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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: August 26, 2002
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 9. REGULATION FD DISCLOSURE
On August 26, 2002, Office Depot Inc.(the "Company") gave notice to the holders
of its Office Depot, Inc. Liquid Yield Option Notes Due November 1, 2008 (the
"Notes") in aggregate principal amount of $2,912,000, that the Company has
elected to redeem the Notes on September 26, 2002 at the redemption price of
$785.44 per $1,000 in aggregate principal amount.
Attached to this Form 8-K as Exhibit 99.1.1 is a copy of the Notice of
Redemption.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
99.1.1. Copy of the Notice of Redemption to the Holders of Office Depot, Inc.
Liquid Yield Option Notes due November 1, 2008.
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: August 26, 2002 By: /S/ DAVID C. FANNIN
David C. Fannin
Executive Vice President and
General Counsel
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NOTICE OF REDEMPTION TO THE HOLDERS OF
OFFICE DEPOT, INC.
LIQUID YIELD OPTION NOTES DUE NOVEMBER 1, 2008
(CUSIP No. 676220AB2)*
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NOTICE IS HEREBY GIVEN THAT, pursuant to Paragraph 5 and 7 of the Liquid Yield
Option Notes and in accordance with Article 3.01 of the Indenture dated November
1, 1993 between Office Depot, Inc., (the "Company") and Deutsche Bank Trust
Company Americas (formerly Bankers Trust Company), as Trustee (the "Trustee"),
the Company has elected to redeem its outstanding Liquid Yield Option Notes due
November 1, 2008 (the "Notes) on September 26, 2002 (the "Redemption Date"), at
the redemption price of $785.44 per $1000 in aggregate principal amount of
$2,912,000 Notes.
On the Redemption Date, the Redemption Price will become due and payable on the
Notes. Unless the Company shall default in the payment of the Redemption Price,
original issue discount on the Notes and interest, if any, will cease to accrue
on and after the Redemption Date and the only remaining right of the holder of
the Notes after such date will be to receive payment of the Redemption Price
upon surrender of the Notes to the Paying Agent.
Each note is convertible at the option of the Holder at any time prior to the
close of business on the Redemption Date into common stock of the Company
("Common Stock") at a conversion price of $24.66 (the "Conversion Rate"). The
Holders who want to convert the Notes must satisfy the requirements set forth in
Paragraph 9 of the notes. Upon conversion Holders will not receive any cash
payment representing accrued Original Issue Discount; such accrued Original
Issue Discount will be deemed paid in full to the Holder through the delivery of
the Common Stock in exchange for the Note being converted.
The Notes must be presented and surrendered to the Paying Agent to collect the
Redemption Price at the offices of the Paying Agent , Deutsche Bank Trust
Company Americas (formerly Bankers Trust Company), as follows: