As filed with the Securities and Exchange Commission on May 10, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
The Home Depot, Inc.
(Exact name of registrant as specified in its charter)
Delaware 95-3261426
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2727 Paces Ferry Road, Atlanta, Georgia 30339-4089, (770) 433-8211
(Address, including zip code, and telephone number, including
area code of registrant's principal executive offices)
DepotDirect
(A direct stock purchase and dividend reinvestment program)
MARSHALL L. DAY Copies requested to:
Senior Vice President and Lawrence K. Menter, Esq.
Chief Financial Officer Senior Corporate Counsel
The Home Depot, Inc. The Home Depot, Inc.
2727 Paces Ferry Road 2727 Paces Ferry Road
Atlanta, Georgia 30339-4089 Atlanta, Georgia 30339-4089
(770) 433-8211
(Name, address, including zip code and telephone
number, including area code, of agent for service)
_________________________
Approximate date of commencement of proposed sale to the
public: As soon as practicable after the effective date of this
Registration Statement.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [_]
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. [_]
<PAGE>
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed
Proposed Maximum
Maximum Aggregate Amount of
Title of Securities Amount to be Offering Price Offering Registration
to be Registered Registered Per Share (*) Price Fee
Common Stock
($.05 par value) 5,000,000 shares $46.00 $230,000,000 $79,310
</TABLE>
(*) Estimated solely for the purpose of calculating the
registration fee based on the average of the high and low prices
on May 8, 1996, pursuant to Rule 457 (c) and (h) under the
Securities Act of 1933, as amended.
The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date
until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until the registration statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
PROSPECTUS
[LOGO]
THE HOME DEPOT, INC.
DIVIDEND REINVESTMENT AND
DIRECT STOCK PURCHASE PROGRAM - DepotDirect
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
This Prospectus should be retained for future reference.
This Prospectus relates to 5,000,000 shares of Common Stock (par
value $.05 per share) to be offered for purchase under this
Dividend Reinvestment and Direct Stock Purchase Program.
Shares of Common Stock purchased through DepotDirect will, at the
option of The Home Depot, Inc. ("the Company"), represent newly-issued
shares, shares held in the treasury of the Company or
shares purchased in the open market by an independent agent of
the Company (the Program Administrator).
The date of this Prospectus is May 29, 1996.
SHARES OF COMMON STOCK OF THE HOME DEPOT, INC. OFFERED HEREBY ARE
NOT INSURED OR PROTECTED BY ANY GOVERNMENTAL AGENCY, AND INVOLVE
INVESTMENT RISK, INCLUDING THE POSSIBLE GAIN OR LOSS OF
PRINCIPAL. IN ADDITION, DIVIDENDS PAID WILL GO UP AND DOWN.
No dealer, salesman or any other person is authorized to give any
information or to make any representations other than those
contained or incorporated by reference in this Prospectus, and,
if given or made such information or representation must not be
relied upon as having been authorized by the Company. This
Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy any of these securities in any jurisdiction to
any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no
change in the financial condition and affairs of the Company
since the date of this Prospectus.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and, in accordance therewith, files reports, proxy statements and
other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the Commission's
public reference room located at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's regional offices
located at Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661; and 75 Park Place, 14th
Floor, New York, New York 10007. Copies of such materials can be
obtained at prescribed rates by writing to the Securities and
Exchange Commission, Public Reference Section, 450 Fifth Street,
N.W., Washington, D.C. 20549. The Common Stock is listed on the
New York Stock Exchange, Inc., and reports, proxy statements and
other information concerning the Company may be inspected at the
offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005.
The Company has filed with the Commission a Registration
Statement on Form S-3 (together with all amendments and exhibits
thereto, the "Registration Statement") under the Securities Act
of 1933 with respect to the Securities. This Prospectus does not
contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. Such additional
information may be obtained from the public reference room of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549.
Statements contained in this Prospectus or in any document
incorporated by reference in this Prospectus as to the contents
of any contract or other document referred to herein or therein
are not necessarily complete, and in each instance reference is
made to the copy of such contract or other document filed as an
exhibit to the Registration Statement or such other document,
each such statement being qualified in all aspects by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company
are hereby incorporated, as of their respective filing dates, by
reference in this Prospectus.
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended January 28, 1996; and
(b) The description of the Company's Common Stock contained in
its Registration Statement on Form 8-A, filed with the
Commission.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering
hereby shall be deemed to be incorporated herein by reference and
to be a part hereof from the date of filing such documents. Any
statement contained herein or in a document incorporated or
deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for purposes hereof to the extent that
a statement contained herein or in any other subsequently filed
document which also
<PAGE>
is, or is deemed to be, incorporated herein
by reference modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed to
constitute a part hereof, except as so modified or superseded.
The Company will furnish without charge to each person, including
any beneficial owner, to whom this Prospectus is delivered, on
the written request of such person, a copy of any or all of the
documents described above under "Incorporation of Certain
Documents by Reference" (other than exhibits to such documents).
Requests in writing should be directed to Lawrence K. Menter,
Senior Corporate Counsel and Assistant Secretary, The Home Depot,
Inc., 2727 Paces Ferry Road, Atlanta, Georgia 30339-4089,
telephone (770) 433-8211.
THE COMPANY
Home Depot is the leading home improvement retailer in the
home improvement industry and ranks among the 10 largest
retailers in the United States based on its net sales. As of
January 28, 1996, the Company operated 423 full-service,
warehouse-style stores in 31 states (404 stores) and Canada (19
stores) which aggregate over 44.3 million square feet of selling
space. The Company's stores average approximately 105,000 square
feet of indoor selling space, with an additional 20,000 to 28,000
square feet of outside garden center area. The Company's
business strategy is to offer the broadest assortment of high-quality
merchandise at low "Day-In, Day-Out" warehouse prices
through highly-trained and knowledgeable customer service
associates. The Company employs over 80,000 associates.
Since a large proportion of the Company's customers are
individual homeowners, many of whom may have limited experience
in do-it-yourself projects, management considers its associates'
knowledge of products and home improvement techniques and
applications to be very important to its marketing approach, as
well as to its ability to maintain customer satisfaction. The
Company also offers installation services for a variety of
products, which target the buy-it-yourself customer who desires
to purchase an item but relies upon a professional for
installation services. In addition, Home Depot devotes
significant marketing, advertising and service efforts toward
attracting professional remodelers and commercial customers.
The Company's stores offer approximately 40,000-50,000 SKUs
of high quality and nationally advertised brand name building
materials and home improvement products catering primarily to the
do-it-yourself and professional customer. Product groups include
plumbing, heating, lighting and electrical supplies; building
materials, lumber and floor and wall covering; hardware and
tools; seasonal and specialty items; and paint and other.
The Company's corporate offices are located at 2727 Paces
Ferry Road, Atlanta, Georgia 30339-4089, telephone number (770)
433-8211.
<PAGE>
PURPOSE AND DESCRIPTION OF THE PROGRAM
DepotDirect is a convenient and low cost purchase program
("Program") now available for new investors to make an initial
investment in the Common Stock of the Company and which will
allow existing stockholders an economical way to increase their
holdings of Common Stock of the Company. The Program is
administered by The First National Bank of Boston (the "Program
Administrator"), the Company's transfer agent. This Prospectus
describes the Program in detail and you should read it carefully
before deciding to participate.
Participation is entirely voluntary and please be advised that no
advice or recommendation is being given relative to your decision
to join the Program. However, should you (the "Participant")
decide to take advantage of the benefits available under this
Program, an enrollment form and reply envelope are enclosed for
your convenience.
THIS PROGRAM REPLACES THE COMPANY'S PREVIOUS DIVIDEND
REINVESTMENT AND STOCK PURCHASE PLAN. PARTICIPANTS IN THE
COMPANY'S PREVIOUS DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
WILL AUTOMATICALLY CONTINUE IN THIS PROGRAM WITHOUT SENDING IN A
NEW ENROLLMENT FORM.
ADVANTAGES TO PARTICIPANTS
Participation provides a means of obtaining your first shares and
increasing your holdings of the Common Stock of the Company
either through initial investment, the reinvestment of dividends
or through optional cash purchases.
Persons not presently owning shares of Common Stock of the
Company may become Participants by making an initial cash
investment of at least $250.00 but not more than the annual
maximum of $100,000.00 to purchase shares under the Program.
The Participant's funds are used to purchase both full and
fractional shares, carried out to four decimal places. All
shares are credited to an account in the Participant's name and
held in book-entry form.
Easy to read statements of the Participant's year-to-date account
activity will be sent to the Participant after each transaction.
The Participant may withdraw his or her holdings of Common Stock
at any time or may request the Program Administrator to sell the
Participant's shares.
<PAGE>
The Program offers a stock safekeeping service whereby
Participants may deposit their Common Stock certificates with the
Program Administrator and have their ownership of such Common
Stock maintained on the Program Administrator's records as part
of their account.
Regular investments provide for the benefits associated with
dollar-cost averaging.
Participants may make transfers or gifts of Common Stock at no
charge. When a Participant transfers or gives shares to another
person, an account will be opened for the recipient and he or she
will enjoy full Program benefits.
The Program provides for an automatic monthly withdrawal of funds
from a Participant's checking or savings account at a qualified
financial institution. The Participant simply completes and
signs an automatic debit enrollment form, provides the necessary
information, together with a voided blank check or checking or
savings account deposit slip, and designates the amount and the
account from which the funds are to be withdrawn each month.
ADMINISTRATION
The Program Administrator, The First National Bank of Boston
("Bank of Boston"), will purchase and hold shares of Common Stock
of the Company acquired under the Program, keep records, send
statements of account activity to Participants and perform other
duties related to the Program. Participants may contact the
Program Administrator by writing to:
DepotDirect
c/o Bank of Boston
Mail Stop: 45-02-64
P.O. Box 644
Boston, MA 02102-0644
or by telephoning the Program Administrator toll free at 1 (800)
_________ between the hours of 9:00 A.M. and 6:00 P.M. Eastern
Time.
ELIGIBILITY
Any person or entity, whether or not a holder of record of shares
of Common Stock of the Company, is eligible to participate in the
Program, provided that: (i) such person or entity fulfills the
prerequisites for participation described below under the
"Enrollment Procedures", and (ii) in the case of citizens or
residents of a country other than the United States, its
territories and possessions, participation would not violate
local laws applicable to the Company or the Participant.
<PAGE>
ENROLLMENT PROCEDURES
(a) Participants who are Stockholders of Record
Participants currently enrolled in The Home Depot, Inc. Dividend
Reinvestment /Stock Purchase Plan, as amended (the "Plan"), need
not do anything to continue participation in DepotDirect.
However, a registered holder of the Company's Common Stock, but
not currently enrolled in the Plan, may commence reinvestment of
dividends by returning the enrollment form to the Program
Administrator. Stockholders of record may also choose to send in
an optional cash purchase for at least $25.00, but not more than
the annual maximum of $100,000.00 (see Methods of Investment).
If you are already a registered stockholder, your account
registration appears on the form and you should be sure to sign
exactly as your name appears on your stock certificates.
Beneficial owners of Common Stock of the Company whose shares are
registered in the name of a bank, broker or other nominee must
make arrangements with such bank, broker or nominee to have their
shares directly transferred into their own names.
(b) Initial Investments for Persons Who Do Not Presently Own
Shares of Common Stock
If you are not already a stockholder of the Company and wish to
become a stockholder and Participant in the Program, it will be
necessary for you to enclose an initial investment with an
enrollment form to commence purchases. Initial cash payments may
be in any amount not less than $250.00 nor more than $100,000.00,
and must accompany the form. All initial cash payments should be
made by check or money order made payable to the "Bank of Boston"
in U.S. dollars. Third party checks are not accepted. If a
check is drawn on a non-U.S. bank, the U.S. currency amount must
be imprinted on the check. All checks should be mailed to the
Program Administrator at the address listed on the enrollment
form.
DIVIDEND PAYMENT OPTIONS
The enrollment form provides for an election of dividend pay-out
relative to either reinvesting those dividends or receiving
dividends in the form of cash. The Participant has two options
from which to choose. Choosing either option still entitles the
Participant to take advantage of the Optional Cash Purchase
feature.
1. Reinvest All Your Dividends (FULL) - This option will allow
the Program Administrator to apply all dividends due the
Participant toward the purchase of more shares of Common
Stock of the Company.
2. Reinvest None and Receive A Check For Dividends - This
option does not provide for the reinvestment of any
dividends due the Participant. All dividends will be
sent to the Participant in the form of a check for all
the Participant's shares whether held by the
Participant in certificate form or held in the
Participant's Program account in book-entry.
<PAGE>
METHODS OF INVESTMENT
OPTIONAL CASH PURCHASE
CHECK INVESTMENT
In addition to increasing the Participant's holdings of Common
Stock of the Company through the reinvestment of dividends, the
Participant may also send the Program Administrator periodic
investments in the form of a check or money order ("Optional Cash
Purchase"). The check or money order must be made payable to
"Bank of Boston" in U.S. dollars. Third party checks are not
accepted. If the check is drawn on a non-U.S. Bank, the U.S.
currency amount must be imprinted on the check. All checks
should be sent to the Program Administrator at the address listed
on the Optional Cash tear-off form attached to each statement the
Participant receives, or if making an investment when enrolling,
with the enrollment form. Optional Cash Purchases may be made
once in any calendar business week (Monday through Friday) in any
amount not less than $25.00 (in U.S. dollars), subject to the
annual maximum of $100,000.00. If you are not a registered
stockholder and are a first-time investor, the initial investment
must be for at least $250.00 and cannot exceed the $100,000.00
annual maximum.
AUTOMATIC INVESTMENT FROM A BANK ACCOUNT
As an alternative to sending checks for Optional Cash Purchases,
the Program provides for an automatic monthly withdrawal of funds
from a Participant's checking or savings account at a qualified
financial institution. The Participant simply completes and
signs an automatic debit enrollment form, which can be found on
the reverse side of the enrollment form, provides the necessary
information, together with a voided blank check or checking or
savings account deposit slip, and designates the amount and the
account from which the funds are to be withdrawn each month.
Participants may change or terminate an automatic monthly
withdrawal of funds by completing and submitting to the Program
Administrator a new automatic debit enrollment form; provided
however, that to be effective with respect to a particular
Investment Date, as defined herein, the new automatic debit
enrollment form must be received by the Program Administrator no
later than two weeks prior to the Investment Date. Also, a
Participant can cancel any payment scheduled to be made by
automatic debit, provided such request is received by the Program
Administrator at least two business days prior to the date of the
debit.
Whether participating through the use of check/money orders or
through the debit feature, the minimum of $25.00 with an annual
maximum Optional Cash Purchase limit of $100,000.00 applies.
<PAGE>
INVESTMENT DATE
Although the Company reserves the right to utilize newly-issued
or treasury shares, it is anticipated to obtain these shares from
open market purchases. Therefore, each Thursday (the "Investment
Date") the Program Administrator will attempt to purchase Common
Stock of the Company in the open market through a registered
broker-dealer. The Program Administrator will commingle all
funds received from Participants whether from initial investments
or Optional Cash Purchases from registered stockholders and
reinvested Company-paid dividends toward the purchase of Common
Stock, provided such funds were received by the Program
Administrator no later than 12:00 Noon Eastern Time at least two
business days preceding the Investment Date. If Thursday is not
a day on which the New York Stock Exchange is open, or falls on a
day which is a not business day in Massachusetts, then the
investment will occur on the next succeeding business day. When
the Company pays a cash dividend, for that week's Optional Cash
Purchases, the dividend payment date will be the Investment Date,
which may not necessarily fall on a Thursday.
Funds received from automatic monthly withdrawals will be
invested only on the last investment date (the "Last Investment
Date") of each month. Participants' accounts will be debited one
business day preceding the Last Investment Date.
The Program Administrator will invest all dividend funds
authorized to be reinvested and combine such dividend funds with
all Optional Cash Purchases received prior to 12:00 Noon Eastern
Time on the day preceding such dividend payment date and will
attempt to purchase shares in the open market commencing on the
dividend payment date and in no event later than 35 days after
the Investment Date. Shares purchased for a Participant with
respect to a particular Investment Date will be credited to a
Participant's account at the average price per share of all
shares purchased. Optional Cash Purchases not received before
12:00 Noon Eastern Time two business days preceding an Investment
Date will not be invested until the next succeeding Investment
Date, generally in the following week after receipt.
No interest is paid on amounts held pending investments.
Participants may request a return of any uninvested Optional Cash
Purchase provided such request is received by the Program
Administrator no later than two business days before the
Investment Date.
COSTS TO THE PARTICIPANT
The Program Administrator will deduct a service charge for each
transaction made for the Participant, whether the transaction is
a reinvestment of dividends, investment of an Optional Cash
Purchase, or sale of account holdings. For purchases that
service charge will be five percent of the transaction amount, up
to a maximum of $2.50 per transaction. In addition, the
Participant will be charged his or her proportionate share of
brokerage commissions on each investment transaction. The
Participant's share of brokerage commissions on small
transactions may be less than usual since
<PAGE>
the Program
Administrator will buy shares in volume for all Participants and
that commission savings will be passed on to each Participant.
Participants requesting the Program Administrator to sell some or
all of the Participant's shares will be charged an administrative
service charge of $5.00 plus applicable brokerage commissions per
request.
First time investors joining the Program will be assessed a one
time initial investment service charge of $5.00 which will be
deducted from the initial deposit received. All subsequent
Optional Cash Purchases will be subject to a service charge of
five percent of the transaction amount, up to a maximum of $2.50
per transaction.
SHARE SAFEKEEPING
DEPOSITING CERTIFICATES CURRENTLY HELD
INTO THE PARTICIPANT'S BOOK-ENTRY ACCOUNT
The Program also provides a stock deposit feature to eliminate
the need for Participants to hold physical stock certificates.
If the Participant currently holds physical stock certificates
and would like to combine these shares with his or her shares
held in book-entry form, the Participant simply completes the
tear-off section of the account statement and the portion
designated for stock deposit. There is no charge for this
service. The certificates do not need to be endorsed. Please
ensure your stock certificates are sent by certified or
registered/insured mail or by some other safe means as the
Participant bears the risk of loss in transit.
REPORTS TO PARTICIPANTS CONCERNING ACCOUNT STATUS
Each time there is activity in the Participant's account, the
Participant will receive a statement that shows the amount
invested, purchase/sale price, the number of shares
purchased/sold, and applicable service charges as well as any
activity associated with share deposits or withdrawals. Please
ensure that the Program Administrator is promptly notified of any
address change. In addition, each Participant will receive
copies of the same communications sent to all other holders of
Common Stock of the Company, such as annual reports and proxy
statements. The Participant will also receive any Internal
Revenue Service information returns, if so required.
REQUESTING THE ISSUANCE OF A CERTIFICATE
The Participant may obtain a certificate (at no cost) for some or
all of his or her shares at any time by simply requesting the
Program Administrator to withdraw shares from the Participant's
Program balance. The Participant may make such a request by
either using the tear-off form attached to the
<PAGE>
account statement
or by calling the Program Administrator at .
Certificates are normally issued to Participants within
five business days of receipt of the request. Withdrawing shares
from the Participant's account balance does not affect the
Participant's dividend option (i.e. dividends will continue to
reinvest if previously elected on the enrollment form).
SELLING SHARES THROUGH THE PROGRAM
Shares held in the Participant's Program account can be sold on
the Participant's behalf at any time by simply using the tear-off
portion of the account statement for this purpose. Upon receipt
of a request to sell some or all of the Participant's shares, the
Program Administrator will process the sale on the open market
within five business days of receipt and remit the proceeds to
the Participant, less an administrative charge of $5.00 plus
applicable brokerage commissions. Proceeds are normally paid by
check and are distributed to the Participant within three
business days after the sale takes place on the open market.
TERMINATION OF PARTICIPATION
A Participant can stop reinvesting dividends at any time,
provided the Participant notifies the Program Administrator on or
before the 10th business day preceding a dividend payment date.
If the Participant's request to cease dividend reinvestment is
received after the 10th business day preceding a dividend payment
date, then the dividends will be reinvested for the applicable
dividend and the account will not be closed out until after the
shares have been allocated to all Participants as a result of the
dividends being reinvested. A Participant wishing to cease
dividend reinvestment can do so by either requesting a new
enrollment form be sent and the Participant can change his or her
option to "Reinvest None And Receive A Check For Dividends" while
still keeping their shares in a book-entry account with the
Program Administrator, or the Participant can request all shares
be issued in the form of a stock certificate and a check issued
for the value of any fractional share amount. Alternatively,
Participants can also request all shares be sold on the open
market and a check be remitted for the proceeds of all full and
fractional shares.
STOCK SPLIT, STOCK DIVIDEND OR RIGHTS OFFERING
Any dividends in Common Stock or split shares distributed by the
Company to Program Participants will be added to the Program
book-entry balance. Participants can also request physical
certificates. A statement will be mailed to all Participants
indicating the number of shares/dividends earned as a result of
the transaction. In the event of a rights offering, the
Participant will receive rights based upon the total number of
whole shares owned whether the shares are held in the form of a
physical certificate or held in book-entry form.
<PAGE>
IMPORTANT TERMS AND CONDITIONS
Insufficient Funds
In the event that any check is returned unpaid for any reason or
a Participant's predesignated bank account does not have
sufficient funds for an automatic debit, the Program
Administrator will consider the request for investment of such
purchase null and void and shall immediately remove from the
Participant's account any shares already purchased upon the prior
credit of such money. The Program Administrator shall thereupon
be entitled to sell any such shares to satisfy any uncollected
amounts. If the net proceeds of the sale of such shares are
insufficient to satisfy the balance of such uncollected amounts,
the Program Administrator shall be entitled to sell such
additional shares from the Participant's account necessary to
satisfy the uncollected balance.
Tax Information
Participants in the Program are advised to consult their own tax
advisor with respect to the tax consequences of participation in
the Program (including federal, state, local and other tax laws
and U.S. tax withholding laws) applicable to their particular
situations.
If a Participant has failed to furnish a valid taxpayer
identification number to the Program Administrator, unless the
Participant is exempt from the withholding requirements described
in Section 3406 of the Internal Revenue Code of 1986, as amended
(the "Code"), then the Program Administrator must withhold 31
percent from the amount of dividends, the proceeds of the sale of
a fractional share and the proceeds of any sale of whole shares.
In addition, if a new Participant fails to certify that such
Participant is not subject to withholding on interest and
dividend payments under Section 3406(a)(1)(D) of the Code, then
31 percent must be withheld from the amount of dividends and the
remaining amount of dividends will be reinvested. In the case of
foreign Participants whose dividends are subject to United States
income tax withholding, the amount of tax to be withheld will be
deducted from the amount of dividends and the remaining amount of
dividends will be reinvested. Dividends reinvested under the
Program will be treated in the same manner as if the Participant
had received the dividends in the form of cash and as such are
reportable on Form 1099-D.
Voting of Shares
A Participant will be sent a proxy card representing both the
shares for which the Participant holds physical certificates and
the whole shares held in the Participant's account. Such shares
will be voted as indicated by the Participant on the returned
proxy card. Fractional shares will not be voted. If the proxy
card is returned, signed by the Participant and no voting
instructions are given with respect to any item thereon, all of
the Participant's shares will be voted in accordance with the
recommendations of the Company's management. This is the same
procedure that is followed for all other stockholders who return
proxy cards and do not provide instructions. If the proxy card
is not returned, or if it is returned unsigned by the registered
owner(s), none of the Participant's shares will be voted.
<PAGE>
Responsibilities of the Program Administrator and the Company
The Company and the Program Administrator reserve the right to
suspend, modify or terminate the Program at any time. All
Participants will receive notice of any such suspension,
modification or termination. Upon termination of the Program
certificates for whole shares held in a Participant's account
will be issued and a cash payment will be made for any fractional
share.
The Program Administrator also reserves the right to terminate
any Participant's account that does not own at least one whole
share. In the event a Participant's account is terminated in
this regard, a check for the cash value of the fractional share
will be sent to the Participant and the account will be closed.
LIMITATION OF LIABILITY
Neither the Program Administrator nor the Company will be liable
for any act or omission to act, done in good faith, including,
without limitation, any claim of liability arising out of failure
to terminate a Participant's account upon such Participant's
death prior to receipt of notice in writing of such death along
with a request to terminate participation from a qualified
representative of the deceased.
Participants should recognize that neither the Program
Administrator nor the Company can assure them of a profit or
protect them against a loss on shares purchased by them under the
Program.
Although the Company contemplates the continuation of quarterly
dividends, the payment of dividends is subject to the discretion
of the Board of Directors of the Company and will depend upon
future earnings, the financial condition of the Company and other
factors.
USE OF PROCEEDS
The Company will receive proceeds from the purchase of Common
Stock pursuant to the Program only to the extent that such
purchases are made directly from the Company, and not from open
market purchases by the Program Administrator. Proceeds received
by the Company (which cannot be estimated), if any, shall be used
for general corporate purposes.
LEGAL OPINION
The legality of the Common Stock covered hereby has been passed
upon for The Home Depot, Inc. by Lawrence K. Menter, Esq., Senior
Corporate Counsel and Assistant Secretary of The Home Depot, Inc.
Mr. Menter owns shares of Common Stock, both directly and as a
participant in various employee benefit plans, and he is eligible
to participate in the Program.
<PAGE>
EXPERTS
The financial statements of The Home Depot, Inc. as of January
28, 1996 and January 29, 1995, and for each of the years in the
three year period ended January 28, 1996 have been incorporated
by reference herein and in the Registration Statement in reliance
on the report of KPMG Peat Marwick LLP, independent certified
public accountants, incorporated by reference herein, and upon
the authority of said firm as experts in accounting and auditing.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article IV, Section 4, of the Registrant's Restated By-Laws
provide that to the fullest extent permitted by Delaware law,
each former, present or future director, officer, employee or
agent of the Corporation, and each person who may serve at the
request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust
or other enterprise shall be indemnified by the Corporation in
all events.
Article NINTH of the Registrant's Restated Certificate of
Incorporation provides that to the fullest extent permitted by
Delaware law, no director of the Registrant shall be liable to
the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit.
Section 145 of the General Corporation Law of the State of
Delaware sets forth the applicable terms, conditions and
limitations governing the indemnification of officers, directors
and other persons.
In addition, the Registrant maintains officers' and
directors' liability insurance for the benefit of its officers
and directors.
Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions,
the Registrant has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore
unenforceable.
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*.
SEC Registration Fee $ 79,310
Printing and Distribution of Prospectus 50,000
Accountants' Fees and Expenses 2,000
Legal Fees and Expenses 5,000
Miscellaneous Fees and Expenses 5,000
Total $141,310
*All amounts, other than the Registration Fee, are estimated and
subject to future contingencies.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article IV, Section 4, of the Registrant's Restated By-Laws
provide that to the fullest extent permitted by Delaware law,
each former, present or future director, officer, employee or
agent of the Corporation, and each person who may serve at the
request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust
or other enterprise shall be indemnified by the Corporation in
all events.
Article NINTH of the Registrant's Restated Certificate of
Incorporation provides that to the fullest extent permitted by
Delaware law, no director of the Registrant shall be liable to
the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit.
Section 145 of the General Corporation Law of the State of
Delaware sets forth the applicable terms, conditions and
limitations governing the indemnification of officers, directors
and other persons.
In addition, the Registrant maintains officers' and
directors' liability insurance for the benefit of its officers
and directors.
Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions,
the Registrant has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore
unenforceable.
<PAGE>
ITEM 16. EXHIBITS.
The following exhibits are filed as a part of this
Registration Statement:
5 Opinion of Lawrence K. Menter, Senior Corporate Counsel
and Assistant Secretary of the Company
23.1 Consent of Lawrence K. Menter, Senior Corporate Counsel
and Assistant Secretary of the Company (included in
Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP, Independent
Certified Public Accountants
24 Powers of Attorney from Directors
99.1 Introduction Letter
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That for the purposes of determining any liability
under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, and each filing of the Plan's
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934, that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and
<PAGE>
Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-3 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on this
10th day of May, 1996
The Home Depot, Inc.
By:/s/Bernard Marcus
Bernard Marcus
Chairman of the Board, Chief Executive
Officer and Secretary
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated below on May 10, 1996:
Signature Title
Chairman of the Board, Chief Executive
Officer and Secretary (Principal
/s/Bernard Marcus Executive Officer)
Bernard Marcus
President, Chief Operating Officer and
/s/Arthur M. Blank Director
Arthur M. Blank
Executive Vice President,
Chief Administrative Officer,
/s/Ronald M. Brill Assistant Secretary and Director
Ronald M. Brill
<PAGE>
* Director
Frank Borman
* Director
Johnnetta B. Cole
* Director
Berry R. Cox
Senior Vice President and Chief Financial
Officer (Principal Financial and
/s/Marshall L. Day Accounting Officer)
Marshall L. Day
* Director
Milledge A. Hart, III
Executive Vice President and
* Director
James W. Inglis
* Director
Donald R. Keough
* Director
Kenneth G. Langone
* Director
M. Faye Wilson
* The undersigned, by signing his name hereto, does hereby sign
this Registration Statement on behalf of each of the
above-indicated directors of the Registrant pursuant to powers of
attorney, executed on behalf of each such director.
By:/s/Bernard Marcus
(Bernard Marcus,
Attorney-in-fact)
<PAGE>
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________________________________________________________________
INDEX TO EXHIBITS
Exhibit No.
5 Opinion of Lawrence K. Menter, Senior Corporate Counsel and
Assistant Secretary of the Company
23.1 Consent of Lawrence K. Menter, Senior Corporate Counsel and
Assistant Secretary of the Company (included in Exhibit 5
above)
23.2 Consent of KPMG Peat Marwick LLP, Independent Certified Public
Accountants
24 Powers of Attorney from Directors
99.1 Introduction Letter
<PAGE>
EXHIBITS 5 AND 23.1
<PAGE>
THE HOME DEPOT
2727 PACES FERRY ROAD
ATLANTA, GA 30339-4089
May 10, 1996
Board of Directors
The Home Depot, Inc.
2455 Paces Ferry Road
Atlanta, Georgia 30339
Re: The Home Depot, Inc., Registration Statement on Form S-3
for DepotDirect , No. 333-
Ladies and Gentlemen:
In connection with the registration of 5,000,000 shares of the
Common Stock, par value $.05 (the "Securities") of The Home Depot,
Inc., (the "Company") issuable under the Company's DepotDirect
Program, I have examined the following:
1. A copy of Registration Statement No. 333-
to be filed with the Securities and Exchange Commission on or
about May 10, 1996, and the Exhibits to be filed with and as
a part of said Registration Statement;
2. A copy of the Restated Certificate of Incorporation of the
Company, as amended;
3. A copy of the By-Laws of the Company, as amended; and
4. Copies of the minutes of meetings of the Board of Directors of
the Company or committees thereof, deemed by me to be relevant
to this opinion.
Further, in connection with this matter, I have reviewed
certain of the Company's proceedings with respect to the
authorization of the issuance of such Securities and with respect
to the filing of said Registration Statement.
<PAGE>
Board of Directors
May 10, 1996
Page 2
Based on the foregoing, it is my opinion that:
a. the Company is a corporation in good standing, duly
organized and validly existing under the laws of the
State of Delaware;
b. the necessary corporate proceedings and actions legally
required for the registration of the Securities have been
held and taken;
c. the issuance and sale of the Securities has been duly and
validly authorized; and
d. the shares of Common Stock of the Company, when issued,
will be fully paid, non-assessable and free of any
preemptive rights.
I consent to the filing of this opinion as an Exhibit to the
aforementioned Registration Statement on Form S-3. In giving this,
I do not thereby admit I come within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933,
or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/Lawrence K. Menter
Lawrence K. Menter
Senior Corporate Counsel & Assistant Secretary
<PAGE>
EXHIBIT 23.2
<PAGE>
ACCOUNTANT'S CONSENT
The Board of Directors of
The Home Depot, Inc.
We consent to the use of our report incorporated herein by
reference and to the reference to our firm under the heading
"Experts" in the Prospectus.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Atlanta, Georgia
May 10, 1996
<PAGE>
EXHIBIT 24
<PAGE>
POWER OF ATTORNEY
STATE OF NEW MEXICO
COUNTY OF DONA ANA
KNOW ALL MEN BY THESE PRESENTS, that I, Frank Borman, a director of
The Home Depot, Inc., a Delaware corporation (the "Company"), do
constitute and appoint Bernard Marcus and Ronald M. Brill, jointly
and severally, my true and lawful attorneys-in-fact, each with full
power of substitution, for me in any and all capacities, to sign,
pursuant to the requirements of the Securities Act of 1933, the
Registration Statement on Form S-3 for The Home Depot, Inc., and to
file the same on or about March 31, 1996, with the Securities and
Exchange Commission, together with all exhibits thereto and other
documents in connection therewith, including such as are
incorporated therein by reference, and to sign on my behalf and in
my stead, in any and all capacities, any amendments or supplements
to said Registration Statement, incorporating such changes as any
of the said attorneys-in-fact deems appropriate, in the matter of
the proposed 1996 Dividend Reinvestment and Stock Purchase Program,
hereby ratifying and confirming all that each of said attorneys-in-fact
deems appropriate, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes,
may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 21
day of March, 1996.
/s/ Frank Borman
Frank Borman
ACKNOWLEDGMENT
BEFORE me this 21 day of March, 1996, came Frank Borman, personally
known to me, who in my presence did sign and seal the above and
foregoing Power of Attorney and acknowledged the same as his true
act and deed.
/s/ Patricia M. Frietze
NOTARY PUBLIC
State of New Mexico
My Commission Expires: 11/22/99
[NOTARIAL SEAL]
<PAGE>
POWER OF ATTORNEY
STATE OF GEORGIA
COUNTY OF COBB
KNOW ALL MEN BY THESE PRESENTS, that I, M. Faye Wilson, a director
of The Home Depot, Inc., a Delaware corporation (the "Company"), do
constitute and appoint Bernard Marcus and Ronald M. Brill, jointly
and severally, my true and lawful attorneys-in-fact, each with full
power of substitution, for me in any and all capacities, to sign,
pursuant to the requirements of the Securities Act of 1933, the
Registration Statement on Form S-3 for The Home Depot, Inc., and to
file the same on or about March 31, 1996, with the Securities and
Exchange Commission, together with all exhibits thereto and other
documents in connection therewith, including such as are
incorporated therein by reference, and to sign on my behalf and in
my stead, in any and all capacities, any amendments or supplements
to said Registration Statement, incorporating such changes as any
of the said attorneys-in-fact deems appropriate, in the matter of
the proposed 1996 Dividend Reinvestment and Stock Purchase Program,
hereby ratifying and confirming all that each of said attorneys-in-fact
deems appropriate, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes,
may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 26th
day of March, 1996.
/s/ M. Faye Wilson
M. Faye Wilson
ACKNOWLEDGMENT
BEFORE me this 26 day of March, 1996, came M. Faye Wilson,
personally known to me, who in my presence did sign and seal the
above and foregoing Power of Attorney and acknowledged the same as
her true act and deed.
Margie Bidwell
NOTARY PUBLIC
State of Georgia
My Commission Expires: August 14, 1998
[NOTARIAL SEAL]
<PAGE>
POWER OF ATTORNEY
STATE OF TEXAS
COUNTY OF DALLAS
KNOW ALL MEN BY THESE PRESENTS, that I, Berry R. Cox, a director of
The Home Depot, Inc., a Delaware corporation (the "Company), do
constitute and appoint Bernard Marcus and Ronald M. Brill, jointly
and severally, my true and lawful attorneys-in-fact, each with full
power of substitution, for me in any and all capacities, to sign,
pursuant to the requirements of the Securities Act of 1933, the
Registration Statement on Form S-3 for The Home Depot, Inc., and to
file the same on or about March 31, 1996, with the Securities and
Exchange Commission, together with all exhibits thereto and other
documents in connection therewith, including such as are
incorporated therein by reference, and to sign on my behalf and in
my stead, in any and all capacities, any amendments or supplements
to said Registration Statement, incorporating such changes as any
of the said attorneys-in-fact deems appropriate, in the matter of
the proposed 1996 Dividend Reinvestment and Stock Purchase Program,
hereby ratifying and confirming all that each of said attorneys-in-fact
deems appropriate, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes,
may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 22
day March, 1996.
/s/ Berry R. Cox
Berry R. Cox
ACKNOWLEDGMENT
BEFORE me this 22 day of March, 1996, came Berry R. Cox, personally
known to me, who in my presence did sign and seal the above and
foregoing Power of Attorney and acknowledged the same as his true
act and deed.
/s/ Cindy Lou Wolf
NOTARY PUBLIC
State of Texas
My Commission Expires: 8/24/96
[NOTARIAL SEAL]
<PAGE>
POWER OF ATTORNEY
STATE OF TEXAS
COUNTY OF DALLAS
KNOW ALL MEN BY THESE PRESENTS, that I, Milledge A. Hart, III, a
director of The Home Depot, Inc., a Delaware corporation (the
"Company"), do constitute and appoint Bernard Marcus and Ronald M.
Brill, jointly and severally, my true and lawful attorneys-in-fact,
each with full power of substitution, for me in any and all
capacities, to sign, pursuant to the requirements of the Securities
Act of 1933, the Registration Statement on Form S-3 for The Home
Depot, Inc., and to file the same on or about March 31, 1996, with
the Securities and Exchange Commission, together with all exhibits
thereto and other documents in connection therewith, including such
as are incorporated therein by reference, and to sign on my behalf
and in my stead, in any and all capacities, any amendments or
supplements to said Registration Statement, incorporating such
changes as any of the said attorneys-in-fact deems appropriate, in
the matter of the proposed 1996 Dividend Reinvestment and Stock
Purchase Program, hereby ratifying and confirming all that each of
said attorneys-in-fact deems appropriate, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 21
day of March, 1996.
/s/ Milledge A. Hart, III
Milledge A. Hart, III
ACKNOWLEDGMENT
BEFORE me this 21 day of March, 1996, came Milledge A. Hart, III,
personally known to me, who in my presence did sign and seal the
above and foregoing Power of Attorney and acknowledged the same as
his true act and deed.
/s/ Kathie Presas
NOTARY PUBLIC
State of Texas
My Commission Expires: 2/7/2000
[NOTARIAL SEAL]
<PAGE>
POWER OF ATTORNEY
STATE OF GEORGIA
COUNTY OF COBB
KNOW ALL MEN BY THESE PRESENTS, that I, James W. Inglis, a director
of The Home Depot, Inc., a Delaware corporation (the "Company"), do
constitute and appoint Bernard Marcus and Ronald M. Brill, jointly
and severally, my true and lawful attorneys-in-fact, each with full
power of substitution, for me in any and all capacities, to sign,
pursuant to the requirements of the Securities Act of 1933, the
Registration Statement on Form S-3 for The Home Depot, Inc., and to
file the same on or about March 31, 1996, with the Securities and
Exchange Commission, together with all exhibits thereto and other
documents in connection therewith, including such as are
incorporated therein by reference, and to sign on my behalf and in
my stead, in any and all capacities, any amendments or supplements
to said Registration Statement, incorporating such changes as any
of the said attorneys-in-fact deems appropriate, in the matter of
the proposed 1996 Dividend Reinvestment and Stock Purchase Program,
hereby ratifying and confirming all that each of said attorneys-in-fact
deems appropriate, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes,
may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 21
day of March, 1996.
/s/ James W. Inglis
James W. Inglis
ACKNOWLEDGMENT
BEFORE me this 21st day of March, 1996, came James W. Inglis,
personally known to me, who in my presence did sign and seal the
above and foregoing Power of Attorney and acknowledged the same as
his true act and deed.
/s/ Margie Bidwell
NOTARY PUBLIC
State of Georgia
My Commission Expires: August 14,
1998
[NOTARIAL SEAL]
<PAGE>
POWER OF ATTORNEY
STATE OF GEORGIA
COUNTY OF COBB
KNOW ALL MEN BY THESE PRESENTS, that I, Donald R. Keough, a
director of The Home Depot, Inc., a Delaware corporation (the
"Company"), do constitute and appoint Bernard Marcus and Ronald M.
Brill, jointly and severally, my true and lawful attorneys-in-fact,
each with full power of substitution, for me in any and all
capacities, to sign, pursuant to the requirements of the Securities
Act of 1933, the Registration Statement on Form S-3 for The Home
Depot, Inc., and to file the same on or about March 31, 1996, with
the Securities and Exchange Commission, together with all exhibits
thereto and other documents in connection therewith, including such
as are incorporated therein by reference, and to sign on my behalf
and in my stead, in any and all capacities, any amendments or
supplements to said Registration Statement, incorporating such
changes as any of the said attorneys-in-fact deems appropriate, in
the matter of the proposed 1996 Dividend Reinvestment and Stock
Purchase Program, hereby ratifying and confirming all that each of
said attorneys-in-fact deems appropriate, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 21st
day of March, 1996.
/s/ Donald R. Keough
Donald R. Keough
ACKNOWLEDGMENT
BEFORE me this 21st day of March, 1996, came Donald R. Keough,
personally known to me, who in my presence did sign and seal the
above and foregoing Power of Attorney and acknowledged the same as
his true act and deed.
/s/ Mary Beth Meeder
NOTARY PUBLIC
State of Georgia
My Commission Expires: January 11, 2000
[NOTARIAL SEAL]
<PAGE>
POWER OF ATTORNEY
STATE OF NEW YORK
COUNTY OF BRONX
KNOW ALL MEN BY THESE PRESENTS, that I, Kenneth G. Langone, a
director of The Home Depot, Inc., a Delaware corporation (the
"Company"), do constitute and appoint Bernard Marcus and Ronald M.
Brill, jointly and severally, my true and lawful attorneys-in-fact,
each with full power of substitution, for me in any and all
capacities, to sign, pursuant to the requirements of the Securities
Act of 1933, the Registration Statement on Form S-3 for The Home
Depot, Inc., and to file the same on or about March 31, 1996, with
the Securities and Exchange Commission, together with all exhibits
thereto and other documents in connection therewith, including such
as are incorporated therein by reference, and to sign on my behalf
and in my stead, in any and all capacities, any amendments or
supplements to said Registration Statement, incorporating such
changes as any of the said attorneys-in-fact deems appropriate, in
the matter of the proposed 1996 Dividend Reinvestment and Stock
Purchase Program, hereby ratifying and confirming all that each of
said attorneys-in-fact deems appropriate, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 21
day of March, 1996.
/s/Kenneth G. Langone
Kenneth G. Langone
ACKNOWLEDGMENT
BEFORE me this 21st day of March, 1996, came Kenneth G. Langone,
personally known to me, who in my presence did sign and seal the
above and foregoing Power of Attorney and acknowledged the same as
his true act and deed.
/s/ Marcia Kucher
NOTARY PUBLIC
State of New York
My Commission Expires: 9/30/96
[NOTARIAL SEAL]
<PAGE>
POWER OF ATTORNEY
STATE OF GEORGIA
COUNTY OF FULTON
KNOW ALL MEN BY THESE PRESENTS, that I, Johnnetta B. Cole, a
director of The Home Depot, Inc., a Delaware corporation (the
"Company"), do constitute and appoint Bernard Marcus and Ronald M.
Brill, jointly and severally, my true and lawful attorneys-in-fact,
each with full power of substitution, for me in any and all
capacities, to sign, pursuant to the requirements of the Securities
Act of 1933, the Registration Statement on Form S-3 for The Home
Depot, Inc., and to file the same on or about March 31, 1996, with
the Securities and Exchange Commission, together with all exhibits
thereto and other documents in connection therewith, including such
as are incorporated therein by reference, and to sign on my behalf
and in my stead, in any and all capacities, any amendments or
supplements to said Registration Statement, incorporating such
changes as any of the said attorneys-in-fact deems appropriate, in
the matter of the proposed 1996 Dividend Reinvestment and Stock
Purchase Program, hereby ratifying and confirming all that each of
said attorneys-in-fact deems appropriate, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 21
day of March, 1996.
/s/ Johnnetta B. Cole
Johnnetta B. Cole
ACKNOWLEDGMENT
BEFORE me this 21 day of March, 1996, came Johnnetta B. Cole,
personally known to me, who in my presence did sign and seal the
above and foregoing Power of Attorney and acknowledged the same as
her true act and deed.
/s/ Edna D. Owens
NOTARY PUBLIC
State of Georgia
My Commission Expires: July 30, 1999
[NOTARIAL SEAL]
<PAGE>
EXHIBIT 99.1
<PAGE>
THE HOME DEPOT, INC.
2727 PACES FERRY ROAD
ATLANTA, GEORGIA 30339-4089
May __ , 1996
Dear Investor:
The Home Depot, Inc. (the "Company") is pleased to introduce its
new Dividend Reinvestment and Stock Purchase Program -
DepotDirect(TM), a stock purchase program designed to promote
long-term ownership among investors who are committed to investing a
minimum amount and building their Home Depot stock ownership over
time. DepotDirect is a low cost, convenient way to purchase your
first share or your next share of the Company's Common Stock,
directly from the Company.
DepotDirect will replace the Company's current Dividend
Reinvestment and Stock Purchase Plan effective June ___, 1996.
DepotDirect offers existing stockholders the opportunity to invest
cash dividends and voluntary cash contributions in additional
shares of the Company's Common Stock. In addition, the Program
allows persons who are not presently stockholders to make an
initial cash investment of at least $250 and become a stockholder
Participant in the Program. DepotDirect also offers an Automatic
Monthly Investment feature. Moreover, with the Program you have the
choice of investing all of your dividends or receiving all of your
dividends and making cash purchases only.
Participation in the Program is offered only by means of a
Prospectus. Please read the enclosed Prospectus for complete
Program details.
Thank you for your support and loyalty as a customer and
stockholder.
Sincerely,
THE HOME DEPOT, INC.
Bernard Marcus
Chairman, Chief Executive Officer
and Secretary
Questions About DepotDirect Or Your Account?
Call: 1-800-_________
<PAGE>
INVEMED ASSOCIATES, INC.
375 PARK AVENUE
SUITE 2205
NEW YORK, NEW YORK 10152
Dear Investor:
In order to comply with securities laws and regulations in your
state, Invemed Associates, Inc. is forwarding the enclosed
materials for DepotDirect on behalf of The Home Depot, Inc.
DepotDirect is a Dividend Reinvestment and Stock Purchase Program
designed to promote long-term ownership among investors who are
committed to investing a minimum amount and building their Home
Depot stock ownership over time. Please review the enclosed
Prospectus for complete details of the Program.
Sincerely,
INVEMED ASSOCIATES, INC.
Kenneth G. Langone
President
Invemed Associates, Inc. does not recommend for or against this
offer, nor do we assume responsibility for the accuracy of
statements made in the enclosed materials.
