<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 26, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE HOME DEPOT, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<TABLE>
<S> <C>
DELAWARE 95-3261426
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>
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)
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MARSHALL L. DAY
SENIOR VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER
THE HOME DEPOT, INC.
2727 PACES FERRY ROAD
ATLANTA, GEORGIA 30339-4089
(770) 433-8211
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies requested to:
<TABLE>
<S> <C> <C>
JEFFREY M. STEIN, ESQ. LAWRENCE K. MENTER, ESQ. GERALD S. BACKMAN, P.C.
KING & SPALDING THE HOME DEPOT, INC. WEIL, GOTSHAL & MANGES LLP
191 PEACHTREE STREET 2727 PACES FERRY ROAD 767 FIFTH AVENUE
ATLANTA, GEORGIA 30303-1763 ATLANTA, GEORGIA 30339-4089 NEW YORK, NEW YORK 10153
(404) 572-4600 (770) 433-8211 (212) 310-8000
</TABLE>
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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, check the following box. / /
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. /X/ 333-12575
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>
<S> <C> <C> <C> <C>
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PROPOSED
MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE
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3 1/4% Convertible Subordinated
Notes Due 2001.................... $184,000,000 100% $184,000,000 $63,449
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Common Stock, $.05 par value........ (2) -- -- --
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</TABLE>
(1) Estimated solely for the purpose of computing the registration fee.
(2) Such indeterminate number of shares of Common Stock of the Registrant as may
be issuable upon conversion of the Notes being registered hereunder. Such
shares of Common Stock will, if issued, be issued for no additional
consideration and therefore no registration fee is required.
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<PAGE> 2
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3, FILE NO.
333-12575
The Home Depot, Inc. (the "Company") hereby incorporates by reference into
this Registration Statement on Form S-3 in its entirety the Registration
Statement on Form S-3 (File No. 333-12575) declared effective on September 26,
1996 by the Securities and Exchange Commission (the "Commission"), including
each of the documents filed by the Company with the Commission and incorporated
or deemed to be incorporated by reference therein.
<PAGE> 3
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 26th day of
September, 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 September 26, 1996:
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- ----------------------------------------------
<C> <S>
/s/ BERNARD MARCUS Chairman of the Board, Chief Executive Officer
- --------------------------------------------- and Secretary (Principal Executive Officer)
Bernard Marcus
/s/ ARTHUR M. BLANK President, Chief Operating Officer and
- --------------------------------------------- Director
Arthur M. Blank
/s/ RONALD M. BRILL Executive Vice President, Chief Administrative
- --------------------------------------------- Officer, Assistant Secretary and Director
Ronald M. Brill
* Director
- ---------------------------------------------
Frank Borman
* Director
- ---------------------------------------------
John L. Clendenin
* Director
- ---------------------------------------------
Johnnetta B. Cole
* Director
- ---------------------------------------------
Berry R. Cox
/s/ MARSHALL L. DAY Senior Vice President and Chief Financial
- --------------------------------------------- Officer (Principal Financial and Accounting
Marshall L. Day Officer)
* Director
- ---------------------------------------------
Milledge A. Hart, III
* Director
- ---------------------------------------------
Donald R. Keough
* Director
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Kenneth G. Langone
* Director
- ---------------------------------------------
M. Faye Wilson
*By: /s/ BERNARD MARCUS
- ---------------------------------------------
Bernard Marcus
Attorney-in-fact
</TABLE>
II-1
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBITS PAGE
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<C> <C> <S> <C>
5.1 -- Opinion of King & Spalding
23.1 -- Consent of King & Spalding (included as part of its opinion filed as
Exhibit 5.1)
23.2 -- Consent of KPMG Peat Marwick LLP
24.1 -- Powers of Attorney*
</TABLE>
- ---------------
* Previously filed.
<PAGE> 1
EXHIBIT 5.1
[Letterhead of King & Spalding]
September 26, 1996
The Home Depot, Inc.
2727 Paces Ferry Road
Atlanta, Georgia 30339-4089
Re: Registration of 3 1/4% Convertible
Subordinated Notes Due 2001
Ladies and Gentlemen:
We have acted as counsel for The Home Depot, Inc., a Delaware
corporation (the "Company"), in connection with the proposed issuance and sale
of up to $184,000,000 principal amount of 3 1/4% Convertible Subordinated Notes
Due 2001 of the Company (the "Securities"), to be issued pursuant to an
Indenture to be entered into between the Company and The First National Bank of
Chicago, as Trustee (the "Indenture"), said Securities being convertible into
the Company's Common Stock, $.05 par value (the "Common Stock"), as described
in the Registration Statement on Form S-3 (the "Abbreviated Registration
Statement") filed by the Company today with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933 (the "Act"), and
the rules and regulations thereunder. The Securities are to be purchased by
certain underwriters and offered for sale to the public together with the
securities registered pursuant to Registration Statement (No. 333-12575), which
was declared effective on September 26, 1996 (the "Initial Registration
Statement"), pursuant to the terms of an Underwriting Agreement, the form of
which has been filed as an exhibit to the Initial Registration Statement and
is incorporated by reference as an exhibit to the Abbreviated Registration
Statement (the "Underwriting Agreement").
In so acting, we have examined and relied upon the accuracy of
original, certified, conformed or photographic copies of such records,
agreements, certificates and other documents as we have deemed necessary or
appropriate to enable us to render the opinions set forth below. In all such
examinations, we have assumed the genuineness of signatures on original
documents and the conformity to such original documents of all copies submitted
to us as certified, conformed or photographic copies and, as to certificates
of public officials, we have assumed the same to have been properly given and
to be accurate.
Based on the foregoing, we are of the opinion that:
(i) upon the authorization, execution and delivery of the
Indenture, the Indenture will constitute the valid and
binding obligation of the Company enforceable against the
Company in accordance with its terms;
(ii) the Securities, when duly authorized by the Company, executed
on behalf of the Company, authenticated by the Trustee under
the Indenture and delivered in accordance with the Indenture,
will be validly issued, will constitute valid and binding
obligations of the Company enforceable against the Company in
accordance with their terms and
<PAGE> 2
The Home Depot, Inc.
September 26, 1996
Page 2
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will be entitled to the benefits of the Indenture in
accordance with their terms and the terms of the Indenture; and
(iii) the shares of Common Stock of the Company when issued upon
conversion of the Securities in accordance with the Indenture
will be validly issued and fully paid and nonassessable.
The opinions set forth above are subject, as to enforcement, to the
effect of bankruptcy, insolvency, reorganization, moratorium and other similar
laws affecting the rights and remedies of creditors generally and to general
principles of equity whether applied by a court of law or equity.
We consent to the filing of this opinion as an exhibit to the
Abbreviated Registration Statement and to the reference to our firm under the
caption "Validity of Notes" in the Prospectus that forms a part of the Initial
Registration Statement incorporated by reference into the Abbreviated
Registration Statement.
Very truly yours,
/s/ King & Spalding
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KING & SPALDING
<PAGE> 1
EXHIBIT 23.2
[KPMG PEAT MARWICK LLP LETTERHEAD]
The Board of Directors
The Home Depot, Inc.
We consent to the use of our reports incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG PEAT MARWICK LLP
Atlanta, Georgia
September 26, 1996
