UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report October 26, 2001
Commission file number 1-10948
OFFICE DEPOT, INC.
(Exact name of registrant as specified in its charter)
Delaware 59-2663954
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2200 Old Germantown Road, Delray Beach, Florida 33445
(Address of principal executive offices) (Zip Code)
(561) 438-4800
(Registrant's telephone number, including area code)
Former name or former address, if changed since last report: N/A
ITEM 5. OTHER EVENTS
1. Press release dated October 26, 2001, announcing extension of offer to
exchange 10% Senior Subordinated Notes due 2008 for Registered 10%
Senior Subordinated Notes due 2008. A copy of the press release is
attached hereto as exhibit 99.1 and incorporated by this reference
herein.
2. Press release dated October 26, 2001 announcing a new stock repurchase
program providing for the repurchase of up to $50 million of the
Company's common stock annually. A copy of the press release is
attached hereto as exhibit 99.2 and incorporated by this reference
herein.
SIGNATURE
Pursuant to the requirements 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.
OFFICE DEPOT, INC.
Date: October 26, 2001 By: /S/ DAVID C. FANNIN
David C. Fannin
Executive Vice President and
General Counsel
[OFFICE DEPOT LOGO]
NEWS RELEASE
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CONTACT: Eileen H. Dunn
Vice President, Investor Relations/Public Relations
561/438-4930
edunn@officedepot.com
OFFICE DEPOT EXTENDS OFFER TO EXCHANGE
10% SENIOR SUBORDINATED NOTES DUE 2008
FOR REGISTERED 10% SENIOR SUBORDINATED NOTES DUE 2008
DELRAY BEACH, FLA. -- OCTOBER 25, 2001 -- OFFICE DEPOT, INC. (NYSE: ODP), the
world's largest seller of office products, today announced that it has elected
to extend its offer to exchange its 10% Senior Subordinated Notes Due 2008 (the
"Old Notes") for a like amount of 10% Senior Subordinated Notes due 2008 that
are registered with the Securities and Exchange Commission (the "Exchange
Offer") so that the expiration date of the Exchange Offer will now be 12:00
noon, EST, on October 31, 2001, unless further extended. Holders of Old Notes
may continue to exchange their Old Notes until that time. Consummation of the
Exchange Offer and the Company's acceptance of and exchange of Old Notes is
subject to certain conditions described in the Prospectus of Office Depot, Inc.
dated September 24, 2001 that was distributed to the holders of the Old Notes.
As of October 25, 2001, holders of approximately $245 million aggregate
principal amount of the Old Notes have tendered their Old Notes in the Exchange
Offer.
The Company commenced the Exchange Offer on September 25, 2001. The detailed
terms and conditions of the Exchange Offer are contained in the Prospectus.
Holders of Old Notes may obtain copies of the Prospectus and related material
from SunTrust Bank, the Exchange Agent for the Exchange Offer, at (305)
579-7009.
This announcement is not an offer to purchase or a solicitation of an offer to
exchange the Old Notes. The Company is making the Exchange Offer solely pursuant
to the Prospectus.
ABOUT OFFICE DEPOT
As of September 29, 2001 Office Depot operated 846 office supply superstores in
the United States and Canada, in addition to a national business-to-business
delivery network supported by 25 delivery centers, more than 60 local sales
offices and 12 regional call centers. Furthermore, the Company had operations in
16 countries outside of the United States and Canada, including 28 office supply
stores in France and seven in Japan that are owned and operated by the Company;
and 101 additional office supply stores under joint venture and licensing
agreements operating under the Office Depot(R) name in five foreign countries.
The Company also operates an award-winning U.S. Office Depot(R) brand Web site
at www.officedepot.com where customers can access Office Depot's low competitive
prices seven days a week, twenty-four hours a day, and it operates
www.officedepot.co.jp in Japan and www.officedepot.fr in France as well as
Viking(R) brand Web sites at www.vikingop.com in the United States,
www.viking-direct.co.uk in the United Kingdom, www.viking.de in Germany,
www.vikingdirect.nl in The Netherlands, www.vikingop.it in Italy,
www.vikingop.com.au in Australia, www.vikingop.co.jp in Japan,
www.vikingdirect.fr in France and www.vikingdirekt.at in Austria. Office Depot's
common stock is traded on the New York Stock Exchange under the symbol ODP and
is included in the S&P 500 Index.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS: EXCEPT FOR HISTORICAL
INFORMATION, THE MATTERS DISCUSSED IN THIS PRESS RELEASE ARE FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995, AS AMENDED. FORWARD-LOOKING STATEMENTS, INCLUDING WITHOUT LIMITATION ALL
OF THE PROJECTIONS AND ANTICIPATED LEVELS OF FUTURE PERFORMANCE, INVOLVE RISKS
AND UNCERTAINTIES WHICH MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
DISCUSSED HEREIN. THESE RISKS AND UNCERTAINTIES ARE DETAILED FROM TIME TO TIME
BY OFFICE DEPOT IN ITS FILINGS WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION ("SEC"), INCLUDING WITHOUT LIMITATION ITS MOST RECENT FILING ON FORM
10-K, FILED ON MARCH 27, 2001 AND ALL SUBSEQUENT FILINGS WITH THE SEC. YOU ARE
STRONGLY URGED TO REVIEW ALL SUCH FILINGS FOR A MORE DETAILED DISCUSSION OF SUCH
RISKS AND UNCERTAINTIES. THE COMPANY'S SEC FILINGS ARE READILY OBTAINABLE AT NO
CHARGE AT WWW.SEC.GOV AND AT WWW.FREEEDGAR.COM, AS WELL AS ON A NUMBER OF OTHER
COMMERCIAL WEB SITES.
[OFFICE DEPOT LOGO]
NEWS RELEASE
--------------------------------------------------------------------------------
CONTACT: Eileen H. Dunn
Vice President, Investor Relations/Public Relations
561/438-4930
edunn@officedepot.com
OFFICE DEPOT ANNOUNCES NEW STOCK REPURCHASE
PROGRAM Company's Board of Directors Authorizes
up to $50 Million Buyback per Year
DELRAY BEACH, FLA. -- OCTOBER 26, 2001 -- OFFICE DEPOT, INC. (NYSE: ODP), the
world's largest seller of office products, today announced that its Board of
Directors has authorized the Company to repurchase up to $50 million of its
common stock annually.
Purchases will be made in the open market or through privately negotiated
transactions and made in accordance with all applicable securities laws.
Purchases will be transacted through a number of brokerage firms.
Bruce Nelson, CEO of Office Depot, commented, "Over the course of the past three
quarters, we have consistently demonstrated our ability to execute and to meet
or exceed our commitments to employees, customers and shareholders. While the
short-term outlook for our economy is uncertain, Office Depot's long-term
prospects for consistent revenue and earnings growth have never been better. And
while the investment community has acknowledged our improvements over the past
year, we still see substantial value in our stock price over the long term."
Mr. Nelson further noted, "The repurchased shares will be added to the Company's
Treasury Shares and will be used to meet the Company's near term requirements
for its stock option and other benefit plans."
ABOUT OFFICE DEPOT
As of September 29, 2001, Office Depot operated 846 office supply superstores in
the United States and Canada, in addition to a national business-to-business
delivery network supported by 25 delivery centers, more than 60 local sales
offices and eight regional call centers. Furthermore, the Company had operations
in 15 countries outside of the United States and Canada, including 28 office
supply stores in France and seven in Japan that are owned and operated by the
Company; and 101 additional office supply stores under joint venture and
licensing agreements operating under the Office Depot(R) name in five foreign
countries. The Company also operates an award-winning U.S. Office Depot(R) brand
Web site at www.officedepot.com where customers can access Office Depot's low
competitive prices seven days a week, twenty-four hours a day, and it operates
www.officedepot.co.jp in Japan and www.officedepot.fr in France as well as
Viking(R) brand Web sites at www.vikingop.com in the United States,
www.viking-direct.co.uk in the United Kingdom, www.viking.de in Germany,
www.vikingdirect.nl in The Netherlands, www.vikingop.it in Italy,
www.vikingop.com.au in Australia, www.vikingop.co.jp in Japan,
www.vikingdirect.fr in France and www.vikingdirekt.at in Austria. Office Depot's
common stock is traded on the New York Stock Exchange under the symbol ODP and
is included in the S&P 500 Index.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS: EXCEPT FOR HISTORICAL
INFORMATION, THE MATTERS DISCUSSED IN THIS PRESS RELEASE ARE FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995, AS AMENDED. FORWARD-LOOKING STATEMENTS, INCLUDING WITHOUT LIMITATION ALL
OF THE PROJECTIONS AND ANTICIPATED LEVELS OF FUTURE PERFORMANCE, INVOLVE RISKS
AND UNCERTAINTIES WHICH MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
DISCUSSED HEREIN. THESE RISKS AND UNCERTAINTIES ARE DETAILED FROM TIME TO TIME
BY OFFICE DEPOT IN ITS FILINGS WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION ("SEC"), INCLUDING WITHOUT LIMITATION ITS MOST RECENT FILING ON FORM
10-K, FILED ON MARCH 27, 2001 AND ALL SUBSEQUENT FILINGS WITH THE SEC. YOU ARE
STRONGLY URGED TO REVIEW ALL SUCH FILINGS FOR A MORE DETAILED DISCUSSION OF SUCH
RISKS AND UNCERTAINTIES. THE COMPANY'S SEC FILINGS ARE READILY OBTAINABLE AT NO
CHARGE AT WWW.SEC.GOV AND AT WWW.FREEEDGAR.COM, AS WELL AS ON A NUMBER OF OTHER
COMMERCIAL WEB SITES.
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