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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
---
Office Depot, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
6762201
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(CUSIP Number)
Peter M. Schwarzenbach, Vice President, General Counsel, Staples, Inc.
One Research Drive, Westboro, Massachusetts 01581 (508) 370-8500
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 2, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
- ------------------------- ---------------------------
|CUSIP NO. 67622010 | Schedule 13D | Page 1 of 5 Pages |
| ----------- | | --- --- |
- ------------------------- ---------------------------
|--------|---------------------------------------------------------------------|
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Staples, Inc. |
| | 04-2896127 |
|--------|---------------------------------------------------------------------|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] |
| | (b) [ ] |
| | N/A |
|--------|---------------------------------------------------------------------|
| 3 | SEC USE ONLY |
| | |
|--------|---------------------------------------------------------------------|
| 4 | SOURCE OF FUNDS* |
| | N/A |
|--------|---------------------------------------------------------------------|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] |
| | PURSUANT TO ITEMS 2(d) or 2(e) |
| | N/A |
|--------|---------------------------------------------------------------------|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| | Delaware |
|--------|-----------------|--------|------------------------------------------|
| | 7 | SOLE VOTING POWER |
| | | 100 |
| NUMBER OF |--------| -----------------------------------------|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY ----------------------------------------------------|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 100 |
| PERSON ----------------------------------------------------|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|--------|---------------------------------------------------------------------|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 100 |
|--------|---------------------------------------------------------------------|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ] |
| | SHARES* |
| | N/A |
|--------|---------------------------------------------------------------------|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0% |
|--------|---------------------------------------------------------------------|
| 14 | TYPE OF REPORTING PERSON* |
| | CO |
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1. Security and Issuer
The class of equity securities to which this Amendment to Statement on Schedule
13D relates is the common stock, $.01 par value per share (the "Common Stock"),
of Office Depot, Inc. (the "Issuer"), a Delaware corporation, with its principal
executive offices located at 2200 Old Germantown Road, in Delray Beach, Florida
33445.
Item 2. Identity and Background
This Amendment is being filed by Staples, Inc., a Delaware corporation
("Staples"). Staples has its principal office at One Research Drive, Westboro,
Massachusetts 01581.
The information required to be disclosed by Item 1 of Schedule 13D was
previously disclosed in Item 1 of Staples' Statement on Schedule 13D relating to
shares of Common Stock of the Issuer filed with the Securities and Exchange
Commission on September 13, 1996 (the "Original Schedule 13D").
Item 3. Source and Amount of Funds or Other Consideration
This Amendment relates to the termination of an option (the "Stock
Option") that had been granted to Staples by the Issuer to purchase shares of
Common Stock from the Issuer as described in Item 4 to the Original Schedule
13D. On July 2, 1997, Staples and the Issuer voluntarily terminated the Stock
Option. No monetary consideration was paid by Staples to the Issuer for the
Stock Option nor was any monetary consideration paid by either Staples or the
Issuer in connection with the termination of the Stock Option.
Item 4. Purpose of Transaction.
As stated above, Staples and the Issuer voluntarily terminated the
Stock Option on July 2, 1997.
Staples has no plans or proposals which relate to, or may result in,
any of the matters listed in paragraphs (a) through (j) of Item 4 of Schedule
13D (although Staples reserves the right to develop such plans).
Item 5. Interest in Securities of the Issuer.
After giving effect to the termination of the Stock Option, Staples
owns 100 shares of Common Stock of the Issuer. In addition, certain of Staples'
directors, executive officers and their respective affiliates beneficially own
an aggregate of 47,323 shares of Common Stock of the Issuer as more fully
described in Item 5 of the Original Schedule 13D.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
None of the persons named in Item 2 of the Original Schedule 13D has
any contracts, arrangements, understandings or relationships (legal or
otherwise) with any person with respect to any securities of the Issuer,
including, but not limited to, transfer or voting of any securities, finders
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
None.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
July 2, 1997 STAPLES, INC.
By: /s/ Peter M. Schwarzenbach
---------------------------------
Peter M. Schwarzenbach,
Vice President,
General Counsel and Secretary
