<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
The Home Depot, Inc.
- ----------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 95-326142
- ---------------------------------------- ---------------------------------
(State of Incorporation or Organization) (IRS Employer Identification No.)
2727 Paces Ferry Road
Atlanta, Georgia 30339-4089
- ---------------------------------------- ---------------------------------
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of debt registration of a class of debt
securities and is effective securities and is to become effective
upon filing pursuant to General simultaneously with the
Instruction A(c)(1) please check registration statement under the
the following box. | | Securities Act of 1933 pursuant to
General Instruction A(c)(2) please
check the following box. |x|
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to Name of Each Exchange on Which
be so Registered Each Class is to be Registered
- ---------------------- ------------------------------
Convertible Subordinated
Notes Due 2001 New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
---------------------
(Title of Class)
<PAGE> 2
Item 1. Description of Registrant's Securities to be Registered.
A description of the Registrant's Convertible Subordinated Notes Due
2001 to be registered hereunder is set forth under the caption "Description of
Notes" on pages 9 through 16 of the Preliminary Prospectus filed with the
Securities and Exchange Commission as part of the Registrant's Registration
Statement on Form S-3. Such description will be included in a form of
prospectus subsequently filed by the Registrant pursuant to Rule 424(b) under
the Securities Act of 1933, which prospectus shall be deemed to be incorporated
by reference into this Registration Statement.
Item 2. Exhibits.
1. Form of Note for the Registrant's Convertible
Subordinated Notes Due 2001 (included in Article Two of
the Indenture filed as Exhibit 2 hereto).
2. Form of Indenture between The Home Depot, Inc. and The
First National Bank of Chicago, as Trustee, with
respect to the Convertible Subordinated Notes Due 2001
as filed on September 24, 1996 with the Securities and
Exchange Commission as Exhibit 4.1 to Registration
Statement on Form S-3 and incorporated herein by
reference.
<PAGE> 3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
THE HOME DEPOT, INC.
By: /s/ Ronald M. Brill
-------------------------------
Name: Ronald M. Brill
Title: Executive Vice President
and Chief Administrative
Officer
Dated: September 24, 1996
<PAGE> 4
INDEX OF EXHIBITS
Exhibit
Number Description of Exhibits
- ------ -----------------------
1. Form of Note for the Registrant's Convertible Subordinated
Notes Due 2001 (included in Article Two of the
Indenture filed as Exhibit 2 hereto).
2. Form of Indenture between The Home Depot, Inc. and The First
National Bank of Chicago, as Trustee, with respect to the
Convertible Subordinated Notes Due 2001 as filed on September
24, 1996 with the Securities and Exchange Commission as Exhibit
4.1 to Registration Statement on Form S-3 and incorporated
herein by reference.