<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 24, 1999
REGISTRATION NO. 333-
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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)
<TABLE>
<S> <C>
DELAWARE 95-3261426
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
</TABLE>
2455 PACES FERRY ROAD
ATLANTA, GEORGIA 30339-4024
(770) 433-8211
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
COPIES REQUESTED TO:
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<S> <C>
ARTHUR M. BLANK KELLY R. CAFFARELLI, ESQ.
PRESIDENT AND CHIEF EXECUTIVE OFFICER THE HOME DEPOT, INC.
THE HOME DEPOT, INC. 2455 PACES FERRY ROAD
2455 PACES FERRY ROAD ATLANTA, GEORGIA 30339-4024
ATLANTA, GEORGIA 30339-4024 (770) 433-8211
(770) 433-8211
</TABLE>
(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, 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
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<CAPTION>
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PROPOSED PROPOSED
TITLE OF EACH AMOUNT MAXIMUM MAXIMUM AMOUNT OF
CLASS OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE(1)(2)
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<S> <C> <C> <C> <C>
Common Stock, par value $.05 per share... 6,000,000 $59.625 $357,750,000 $99,455
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</TABLE>
(1) Pursuant to Rule 457(c), the offering price and registration fee are
computed on the basis of the average high and low prices of the common
stock, as reported by the New York Stock Exchange on June 17, 1999.
(2) Pursuant to Rule 429, the Prospectus filed as part of this Registration
Statement also relates to the remaining unsold principal amount of Home
Depot Common Stock, if any, previously registered under a Form S-3
Registration Statement (File No. 333-03497). A filing fee was previously
paid with respect to these shares.
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 SECTION 8(A), MAY
DETERMINE.
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<PAGE> 2
SUBJECT TO COMPLETION DATED, JUNE 24, 1999
PROSPECTUS
[NEW LOGO TO COME]
The Home Depot, Inc. is pleased to offer you the opportunity to participate
in DepotDirect, a convenient and low cost stock purchase program available for
new investors to make an initial investment in Home Depot common stock and for
existing investors to increase their holdings of Home Depot common stock.
PROGRAM HIGHLIGHTS INCLUDE:
- Purchase Home Depot common stock through a convenient, low-cost method
- Build your investment over time, starting with as little as $250
- Purchase shares directly through the Internet or by check, money order or
bank draft
- Arrange to have your Home Depot dividends automatically reinvested
- Authorize automatic monthly investments in Home Depot common stock from
your checking or savings account
- Invest up to $100,000 per year
Please read this prospectus carefully and keep it for future reference. If
you have any questions about DepotDirect, please call EquiServe, L.P., the
Program Administrator, toll free at 1-800-577-0177, 24 hours a day, seven days a
week. Customer service representatives are available between the hours of 9:00
A.M. and 6:00 P.M. Eastern Time, Monday through Friday.
The shares of Home Depot common stock being offered are not insured or
protected by any governmental agency, and involve investment risk, including the
possible gain or loss of principal. In addition, dividends may go up and down.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved the securities to be issued under this
prospectus or determined if this prospectus is accurate or adequate. Any
representation to the contrary is a criminal offense.
This prospectus is not an offer to sell securities and it is not soliciting
an offer to buy securities in any state or country where the offer or sale is
not permitted. To the extent required by applicable law in certain
jurisdictions, shares offered through DepotDirect are offered only through a
registered broker-dealer in those jurisdictions.
The date of this Prospectus is , 1999.
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
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PAGE
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<C> <S> <C>
The Company....................................................... 3
Forward-Looking Statements........................................ 3
Information About DepotDirect..................................... 4
1. What is DepotDirect?........................................ 4
2. What options are available under the program?............... 4
3. Who is eligible to participate in DepotDirect?.............. 4
4. Can non-U.S. citizens participate in DepotDirect?........... 4
5. How does a Home Depot stockholder enroll in DepotDirect?.... 4
6. I already own shares, but they are held by my bank or broker
and registered in "street name." How can I participate in
the program?.............................................. 5
7. I am not currently a Home Depot stockholder. How do I enroll
in the program?........................................... 5
8. Are there fees associated with participation?............... 5
9. What are the dividend payment options?...................... 6
10. What are the minimum and maximum amounts for additional
investments?.............................................. 6
11. How do I make an additional investment?..................... 7
12. What transactions can I conduct through StockPower's online
services?................................................. 7
13. When will shares be purchased under the program?............ 8
14. At what price will shares be purchased?..................... 8
15. Will fractional shares be purchased?........................ 8
16. How are payments with "insufficient funds" handled?......... 8
17. Will interest be paid on DepotDirect accounts?.............. 9
18. What is the source of Home Depot common stock purchased
through the program?...................................... 9
19. Who will hold the certificates for the shares purchased?.... 9
20. How may I receive a stock certificate?...................... 9
21. May I add my certificate shares of Home Depot common stock
to my program account for safekeeping?.................... 9
22. How may I sell shares I hold through the program?........... 9
23. Can I transfer shares that I hold in the program to someone
else?..................................................... 10
24. How do I request a change of address or update other
personal data?............................................ 10
25. How may I modify or close my DepotDirect account?........... 10
26. Who administers DepotDirect? How do I contact them?......... 10
27. What reports will I receive?................................ 11
28. What if Home Depot issues a stock dividend or declares a
stock split or rights offering?........................... 11
29. How do I vote my DepotDirect shares at stockholders'
meetings?................................................. 11
30. Can the program be changed?................................. 11
31. What are the responsibilities of Home Depot and EquiServe
under DepotDirect?........................................ 12
32. What are the federal income tax consequences of
participating in the program?............................. 12
Where You Can Find More Information............................... 13
Incorporation of Information We File with the SEC................. 13
Use of Proceeds................................................... 14
Legal Opinions.................................................... 14
Experts........................................................... 14
</TABLE>
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THE COMPANY
The Home Depot, Inc. is the leading retailer in the home improvement
industry and ranks among the ten largest retailers in the United States based on
its net sales volume for fiscal 1998. At the end of first quarter of 1999, we
were operating 797 retail stores, which includes 789 Home Depot(SM) stores and
eight EXPO Design Center(SM) stores. A description of these two types of stores
is as follows:
- Home Depot Stores: Home Depot stores sell a wide assortment of building
materials and home improvement and lawn and garden products. Home Depot
stores average approximately 107,000 square feet of enclosed space, with
an additional approximately 24,000 square feet in the outside garden
area. At the end of the first quarter of fiscal 1999, we had Home Depot
stores located throughout the United States and Canada, as well as in
Puerto Rico and Chile.
- EXPO Design Center Stores: EXPO Design Center stores sell products and
services primarily for design and renovation projects. Unlike Home Depot
stores, EXPO Design Center stores do not sell building materials and
lumber. Rather, EXPO Design Center stores offer high-end interior design
products, such as kitchen and bath cabinetry, tiles, flooring and
lighting fixtures. The prototypical EXPO Design Center is approximately
92,000 square feet. At the end of the first quarter of fiscal 1999, EXPO
Design Center stores were operating in California, Florida, Georgia, New
York and Texas.
We also offer products through direct marketing. Our Maintenance
Warehouse(R) subsidiary is a leading direct mail marketer of maintenance, repair
and operations products serving primarily the multi-family housing and lodging
facilities management market. Our National Blinds & Wallpaper(SM) subsidiary is
a telephone mail order service for wallpaper and custom window treatments.
Home Depot common stock is listed on the New York Stock Exchange under the
trading symbol "HD."
Our Store Support Center (corporate office) is located at 2455 Paces Ferry
Road, Atlanta, Georgia 30339-4024 and our telephone number is (770) 433-8211.
FORWARD-LOOKING STATEMENTS
Certain written statements we make in this prospectus, and other written
and oral statements made by us or with the approval of an authorized executive
officer of The Home Depot, may constitute "forward-looking statements" as
defined under the Private Securities Litigation Reform Act of 1995. Words or
phrases such as "should result," "are expected to," "we anticipate," "we
estimate," "we project" or similar expressions are intended to identify
forward-looking statements. These statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from The Home
Depot's historical experience and its present expectations or projections. These
risks and uncertainties include, but are not limited to:
- unanticipated weather conditions;
- stability of costs and availability of sourcing channels;
- conditions affecting the availability, acquisition, development and
ownership of real estate;
- year 2000 problems; and
- the impact of competition.
Caution should be taken not to place undue reliance on forward-looking
statements, since the statements speak only as of the date they are made. We
undertake no obligation to publicly update or revise any forward-looking
statement, whether as a result of future events, new information or otherwise.
Additional information concerning the risks and uncertainties listed above and
other factors you may wish to consider are set forth from time to time in our
filings with the Securities and Exchange Commission.
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To obtain a copy of our SEC filings, see "Where You Can Find More Information"
and "Incorporation of Information We File With the SEC."
INFORMATION ABOUT DEPOTDIRECT
The following questions and answers explain and constitute DepotDirect.
1. WHAT IS DEPOTDIRECT?
DepotDirect is a convenient and low cost purchase program available for new
investors to make an initial investment in Home Depot common stock and for
existing investors to increase their holdings of Home Depot common stock.
Participants in the program may elect to have dividends automatically reinvested
in Home Depot common stock and to make optional cash investments through the
Program Administrator, EquiServe, L.P.
Participation in DepotDirect is entirely voluntary and we give no advice
regarding your decision to join the program. However, if you decide to
participate in this program, an enrollment form and reply envelope are enclosed
for your convenience. Enrollment forms are also available, and may be completed,
online through services provided by StockPower Inc., our online investor
services company. You can access these services through the financial
information section of Home Depot's website, www.homedepot.com, or through
StockPower's website, www.stockpower.com.
2. WHAT OPTIONS ARE AVAILABLE UNDER THE PROGRAM?
DepotDirect allows participants to:
- Make initial investments in Home Depot common stock through the program;
- Have their common stock dividends automatically reinvested in additional
shares of Home Depot common stock; and
- Make additional cash investments in Home Depot common stock, including
automatic monthly purchases by authorizing deductions from a designated
checking or savings account and online purchases through services
provided by StockPower.
Please refer to Question 8 for details on fees to be paid by participants,
to Question 9 for additional information regarding dividend payment options and
Questions 10 and 11 for further information regarding the methods of making
additional cash investments.
Please retain all transaction statements for your records. The statements
contain important tax and other information.
3. WHO IS ELIGIBLE TO PARTICIPATE IN DEPOTDIRECT?
All U.S. citizens are eligible to participate in DepotDirect, whether or
not they are currently stockholders of Home Depot.
4. CAN NON-U.S. CITIZENS PARTICIPATE IN DEPOTDIRECT?
Yes. If you are not a U.S. citizen, you can participate in DepotDirect,
provided there are not any laws or governmental regulations that would prohibit
you from participating or would affect the terms of the program. All program
funds must be in U.S. funds and drawn on a U.S. bank. See Question 7 for other
important check-related information.
5. HOW DOES A HOME DEPOT STOCKHOLDER ENROLL IN DEPOTDIRECT?
If you are already a Home Depot stockholder of record (that is, if you own
shares that are registered in your name, not your broker's) but you are not
enrolled in DepotDirect, you may enroll in the program
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simply by completing and returning the enclosed enrollment form, by calling
EquiServe directly at 1-800-577-0177 or obtaining and completing an enrollment
form online.
6. I ALREADY OWN SHARES, BUT THEY ARE HELD BY MY BANK OR BROKER AND REGISTERED
IN "STREET NAME." HOW CAN I PARTICIPATE IN THE PROGRAM?
If your shares of Home Depot common stock are registered in the name of a
bank, broker or other nominee, you must arrange for that bank, broker or nominee
to register at least one share directly in your name in order to be eligible to
participate. Once at least one share is registered in your name, you can
complete an enrollment form, as described in Question 5. Alternatively, you may
also enroll in the program in the same manner as someone who is not currently a
Home Depot stockholder, as described in Question 7.
7. I AM NOT CURRENTLY A HOME DEPOT STOCKHOLDER. HOW DO I ENROLL IN THE PROGRAM?
If you do not currently own any Home Depot common stock and you wish to
become a stockholder and a participant in DepotDirect, you may enroll in the
program by completing an enrollment form and sending with it an initial
investment amount of at least $250 and no more than $100,000. Initial cash
payments can be made by check, money order or bank draft made payable to
EquiServe and sent to EquiServe at the address listed on the enrollment form.
All money must be in U.S. funds and drawn on a U.S. bank. Third party checks
will not be accepted. A one time initial investment fee of $5 will be deducted
from your initial investment.
You may also join DepotDirect online through services provided by
StockPower and authorize the deduction of your initial investment from your bank
account online. See Question 12 for information regarding StockPower.
8. ARE THERE FEES ASSOCIATED WITH PARTICIPATION?
EquiServe will deduct a service charge for each transaction made for you,
whether the transaction is a reinvestment of dividends, an optional purchase of
shares or a sale of shares held through DepotDirect. For purchases, that service
charge is 5% of the amount of your investment, up to a maximum of $2.50 per
transaction. In addition, you will be charged your proportionate share of
brokerage commissions on each purchase transaction. Your share of brokerage
commissions on small transactions may be less than usual since EquiServe will
buy or sell shares in volume for all participants and that commission savings
will be passed on to each participant.
If you ask EquiServe to sell some or all of your shares, you will be
charged an administrative service charge of $10, plus applicable brokerage
commissions.
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The fees associated with enrollment and participation in the program are
summarized in the chart below:
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COSTS TO THE PARTICIPANT
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ONE TIME FEE SERVICE CHARGE BROKERAGE COMMISSION
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<S> <C> <C> <C>
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Initial Investment Fee $5, deducted directly 5% of investment, up historically, about
for First-Time from the initial to a maximum of $2.50 $0.05 per share
Investors investment received
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Subsequent Purchases none 5% of investment, up historically, about
and Dividend to a maximum of $2.50 $0.05 per share
Reinvestments
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Sales none $10 historically, about
$0.15 per share
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Insufficient Funds $25, see Question 16 none none
for more information
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</TABLE>
9. WHAT ARE THE DIVIDEND PAYMENT OPTIONS?
You may elect to either receive dividends on your shares of Home Depot
common stock held through DepotDirect in cash or reinvest those dividends in the
purchase of additional shares. The options available to you are as follows:
- Reinvest All Your Dividends. If you select this option, EquiServe will
apply all of your dividends on Home Depot common stock held through the
program toward the purchase of more shares of Home Depot common stock.
- Reinvest None and Receive A Check For Dividends. If you select this
option, dividends will not be reinvested. Instead, you will receive a
check for all of your cash dividends.
The dividend reinvestment option is only available for shares held in your
DepotDirect account. To obtain dividend reinvestment with respect to all your
Home Depot common stock, all of your shares must be registered in your name and
be held in your DepotDirect account. You may change your election at any time by
either completing and submitting a new enrollment form by mail or online, or by
contacting EquiServe directly at 1-800-577-0177.
10. HOW DO I MAKE AN ADDITIONAL INVESTMENT?
You may make optional cash investments by choosing among the following
three options:
- Check Investment. You may make optional cash investments in Home Depot
common stock by sending to EquiServe a check, money order or bank draft
for the purchase of additional shares. The check, money order or bank
draft must be made payable to EquiServe in U.S. dollars and drawn on a
U.S. bank. EquiServe will not accept third party checks. All checks,
money orders and bank drafts should be sent to EquiServe at the address
listed on the Optional Cash Investment tear-off form attached to each
statement you receive, or if making an investment when enrolling, with
the enrollment form.
- Automatic Investment from a Bank Account. As an alternative to sending
checks, money orders and bank drafts for optional cash purchases, you may
elect to have funds automatically withdrawn every month from your
checking or savings account at a qualified financial institution. You may
elect the automatic cash withdrawal option by simply completing and
signing an automatic debit enrollment form, providing the necessary
information, together with a voided blank check or checking or savings
account deposit slip, and designating the amount, account number and U.S.
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bank routing number from which the funds are to be withdrawn each month.
Automatic debit enrollment forms are available from EquiServe and are
available online through services provided by StockPower. You may change
the amount of money or terminate an automatic monthly withdrawal of funds
by either calling EquiServe directly at 1-800-577-0177 or completing and
submitting to EquiServe a new automatic debit enrollment form. To be
effective, the new automatic debit enrollment form must be received by
EquiServe before the last day of the prior month. Also, you can cancel
any payment scheduled to be made by automatic debit, provided the request
is received by EquiServe at least two business days prior to the date of
the debit. See Question 13 for information regarding investment dates.
- Online Investments. You may make optional cash investments online
through services provided by StockPower at the financial information
section of Home Depot's website, www.homedepot.com, as well as at
StockPower's website, www.stockpower.com. In order to purchase shares
online through services provided by StockPower, you must authorize the
withdrawal of funds from your bank account online.
11. WHAT ARE THE MINIMUM AND MAXIMUM AMOUNTS FOR ADDITIONAL INVESTMENTS?
In addition to increasing your holdings of Home Depot common stock through
the reinvestment of dividends, you may make optional cash investments in Home
Depot common stock. Each investment must be for a minimum of $25, subject to a
maximum of $100,000 per year. Whether participating through the use of check,
money order or bank draft, or through the automatic investment feature, the $25
minimum and $100,000 annual maximum applies. If you are not a registered
stockholder and are a first-time investor in DepotDirect, your initial
investment must be for at least $250 and cannot exceed the $100,000 annual
maximum. All amounts must be in U.S. dollars and drawn on a U.S. bank.
12. WHAT TRANSACTIONS CAN I CONDUCT THROUGH STOCKPOWER'S ONLINE SERVICES?
StockPower offers investors a convenient way to invest in Home Depot common
stock completely online, without having to send in any forms or checks by mail.
Through StockPower, you may:
- Eliminate the time required to receive an enrollment form through the
mail;
- Elect to purchase shares of Home Depot common stock and authorize the
withdrawal of funds from a bank account for initial and optional cash
purchases, as well as for regular monthly investment;
- Choose to reinvest your Home Depot dividends;
- Review and manage your DepotDirect account at anytime from your personal
computer, including making changes to program elections and personal
data;
- Arrange to receive Home Depot annual reports and other materials over the
Internet;
- Receive transaction confirmations via email; and
- Arrange for online sales of some or all of your shares.
Participation in DepotDirect through services provided by StockPower is
voluntary. You can access StockPower's services through the financial
information section of our website, www.homedepot.com, or through StockPower's
website, www.stockpower.com.
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13. WHEN WILL SHARES BE PURCHASED UNDER THE PROGRAM?
General. EquiServe will attempt to buy Home Depot common stock in the open
market through a registered broker-dealer twice each week, typically each
Tuesday and Thursday. To make an investment on these days, EquiServe must
receive the request for purchase and funds by the following deadlines:
- To make the Tuesday investment date, requests for purchase made by
physical check must be received by EquiServe by Friday before 12:00 noon
Eastern Time. First-time online requests for purchase must be placed by
Wednesday before 3:00 p.m. Eastern Time. Subsequent online requests for
purchase must be placed by Thursday before noon Eastern Time.
- To make the Thursday investment date, requests for purchase made by
physical check must be received by EquiServe by Tuesday before 12:00 noon
Eastern Time. First-time online requests for purchase must be placed by
Friday before 3:00 p.m. Eastern Time. Subsequent online requests for
purchase must be placed by Monday before noon Eastern Time.
EquiServe will commingle all funds received from participants. Please note
that the first time you use the online method to invest, your order must be
placed by 3:00 p.m. Eastern Time four business days prior to the investment date
in order for EquiServe to receive the funds in time for the investment deadline.
Subsequent online requests for purchases must be placed by noon Eastern Time at
least three business days prior to the investment date. If the Tuesday or
Thursday is not a day on which the New York Stock Exchange is open, or falls on
a day which is not a business day in Massachusetts, then the investment will
occur on the next succeeding business day. Optional cash purchases not received
before the applicable investment date deadline will not be invested until the
next succeeding investment date. No interest will be paid on any funds held by
EquiServe between investment dates. Once you have placed your order, you may not
request a cash refund or otherwise change your order.
Automatic Monthly Withdrawals. If you elect to make monthly investments
through automatic withdrawals from your bank account, those investments will be
made only on the last investment date of each month. Your account will be
debited one business day before the last investment date. For example, assuming
that each day in this example is a business day, if the last day of the month is
Wednesday, the 30th, your account would be debited on Monday, the 28th, for an
investment on Tuesday, the 29th.
Dividend Reinvestments. EquiServe will generally invest all dividend funds
authorized to be reinvested within the same time frame as used for optional cash
purchases. All funds to be invested on an investment date are commingled.
14. AT WHAT PRICE WILL SHARES BE PURCHASED?
Your purchase price will be the average price per share for all shares
purchased on a given investment date.
15. WILL FRACTIONAL SHARES BE PURCHASED?
If any dividend or optional cash payment is not sufficient to purchase a
whole share of Home Depot common stock, a fractional share equivalent will be
credited to your account. All fractional shares are rounded to four decimal
places.
16. HOW ARE PAYMENTS WITH "INSUFFICIENT FUNDS" HANDLED?
In the event that any check or other deposit is returned unpaid for any
reason or your predesignated bank account does not have sufficient funds for an
automatic debit, EquiServe will consider the request for investment of that
purchase null and void and will immediately remove from your account any shares
already purchased in anticipation of receiving those funds. If the net proceeds
from the sale of those shares are insufficient to satisfy the balance of the
uncollected amounts, EquiServe may sell additional shares from your account as
necessary to satisfy the uncollected balance. There is a $25 charge for any
check or
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other deposit that is returned unpaid by your bank. This fee will be collected
by EquiServe through the sale of an appropriate number of shares from your
DepotDirect account necessary to satisfy the fee.
17. WILL INTEREST BE PAID ON DEPOTDIRECT ACCOUNTS?
No. Interest will not be paid on amounts held pending investments.
18. WHAT IS THE SOURCE OF HOME DEPOT COMMON STOCK PURCHASED THROUGH THE PROGRAM?
Shares are usually purchased in the open market through a registered
broker-dealer; however, at Home Depot's option, newly issued or treasury shares
may be purchased directly from Home Depot. Share purchases in the open market
may be made on any stock exchange where Home Depot common stock is traded or by
negotiated transactions on such terms as EquiServe may reasonably determine.
Neither Home Depot nor any participant will have any authority or power to
direct the date, time or price at which shares may be purchased by EquiServe.
19. WHO WILL HOLD THE CERTIFICATES FOR THE SHARES PURCHASED?
Shares purchased through DepotDirect are held in safekeeping in book-entry
form on EquiServe's records. The number of shares (including fractional
interests) held for each participant will be shown on each account statement.
20. HOW MAY I RECEIVE A STOCK CERTIFICATE?
You may obtain a certificate (at no cost) for some or all of your whole
shares at any time by simply requesting EquiServe to withdraw shares from your
DepotDirect account. You may make such a request by:
- using the tear-off form attached to the account statement;
- calling EquiServe at 1-800-577-0177; or
- accessing StockPower online and requesting a stock certificate.
Certificates are normally issued to participants within five business days
after receipt of the request. Withdrawing shares from your account balance does
not affect your dividend option (for example, dividends will continue to be
reinvested on the shares remaining in your account, if previously elected on the
enrollment form). No certificates will be issued for fractional shares of common
stock; instead, the market value of any fractional shares will be paid in cash.
21. MAY I ADD MY CERTIFICATE SHARES OF HOME DEPOT COMMON STOCK TO MY PROGRAM
ACCOUNT FOR SAFEKEEPING?
At the time of enrollment in the program or at any later time, you may use
the program's share certificate safekeeping service to deposit with EquiServe
any Home Depot common stock certificates in your possession and registered in
your name. To combine shares held in certificate form with shares held through
your DepotDirect account, you must complete the tear-off section of the account
statement. There is no charge for this service. The certificates do not need to
be endorsed. You should send your stock certificates by certified, registered or
insured mail, or by some other safe means, because you bear the risk of loss in
transit.
22. HOW MAY I SELL SHARES I HOLD THROUGH THE PROGRAM?
Shares held in your DepotDirect account can be sold on your behalf by
either calling EquiServe directly at 1-800-577-0177 or completing and submitting
the tear-off portion of the account statement. For participants enrolled in
StockPower, sales can also be made online using StockPower. Upon receipt of a
request to sell some or all of your shares, EquiServe will sell your shares on
the open market within five business days of receipt of your request and send
you the proceeds, less a service charge of $10 and
9
<PAGE> 11
applicable brokerage commissions and fees, which have historically been about
$0.15 per share. Proceeds are normally paid by check, which are distributed
within three business days after the sale.
You should be aware that the common stock price may fall during the period
between a request for sale, its receipt by EquiServe and the ultimate sale on
the open market. Instructions sent to EquiServe to sell shares are binding and
may not be rescinded.
23. CAN I TRANSFER SHARES THAT I HOLD IN THE PROGRAM TO SOMEONE ELSE?
Yes. You may transfer ownership of some or all of your shares held through
DepotDirect. You may call EquiServe at 1-800-577-0177 for complete transfer
instructions. You will be asked to send to EquiServe written transfer
instructions. Your signature must be "Medallion Guaranteed" by a financial
institution. Most banks and brokers participate in the Medallion Guarantee
program. The Medallion Guarantee program ensures that the individual signing is
in fact the owner of the participant's account. A notary is not sufficient.
You may transfer shares to new or existing Home Depot stockholders.
However, a new DepotDirect account will not be opened for a transferee as a
result of a transfer of less than one full share. If you open a new DepotDirect
account for a transferee, you must include an enrollment form with the
gift/transfer instructions.
24. I'VE JUST MOVED. HOW CAN I REQUEST A CHANGE OF ADDRESS OR UPDATE OTHER
PERSONAL DATA?
It is important that our records contain your most up-to-date personal
data. If you need to request a change of address or update other personal data,
please call EquiServe at 1-800-577-0177 or write to them at the address listed
in Question 26. You can also update your personal data through StockPower's
online services.
25. HOW MAY I MODIFY OR CLOSE MY DEPOTDIRECT ACCOUNT?
You can stop reinvesting dividends at any time by either calling EquiServe
at 1-800-577-0177 or providing EquiServe with written instructions to its
address in Question 26, provided you notify EquiServe at least 10 business days
preceding a dividend payment date. If your request to stop dividend reinvestment
is received after the tenth business day preceding a dividend payment date, then
the dividends will be reinvested and the shares will be added to your
DepotDirect account. You can stop dividend reinvestment by either:
- Completing and submitting a dividend reinvestment authorization form by
mail or online, or contacting EquiServe at 1-800-577-0177, and changing
your option to "Reinvest None And Receive A Check For Dividends" while
still keeping your shares in your DepotDirect account with EquiServe; or
- Closing your DepotDirect account by requesting all shares be issued in
the form of a stock certificate and a check be issued for the value of
any fractional share amount.
Alternatively, you may close your DepotDirect account by requesting all
shares be sold on the open market and a check be remitted to you for the
proceeds for all full and fractional shares, less a service charge of $10 and
applicable broker commissions and fees.
26. WHO ADMINISTERS DEPOTDIRECT? HOW DO I CONTACT THEM?
EquiServe, L.P., purchases and holds shares of Home Depot common stock
acquired under DepotDirect, keeps records, sends statements of account activity
to participants and performs other related duties.
10
<PAGE> 12
You may contact EquiServe by writing to:
DepotDirect
c/o EquiServe, L.P.
Mail Stop: 45-02-64
P.O. Box 8040
Boston, MA 02266-8040
You may also telephone EquiServe toll free at 1-800-577-0177, 24 hours a
day, seven days a week. Customer service representatives are available between
the hours of 9:00 A.M. and 6:00 P.M. Eastern Time, Monday through Friday.
27. WHAT REPORTS WILL I RECEIVE?
Easy to read, statements of your calendar year-to-date account activity
will be sent to you after the settlement of each transaction, which will
simplify your record keeping. Each statement will show the amount invested, the
purchase or sale price, the number of shares purchased or sold and the
applicable service charges, as well as any activity associated with share
deposits or withdrawals. Please notify EquiServe promptly either in writing or
by telephone if your address changes. In addition, you will receive copies of
the same communications sent to all other holders of Home Depot common stock,
such as annual reports and proxy statements. You will also receive any Internal
Revenue Service information returns, if required. If you participate in the
program online through StockPower, you can elect to receive communications from
Home Depot, such as annual reports and proxy statements, via email. In addition,
you can review your current account status, program options and transaction
history at any time.
Please retain all transaction statements for your records. The statements
contain important tax and other information.
28. WHAT IF HOME DEPOT ISSUES A STOCK DIVIDEND OR DECLARES A STOCK SPLIT OR
RIGHTS OFFERING?
Any stock dividends or split shares distributed by Home Depot to holders of
common stock held in DepotDirect accounts will be added to your account balance.
You will receive a statement indicating the number of shares or dividends earned
as a result of the transaction. In the event of a rights offering, you will
receive rights based upon the total number of whole shares you own, whether the
shares are held in the form of a physical certificate or held in a DepotDirect
account.
29. HOW DO I VOTE MY DEPOTDIRECT SHARES AT STOCKHOLDERS' MEETINGS?
In connection with any meeting of Home Depot stockholders, you will receive
proxy materials, including a proxy card representing both the shares for which
you hold physical certificates and the shares held in your DepotDirect account.
Those shares will be voted as you indicate on the returned proxy card.
Fractional shares will be voted. If you sign and return the proxy card and no
voting instructions are given with respect to any item on the proxy card, all of
your shares will be voted in accordance with the recommendations of Home Depot's
management. This is the same procedure that is followed for all other
stockholders who return signed proxy cards and do not provide instructions. If
you do not return the proxy card, or if you do not sign it, none of your shares
will be voted.
As an alternative to returning your proxy card, you may also vote by
telephone or online by following the instructions in the proxy materials.
30. CAN THE PROGRAM BE CHANGED?
Home Depot and EquiServe may suspend, modify or terminate the program at
any time. All participants will receive notice of any suspension, modification
or termination. If DepotDirect is terminated, certificates for whole shares held
in your DepotDirect account will be issued and a cash payment will be made for
any fractional share.
11
<PAGE> 13
EquiServe also may terminate your DepotDirect account if you do not own at
least one whole share. In the event your DepotDirect account is terminated for
this reason, a check for the cash value of the fractional share will be sent to
you and your account will be closed.
31. WHAT ARE THE RESPONSIBILITIES OF HOME DEPOT AND EQUISERVE UNDER DEPOTDIRECT?
Neither Home Depot nor EquiServe will be liable for any act or omission to
act, which was done in good faith, including any claim of liability arising out
of the failure to terminate a participant's account upon the participant's death
prior to receipt of notice in writing of the death along with a request to
terminate participation from a qualified representative of the deceased.
You should recognize that neither Home Depot nor EquiServe can assure you
of a profit or protect you against a loss on shares purchased through
DepotDirect.
Although Home Depot contemplates the continuation of quarterly dividends,
the payment of dividends is subject to the discretion of Home Depot's Board of
Directors and will depend upon future earnings, the financial condition of Home
Depot and other factors.
32. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATING IN THE
PROGRAM?
PARTICIPANTS IN THE PROGRAM ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS
WITH RESPECT TO THE TAX CONSEQUENCES OF PARTICIPATION IN DEPOTDIRECT (INCLUDING
FEDERAL, STATE, LOCAL AND OTHER TAX LAWS AND U.S. TAX WITHHOLDING LAWS)
APPLICABLE TO THEIR PARTICULAR SITUATIONS.
Cash dividends reinvested under the program will be taxable for U.S.
federal income tax purposes as having been received by you even though you have
not actually received them in cash. The total amount of dividends paid to you
during the year, whether or not they are reinvested, will be reported to you and
the U.S. Internal Revenue Service shortly after the close of each year.
You will not realize gain or loss for U.S. federal income tax purposes upon
a transfer of shares to your DepotDirect account or the withdrawal of whole
shares from your account. You will, however, generally realize gain or loss upon
the receipt of cash for fractional shares held in the program. You will also
realize gain or loss when shares are sold. The amount of gain or loss will be
the difference between the amount that you receive for the shares sold and your
tax basis in the shares (generally, the amount you paid for the shares). In
order to determine the tax basis for shares in your account, you should retain
all account transaction statements.
Program participants who are non-resident aliens or non-U.S. corporations,
partnerships or other entities generally are subject to a withholding tax on
dividends paid on shares held in the program. Where applicable, this withholding
tax generally is imposed at the rate of 30%; but this rate may be reduced by
treaty between the U.S. and the country in which the participant resides.
Dividends paid on shares in DepotDirect accounts may be subject to "the
backup withholding" provisions of the Internal Revenue Code. If you fail to
furnish a properly completed Form W-9 or its equivalent, unless you are exempt
from the withholding requirements described in Section 3406 of the Internal
Revenue Code, then EquiServe must withhold 31% from the amount of dividends, the
proceeds of the sale of a fractional share and the proceeds of any sale of whole
shares.
12
<PAGE> 14
WHERE YOU CAN FIND MORE INFORMATION
Home Depot files annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission. Our SEC
filings are available to the public over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we file with the SEC
at the SEC's following public reference facilities:
<TABLE>
<S> <C> <C>
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, New York 10048 Suite 1400
Chicago, Illinois 60661-2511
</TABLE>
You may also obtain copies of the documents at prescribed rates by writing
to the Public Reference Section of the SEC at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549. Please call 1-800-SEC-0330 for further information on
the operations of the public reference facilities. Our SEC filings are also
available at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
This prospectus constitutes part of a registration statement on Form S-3
filed by Home Depot under the Securities Act of 1933. As allowed by SEC rules,
this prospectus does not contain all the information you can find in the
registration statement or the exhibits to the registration statement.
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
The SEC allows us to "incorporate by reference" in this prospectus the
information we file with the SEC, which means:
- incorporated documents are considered part of this prospectus;
- we can disclose important information to you by referring you to those
documents; and
- information that we file with the SEC will automatically update and
supersede the information in this prospectus and any information that was
previously incorporated.
We incorporate by reference the documents listed below which were filed
with the SEC under the Securities Exchange Act of 1934:
(1) Our Annual Report on Form 10-K for the year ended on January 31,
1999, filed on April 19, 1999;
(2) Our Quarterly Report on Form 10-Q for the quarter ended on May 2,
1999, filed on June 3, 1999; and
(3) The section entitled "Description of Common Stock" in our Report
on Form 8-A, filed on August 24, 1981.
We also incorporate by reference each of the following documents that we
will file with the SEC after the date of the initial filing of the registration
statement and prior to the time we sell all of the shares of common stock
offered by this prospectus:
- Reports filed under Section 13(a) and (c) of the Exchange Act;
- Definitive proxy or information statements filed under Section 14 of the
Exchange Act in connection with any subsequent stockholders' meeting; and
- Any reports filed under Section 15(d) of the Exchange Act.
13
<PAGE> 15
You can obtain any of the filings incorporated by reference in this
document through us, or from the SEC through the SEC's web site or at the
addresses listed above. Documents incorporated by reference are available from
us without charge, excluding any exhibits to those documents unless the exhibit
is specifically incorporated by reference as an exhibit in this prospectus. You
can obtain documents incorporated by reference in this prospectus by requesting
them in writing or by telephone from us at the following address:
The Home Depot, Inc.
2455 Paces Ferry Road
Atlanta, Georgia 30339-4024
Attention: Investor Relations
Telephone: (770) 433-8211
USE OF PROCEEDS
Home Depot will receive proceeds from the purchase of common stock through
DepotDirect only to the extent that such purchases are made directly from Home
Depot, and not from open market purchases by EquiServe. Any proceeds received by
us (which cannot be estimated), will be used for general corporate purposes.
LEGAL OPINIONS
The legality of the common stock covered by this prospectus has been passed
upon for The Home Depot, Inc. by Kelly R. Caffarelli, Esq., Corporate Counsel of
The Home Depot, Inc. Ms. Caffarelli has options to purchase Home Depot common
stock as a participant in an employee benefit plan and is eligible to
participate in DepotDirect.
EXPERTS
The financial statements of The Home Depot, Inc. as of January 31, 1999 and
February 1, 1998, and for each of the years in the three-year period ended
January 31, 1999, have been incorporated by reference in this prospectus and in
the registration statement in reliance on the report of KPMG LLP, independent
certified public accountants, incorporated by reference in this prospectus and
upon the authority of that firm as experts in accounting and auditing.
14
<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses in connection with the
issuance and distribution of the securities being registered. All amounts shown
(other than the SEC registration fee) are estimates subject to future
contingencies.
<TABLE>
<S> <C>
SEC Registration Fee........................................ $ 99,455
Legal Fees and Expenses..................................... 7,500
Printing and Distribution of Prospectus..................... 20,000
Accounting Fees and Expense................................. 4,500
Miscellaneous Expenses...................................... 3,545
--------
Total............................................. $135,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
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 Registrant, and each person who may
serve at the request of the Registrant as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise
shall be indemnified by the Registrant 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.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C> <C>
5.1 -- Opinion of Kelly R. Caffarelli, Corporate Counsel of The
Home Depot, Inc.
23.1 -- Consent of Kelly R. Caffarelli, Corporate Counsel of The
Home Depot, Inc. (included in Exhibit 5.1).
23.2 -- Consent of KPMG LLP, Independent Certified Public
Accountants.
24.1 -- Powers of Attorney.
99.1 -- Invemed Letter.
</TABLE>
II-1
<PAGE> 17
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) 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 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 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 provisions described
under Item 15 above 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
against the Registrant by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless 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.
II-2
<PAGE> 18
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 this Registration Statement 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 June 24, 1999.
THE HOME DEPOT, INC.
BY: /s/ ARTHUR M. BLANK
------------------------------------
Arthur M. Blank
President & CEO
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated below as of the 24th day of June, 1999.
<TABLE>
<CAPTION>
SIGNATURES TITLE
---------- -----
<C> <C> <S>
/s/ BERNARD MARCUS Chairman of the Board
- -----------------------------------------------------
Bernard Marcus
/s/ ARTHUR M. BLANK President and CEO (Principal
- ----------------------------------------------------- Executive Officer)
Arthur M. Blank
/s/ RONALD M. BRILL Executive Vice President, Chief
- ----------------------------------------------------- Administrative Officer, Assistant
Ronald M. Brill Secretary and Director
* Director
- -----------------------------------------------------
Frank Borman
/s/ DENNIS CAREY Executive Vice President and
- ----------------------------------------------------- Chief Financial Officer
Dennis Carey (Principal Financial Officer)
* Director
- -----------------------------------------------------
John L. Clendenin
* Director
- -----------------------------------------------------
Berry R. Cox
* Director
- -----------------------------------------------------
Milledge A. Hart, III
* Director
- -----------------------------------------------------
Kenneth G. Langone
* Director
- -----------------------------------------------------
M. Faye Wilson
</TABLE>
II-3
<PAGE> 19
<TABLE>
<CAPTION>
SIGNATURES TITLE
---------- -----
<C> <C> <S>
* Director
- -----------------------------------------------------
Bonnie G. Hill
* Director
- -----------------------------------------------------
William S. Davila
</TABLE>
- ---------------
* The undersigned, by signing his name hereto, does hereby sign this report on
behalf of each of the above-indicated directors of the registrant pursuant to
powers of attorney executed by such directors.
BY: /s/ ARTHUR M. BLANK
------------------------------
Arthur M. Blank
Attorney-in-fact
II-4
<PAGE> 20
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <C> <S>
5.1 -- Opinion of Kelly R. Caffarelli, Corporate Counsel of The
Home Depot, Inc.
23.1 -- Consent of Kelly R. Caffarelli, Corporate Counsel of The
Home Depot, Inc. (included in Exhibit 5.1).
23.2 -- Consent of KPMG LLP, Independent Certified Public
Accountants.
24.1 -- Powers of Attorney.
99.1 -- Invemed letter.
</TABLE>
<PAGE> 1
EXHIBIT 5.1
June 23, 1999
Board of Directors
The Home Depot, Inc.
2455 Paces Ferry Road, N.W.
Atlanta, GA 30339
Ladies and Gentlemen:
In connection with the registration of 6,000,000 shares of Common Stock , $.05
par value per share, of The Home Depot, Inc., (the "Shares"), issuable under the
DepotDirect Program of The Home Depot, Inc. (the "Company") pursuant to a
Registration Statement on Form S-3, filed with the Securities and Exchange
Commission to which this opinion appears as Exhibit 5.1 (the "Registration
Statement"), I have examined originals or copies certified or otherwise
identified to my satisfaction, of such records of the Company, such certificates
of public officials, officers of the Company or other persons, and such other
documents as I have deemed necessary or appropriate as the basis of the opinion
set forth below in this letter. In such examination, I have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
authenticity and completeness of all documents submitted to me as originals, the
conformity to original documents of all documents submitted to me as certified,
conformed, photostatic or facsimile copies, and the authenticity of originals of
such copies, and I have assumed that all certificates of public officials to
have been properly given and to be accurate. Based on the foregoing, I am of the
following opinion:
The Shares have been duly authorized and when sold by the Company as
described in the Registration Statement, will be validly issued, fully
paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving this opinion, I do not thereby admit that I
come within the category of persons whose consent is required pursuant to
Section 7 of the Securities Act of 1933, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Sincerely,
/s/ Kelly R. Caffarelli
Kelly R. Caffarelli
Corporate Counsel
<PAGE> 1
EXHIBIT 23.2
The Board of Directors
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 LLP
Atlanta, Georgia
June 23, 1999
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
I, Frank Borman, a director of The Home Depot, Inc., a Delaware
corporation, do hereby constitute and appoint Arthur M. Blank 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 Company's Direct Stock Purchase and Dividend Reinvestment Plan,
and to file the same 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 to said Registration Statement,
incorporating such changes as any of the said attorneys-in-fact deems
appropriate, hereby ratifying and confirming all that each of said
attorney-in-fact deems appropriate, and 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 23rd day
of June, 1999.
/s/ Frank Borman
-----------------------------------------
Frank Borman
<PAGE> 2
POWER OF ATTORNEY
I, Berry R. Cox, a director of The Home Depot, Inc., a Delaware
corporation, do hereby constitute and appoint Arthur M. Blank 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 Company's Direct Stock Purchase and Dividend Reinvestment Plan,
and to file the same 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 to said Registration Statement,
incorporating such changes as any of the said attorneys-in-fact deems
appropriate, hereby ratifying and confirming all that each of said
attorney-in-fact deems appropriate, and 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 17th day
of June, 1999.
/s/ Berry R. Cox
-----------------------------------------
Berry R. Cox
<PAGE> 3
POWER OF ATTORNEY
I, John L. Clendenin, a director of The Home Depot, Inc., a Delaware
corporation, do hereby constitute and appoint Arthur M. Blank 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 Company's Direct Stock Purchase and Dividend Reinvestment Plan,
and to file the same 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 to said Registration Statement,
incorporating such changes as any of the said attorneys-in-fact deems
appropriate, hereby ratifying and confirming all that each of said
attorney-in-fact deems appropriate, and 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 23rd day
of June, 1999.
/s/ John L. Clendenin
---------------------------------------
John L. Clendenin
<PAGE> 4
POWER OF ATTORNEY
I, Milledge A. Hart, III, a director of The Home Depot, Inc., a
Delaware corporation, do hereby constitute and appoint Arthur M. Blank 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 Company's Direct Stock Purchase and Dividend
Reinvestment Plan, and to file the same 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 to said
Registration Statement, incorporating such changes as any of the said
attorneys-in-fact deems appropriate, hereby ratifying and confirming all that
each of said attorney-in-fact deems appropriate, and 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 June, 1999.
/s/ Milledge A. Hart, III
-----------------------------------------
Milledge A. Hart, III
<PAGE> 5
POWER OF ATTORNEY
I, Kenneth G. Langone, a director of The Home Depot, Inc., a Delaware
corporation, do hereby constitute and appoint Arthur M. Blank 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 Company's Direct Stock Purchase and Dividend Reinvestment Plan,
and to file the same 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 to said Registration Statement,
incorporating such changes as any of the said attorneys-in-fact deems
appropriate, hereby ratifying and confirming all that each of said
attorney-in-fact deems appropriate, and 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 16th day
of June, 1999.
/s/ Kenneth G. Langone
-----------------------------------------
Kenneth G. Langone
<PAGE> 6
POWER OF ATTORNEY
I, M. Faye Wilson, a director of The Home Depot, Inc., a Delaware
corporation, do hereby constitute and appoint Arthur M. Blank 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 Company's Direct Stock Purchase and Dividend Reinvestment Plan,
and to file the same 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 to said Registration Statement,
incorporating such changes as any of the said attorneys-in-fact deems
appropriate, hereby ratifying and confirming all that each of said
attorney-in-fact deems appropriate, and 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 23rd day
of June, 1999.
/s/ M. Faye Wilson
--------------------------------------
M. Faye Wilson
<PAGE> 7
POWER OF ATTORNEY
I, Bonnie G. Hill, a director of The Home Depot, Inc., a Delaware
corporation, do hereby constitute and appoint Arthur M. Blank 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 Company's Direct Stock Purchase and Dividend Reinvestment Plan,
and to file the same 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 to said Registration Statement,
incorporating such changes as any of the said attorneys-in-fact deems
appropriate, hereby ratifying and confirming all that each of said
attorney-in-fact deems appropriate, and 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 16th day
of June, 1999.
/s/ Bonnie G. Hill
-----------------------------------------
Bonnie G. Hill
<PAGE> 8
POWER OF ATTORNEY
I, William S. Davila, a director of The Home Depot, Inc., a Delaware
corporation, do hereby constitute and appoint Arthur M. Blank 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 Company's Direct Stock Purchase and Dividend Reinvestment Plan,
and to file the same 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 to said Registration Statement,
incorporating such changes as any of the said attorneys-in-fact deems
appropriate, hereby ratifying and confirming all that each of said
attorney-in-fact deems appropriate, and 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 17th day
of June, 1999.
/s/ William S. Davila
-----------------------------------------
William S. Davila
<PAGE> 1
Exhibit 99.1
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. If you have
any questions, please call 1-800-577-0177.
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.
