<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
/X/ Amendment No. 1 to Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended December 27, 1997
/ / Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 (No fee required)
for the transition period from to
Commission file number 1-10948
OFFICE DEPOT, INC.
(Exact name of registrant as specified in its charter)
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<CAPTION>
Delaware 59-2663954
<S> <C>
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
2200 Old Germantown Road, Delray Beach, Florida 33445
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: 561/278-4800
Securities registered pursuant to Section 12(b) of the Act:
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<CAPTION>
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
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<S> <C>
Common Stock, par value $0.01 per share New York Stock Exchange
Preferred Share Purchase Rights New York Stock Exchange
Liquid Yield Option Notes due 2007 convertible into Common Stock New York Stock Exchange
Liquid Yield Option Notes due 2008 convertible into Common Stock New York Stock Exchange
</TABLE>
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
|X|
The aggregate market value of voting stock held by non-affiliates of
the registrant as of March 20, 1998 was approximately $4,563,473,203.
As of March 20, 1998, the Registrant had 158,686,001 shares of Common
Stock outstanding.
Documents Incorporated by Reference
Portions of the Registrant's Annual Report to Stockholders for the fiscal
year ended December 27, 1997 are incorporated by reference in Part II, and the
Proxy Statement to be mailed to stockholders on or about April 22, 1998 for the
Annual Meeting to be held on May 26, 1998 is incorporated by reference in Part
III.
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The undersigned hereby amends its Annual Report on Form 10-K for the
fiscal year ended December 27, 1997 by adding Exhibits 27.2 and 27.3 and by
amending the Index to Exhibits to include such exhibits, as shown on the
attached Index to Exhibits.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on March 30, 1998.
OFFICE DEPOT, INC.
By: /s/ Barry J. Goldstein
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Barry J. Goldstein
Executive Vice President - Finance,
Chief Financial Officer and Secretary
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INDEX TO EXHIBITS
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<CAPTION>
Sequentially
EXHIBIT Numbered
NUMBER EXHIBIT PAGE +
- ------ ------- ------------
<S> <C> <C>
3.1 Restated Certificate of Incorporation, as amended to date (1)
3.2 Bylaws (2)
4.1 Form of certificate representing shares of Common Stock (3)
4.2 Form of Indenture (including form of LYON) between the Company and (4)
The Bank of New York, as Trustee
4.3 Form of Indenture (including form of LYON) between the Company and (5)
Bankers Trust Company, as Trustee
4.4 Rights Agreement dated as of September 4, 1996 between Office Depot, (6)
Inc. and ChaseMellon Shareholder Services, L.L.C., as Rights Agent,
including the form of Certificate of Designation, Preferences and Rights
of Junior Participating Preferred Stock, Series A attached thereto as
Exhibit A, the form of Rights Certificate attached thereto as Exhibit B
and the Summary of Rights attached thereto as Exhibit C.
10.1 Stock Purchase Agreement, dated as of June 21, 1989, between the (3)
Company and Carrefour S.A.
10.2 Agreement and Plan of Reorganization, dated December 19, 1990, among (3)
the Company, The Office Club, Inc. and OD Sub Corp.
10.3 Stock Purchase Agreement, dated as of April 24, 1991, between the (7)
Company, Carrefour S.A. and Carrefour Nederland B. V.
10.4 Revolving Credit and Line of Credit Agreement dated as of February
20, 1998 by and among the Company and SunTrust Bank, Central Florida,
National Association, individually and as Administrative Agent; Bank
of America National Trust and Savings Association, individually and
as Syndication Agent; NationsBank, National Association, individually
and as Documentation Agent; Royal Bank of Canada, individually and as
Co-Agent; Citibank, N.A., individually and as Co-Agent; The First
National Bank of Chicago, individually and as Co-Agent; CoreStates
Bank, N.A.; PNC Bank, National Association; Fifth Third Bank; and
Hibernia National Bank. (Exhibits to the Revolving Credit and Line of
Credit Agreement have been omitted, but a copy may be obtained free
of charge upon request to the Company)
10.5 Office Depot, Inc. Long-Term Equity Incentive Plan* (8)
10.6 Amended and Restated Agreement and Plan of Merger dated as of (9)
July 12, 1993 and amended and restated as of August 30, 1993 by and
among the Company, Eastman Office Products Corporation, EOPC
Acquisition Corp. and certain investors
10.7 1997-2001 Office Depot, Inc. Designated Executive Incentive Plan*
10.8 Partnership Agreement, dated as of June 10, 1995, between the Company (10)
and Carrefour, a joint stock company incorporated under French law.
10.9 Form of Employment Agreement, dated as of September 4, 1996, by (11)
and between Office Depot, Inc. and each of F. Terry Bean, Thomas
Kroeger and William P. Seltzer
10.10 Form of Employment Agreement, dated as of September 4, 1996, by (11)
and between Office Depot, Inc. and each of David I. Fuente, John C.
Macatee, Barry J. Goldstein and Richard M. Bennington
10.11 Form of Indemnification Agreement, dated as of September 4, 1996, (11)
by and between Office Depot, Inc. and each of David I. Fuente,
Cynthia R. Cohen, W. Scott Hedrick, James L. Heskett, Michael J.
Myers, Peter J. Solomon, Barry J. Goldstein, F. Terry Bean, Richard
M. Bennington, William P. Seltzer, John C. Macatee, Thomas Kroeger
and R. John Schmidt, Jr.
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<CAPTION>
Sequentially
EXHIBIT Numbered
NUMBER EXHIBIT PAGE +
- ------ ------- ------------
<S> <C> <C>
10.12 Form of Employment Agreement, dated as of October 21, 1997, by and
between Office Depot, Inc. and each of Richard M. Bennington,
Barry J. Goldstein, John C. Macatee and William P. Seltzer
13.1 Selected financial data, Management's Discussion and Analysis of
Financial Condition and Results of Operations, and financial
Statements and Independent Auditors' Report thereon excerpted from
the Company's Annual Report to Stockholders
21.1 List of the Company's subsidiaries
23.1 Consent of Deloitte & Touche LLP
27.1 Financial Data Schedule
27.2 Restated Financial Data Schedules for the Year Ended December 28,
1996, Year Ended December 30, 1995, Quarter Ended March 30, 1996,
Quarter Ended June 29, 1996, and Quarter Ended September 28, 1996
27.3 Restated Financial Data Schedules for the Quarter Ended March 29,
1997, Quarter Ended June 28, 1997, and Quarter Ended September 27,
1997
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+ This information appears only in the manually signed original copies of
this report.
* Management contract or compensatory plan or arrangement.
(1) Incorporated by reference to the respective exhibit to the Company's Proxy
Statement for its 1995 Annual Meeting of Stockholders.
(2) Incorporated by reference to the Company's Quarterly Report on Form 10-Q,
filed with the Commission on August 12, 1996.
(3) Incorporated by reference to the respective exhibit to the Company's
Registration Statement No. 33-39473.
(4) Incorporated by reference to the respective exhibit to the Company's
Registration Statement No. 33-54574.
(5) Incorporated by reference to the respective exhibit to the Company's
Registration Statement No. 33-70378.
(6) Incorporated by reference to the Company's Current Report on Form 8-K,
filed with the Commission on September 6, 1996.
(7) Incorporated by reference to the respective exhibit to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended June 29,
1991.
(8) Incorporated by reference to the respective exhibit to the Company's Proxy
Statement for its 1997 Annual Meeting of Stockholders.
(9) Incorporated by reference to the respective exhibit to the Company's
Registration Statement No. 33-51409.
(10) Incorporated by reference to the respective exhibit to the Company's
Annual Report on Form 10-K for the year ended December 30, 1995.
(11) Incorporated by reference to the respective exhibit to the Company's
Annual Report on Form 10-K for the year ended December 28, 1996.
Upon request, the Company will furnish a copy of any exhibit to this report
upon the payment of reasonable copying and mailing expenses.
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<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS RESTATED SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF OFFICE DEPOT, INC. FOR THE YEAR ENDED DECEMBER 28, 1996,
YEAR ENDED DECEMBER 30,1995, QUARTER ENDED MARCH 30, 1996, QUARTER ENDED JUNE
29, 1996, AND QUARTER ENDED SEPTEMBER 28, 1996, AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C> <C> <C> <C>
<PERIOD-TYPE> YEAR YEAR 3-MOS 6-MOS 9-MOS
<FISCAL-YEAR-END> DEC-28-1996 DEC-30-1995 DEC-28-1996 DEC-28-1996 DEC-29-1996
<PERIOD-START> DEC-31-1995 JAN-01-1995 DEC-31-1995 DEC-31-1995 DEC-31-1995
<PERIOD-END> DEC-28-1996 DEC-30-1995 MAR-30-1996 JUN-29-1996 SEP-28-1996
<CASH> 51,398 61,993 36,462 17,589 35,574
<SECURITIES> 0 0 0 0 0
<RECEIVABLES> 234,211 187,476 199,543 202,958 237,366
<ALLOWANCES> 11,538 3,808 3,995 4,224 5,993
<INVENTORY> 1,324,506 1,258,413 1,266,901 1,252,500 1,236,276
<CURRENT-ASSETS> 1,821,596 1,730,999 1,688,668 1,645,860 1,705,009
<PP&E> 925,533 747,926 781,123 830,592 878,431
<DEPRECIATION> 253,885 182,844 199,853 216,196 235,065
<TOTAL-ASSETS> 2,740,317 2,531,217 2,506,618 2,499,651 2,590,817
<CURRENT-LIABILITIES> 1,127,801 1,022,105 957,390 814,568 920,541
<BONDS> 559,096 498,219 489,225 591,359 527,312
0 0 0 0 0
0 0 0 0 0
<COMMON> 1,594 1,580 1,588 1,593 1,592
<OTHER-SE> 1,154,351 1,001,415 1,044,195 1,076,445 1,114,633
<TOTAL-LIABILITY-AND-EQUITY> 2,740,317 2,531,217 2,506,618 2,499,651 2,590,817
<SALES> 6,068,598 5,313,192 1,632,995 1,381,365 1,509,650
<TOTAL-REVENUES> 6,068,598 5,313,192 1,632,995 1,381,365 1,509,650
<CGS> 4,700,910 4,110,334 1,277,617 1,056,661 1,175,964
<TOTAL-COSTS> 5,661,821 4,910,558 1,525,531 1,286,000 1,409,327
<OTHER-EXPENSES> 167,396 158,557 45,773 41,693 38,818
<LOSS-PROVISION> 8,514 1,869 488 482 2,518
<INTEREST-EXPENSE> 26,078 22,551 5,311 6,570 7,206
<INCOME-PRETAX> 212,718 221,921 56,390 47,432 53,433
<INCOME-TAX> 83,676 89,522 22,907 19,195 21,575
<INCOME-CONTINUING> 129,042 132,399 33,483 28,237 31,858
<DISCONTINUED> 0 0 0 0 0
<EXTRAORDINARY> 0 0 0 0 0
<CHANGES> 0 0 0 0 0
<NET-INCOME> 129,042 132,399 33,483 28,237 31,858
<EPS-PRIMARY> .82 .87 .21 .18 .20
<EPS-DILUTED> .80 .83 .21 .18 .20
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS RESTATED SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF OFFICE DEPOT, INC. FOR THE QUARTER ENDED MARCH 29, 1997,
QUARTER ENDED JUNE 28, 1997, AND QUARTER ENDED SEPTEMBER 27, 1997, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS 9-MOS
<FISCAL-YEAR-END> DEC-27-1997 DEC-27-1997 DEC-27-1997
<PERIOD-START> DEC-29-1996 DEC-29-1996 DEC-29-1996
<PERIOD-END> MAR-29-1997 JUN-28-1997 SEP-27-1997
<CASH> 84,585 69,905 194,093
<SECURITIES> 0 0 0
<RECEIVABLES> 379,350 248,149 283,909
<ALLOWANCES> 13,369 14,531 18,088
<INVENTORY> 1,241,371 1,154,705 1,203,777
<CURRENT-ASSETS> 1,734,695 1,655,555 1,898,614
<PP&E> 946,089 963,990 1,000,893
<DEPRECIATION> 275,054 296,956 318,474
<TOTAL-ASSETS> 2,656,126 2,574,616 2,833,033
<CURRENT-LIABILITIES> 991,276 871,656 1,055,528
<BONDS> 422,897 426,900 454,984
0 0 0
0 0 0
<COMMON> 1,597 1,599 1,602
<OTHER-SE> 1,196,216 1,230,182 1,277,152
<TOTAL-LIABILITY-AND-EQUITY> 2,656,126 2,574,616 2,833,033
<SALES> 1,772,444 3,304,269 4,994,544
<TOTAL-REVENUES> 1,772,444 3,304,269 4,994,544
<CGS> 1,372,903 2,514,194 3,835,381
<TOTAL-COSTS> 1,648,311 3,068,298 4,630,066
<OTHER-EXPENSES> 47,378 94,270 144,870
<LOSS-PROVISION> 2,081 4,526 9,076
<INTEREST-EXPENSE> 5,504 10,513 15,994
<INCOME-PRETAX> 64,146 114,575 186,143
<INCOME-TAX> 25,359 45,314 73,150
<INCOME-CONTINUING> 38,787 69,261 112,993
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 38,787 69,261 112,993
<EPS-PRIMARY> .25 .44 .72
<EPS-DILUTED> .24 .43 .69
</TABLE>
