<PAGE>
As filed with the Securities and Exchange Commission on June 18, 1996
Registration No. 333-03497
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
AMENDMENT NO. 1
TO
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: From time
to time after this Registration Statement becomes effective.
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. [_]
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. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C>
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.
(**) Previously paid.
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PROSPECTUS
[LOGO] DepotDirect(tm)
A Direct Purchase Program For Home Depot Stock
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 June 17, 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.
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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 Quarterly Report on Form 10-Q for the fiscal
quarter ended April 28, 1996;
(b) The Company's Annual Report on Form 10-K for the fiscal year
ended January 28, 1996; and
(c) 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 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., 2455 Paces
Ferry Road, Atlanta, Georgia 30339-4089, telephone number (770) 433-8211.
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THE COMPANY
The 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 April 28, 1996, the
Company operated 441 full-service, warehouse-style stores in 33
states in the U.S. (419 stores) and 3 provinces in Canada (22 stores)
which aggregate over 46.4 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
90,000 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, The 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 items.
The Company's corporate offices are located at 2727 Paces Ferry
Road, Atlanta, Georgia 30339-4089, telephone number (770) 433-8211.
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.
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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.
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 1-800-730-4001
24 hours a day. Customer Service Representatives are available
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.
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
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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 registered 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.
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, provides the
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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.
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 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.
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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 account statement or by calling the
Program Administrator at 1-800-730-4001. 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
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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.
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 manage-
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ment. 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.
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.
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
9
<PAGE>
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.
10
<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
- ---------------------------
* Filed herewith.
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.
<PAGE>
(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
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 Amendment No. 1 to
Form S-3 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, State of
Georgia, on this 18th day of June, 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 Amendment
No. 1 to Form S-3 Registration Statement has been signed by the following
persons in the capacities indicated below on June 18, 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
John L. Clendenin
* 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
* 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>
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
__________________
* Previously filed with this Registration Statement on May 10, 1996.
<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
June 14, 1996
<PAGE>
EXHIBIT 99.1
<PAGE>
[LOGO] DepotDirect(tm)
A Direct Purchase Program For Home Depot Stock
June 25, 1996
Dear Investor:
The Home Depot, Inc. (the "Company") is pleased to introduce its new Dividend
Reinvestment and Stock Purchase Program - DepotDirect. It is 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 shares or your next share of the Company's Common Stock, directly from
the Company.
DepotDirect will replace the Company's current Dividend Reinvestment/ Stock
Purchase Plan effective July 1, 1996 and offers the following features:
. Existing stockholders have the opportunity to invest cash dividends and
voluntary cash contributions in additional shares of the Company's Common
Stock.
. Persons who are not presently stockholders may make an initial cash
investment of at least $250 and become a stockholder Participant in the
Program.
. An Automatic Monthly Investment feature is offered.
. 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.
Participants in the Company's current Dividend Reinvestment/Stock Purchase Plan
will automatically continue in DepotDirect without sending in a new enrollment
form. Stockholders who presently do not participate can do so by completing and
sending in the form enclosed with their dividend check.
Thank you for your support and loyalty as a customer and stockholder.
Sincerely,
THE HOME DEPOT, INC.
/s/Bernard Marcus /s/Arthur M. Blank
Bernard Marcus Arthur M. Blank
Chairman and Chief Executive Officer President and Chief Operating
Officer
Questions About DepotDirect Or Your Account?
Call: 1-800-730-4001
<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(tm) 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.
/s/Kenneth G. Langone
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.
