e424b3
Pursuant to Rule 424(b)(3)
Registration No. 333-81485
PROSPECTUS SUPPLEMENT
(To Prospectus dated April 22, 2003)
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.
Shares of common stock of The Home Depot, Inc. are listed on the
New York Stock Exchange under the trading symbol HD.
On December 14, 2005, the closing price of the common stock
was $42.48.
Program highlights include:
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Purchase Home Depot common stock through a convenient, low cost
method |
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Build your investment over time, starting with as little as $500 |
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Purchase shares directly through the Internet or by check |
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Automatically reinvest your Home Depot dividends |
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Authorize automatic monthly investments in Home Depot common
stock from your checking or savings account |
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Invest up to $250,000 per year |
Program Documents
The program is described in two documents. The first document is
this prospectus supplement, which updates and changes certain
information relating to enrollment in the program and the terms
thereof contained in the accompanying prospectus and the
documents incorporated by reference into the accompanying
prospectus. The second document is the accompanying prospectus,
which gives detailed information about DepotDirect. To the
extent there is a conflict between the information contained in
this prospectus supplement, on the one hand, and the information
contained in the accompanying prospectus or any document
incorporated by reference therein, on the other hand, the
information in this prospectus supplement shall control. You
should read this prospectus supplement and the accompanying
prospectus, as well as additional information incorporated by
reference in this prospectus supplement and the accompanying
prospectus.
This prospectus supplement and the accompanying prospectus
relate to 6,000,000 shares of Home Depot common stock, par
value $.05 per share, to be offered for purchase under
DepotDirect.
Please read this prospectus supplement and the accompanying
prospectus carefully and keep it and any future investment
statements for your reference. If you have any questions about
DepotDirect, please call Computershare Trust Company, N.A., a
wholly-owned subsidiary of Computershare Shareholder Services,
Inc., 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 5:00 P.M. Eastern Time, Monday through
Friday.
Shares of Home Depot common stock are not insured or protected
by any governmental agency, and involve investment risk,
including the possible loss of principal. In addition, dividends
may be reduced.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved the securities
to be issued under this prospectus supplement and the
accompanying prospectus or determined if this prospectus
supplement and the accompanying prospectus are accurate or
adequate. Any representation to the contrary is a criminal
offense.
This prospectus supplement and the accompanying prospectus are
not an offer to sell securities and they are 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 Supplement is December 21, 2005.
THE COMPANY
The Home Depot, Inc. is the worlds largest home
improvement retailer and the second largest retailer in the
United States, based on net sales for the fiscal year ended
January 30, 2005. As of October 30, 2005, we were
operating 1,972 stores. Most of our stores are Home Depot®
stores. A description of our Home Depot stores, The Home Depot
Supply and our other store formats follows.
Home Depot stores sell a wide assortment of building materials,
home improvement and lawn and garden products and provide a
number of services. Home Depot stores average approximately
105,000 square feet of enclosed space, with approximately
22,000 additional square feet of outside garden area. As of
October 30, 2005, we had 1,913 Home Depot stores located
throughout the United States (including the territories of
Puerto Rico and the Virgin Islands), Canada and Mexico.
In addition to Home Depot stores, we have a store format that
sells products and services primarily for home decorating and
remodeling projects called Expo Design Center and two store
formats focused on professional customers called The Home Depot
Supply and Home Depot Landscape Supply. As of October 30,
2005, we were operating 34 Expo Design Center stores, five The
Home Depot Supply stores and 11 Home Depot Landscape Supply
stores. We also have two The Home Depot Floor Stores located in
Texas and Florida that primarily sell flooring products.
The Home Depot Supply distributes products and sells
installation services primarily to professional business
contractors, businesses and municipalities. The Home Depot
Supply operates in the following three primary areas:
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Maintenance, Repair and Operations (MRO) supplies
maintenance, repair and operating products primarily to
multi-family housing, hospitality and lodging facilities.
Included under MRO are National Waterworks, Inc. and Apex Supply
Company, Inc. National Waterworks provides a wide range of water
and wastewater related products and services through 138
branches in 36 states. Apex Supply is a wholesale supplier
of plumbing, HVAC, appliances and other related professional
products with 25 locations in the Southeast. MRO also
distributes its products through 20 distribution centers located
in 14 states. |
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Builder provides products and arranges installation services for
production home builders through 34 Creative Touch Interiors
locations in 15 states. Builder also includes Williams
Bros. Lumber Company, LLC, a supplier of lumber and building
materials to home builders through 16 branches in Georgia. |
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Professional Supply includes various brands, including White Cap
and Contractors Warehouse. White Cap distributes specialty
hardware, tools and materials to construction contractors
through 94 branches in 23 states. Contractors
Warehouse caters to small contractors and remodeling tradesmen
through seven stores located in California. |
The Home Depot, Inc. is a Delaware corporation that was
incorporated in 1978. Our Store Support Center (corporate
office) is located at 2455 Paces Ferry Road, N.W., Atlanta,
Georgia 30339. Our telephone number is 770-433-8211. The
telephone number for the Investor Relations Department is
770-384-2387.
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SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS AND OTHER FACTORS
Certain statements we make in this prospectus supplement, the
accompanying prospectus or in documents incorporated by
reference into this prospectus supplement and the accompanying
prospectus, including any statements related to Net Sales
growth, increases in comparable store sales, impact of
cannibalization, commodity price inflation and deflation,
implementation of store initiatives, Net Earnings performance,
including Depreciation expense, stock-based compensation
expense, store openings and closures, capital allocation and
expenditures, the effect of adopting certain accounting
standards, strategic direction and the demand for our products
and services, constitute forward-looking statements
as defined in the Private Securities Litigation Reform Act of
1995. These statements are based on currently available
information and are based on our current expectations and
projections about future events. These statements are subject to
risks and uncertainties that could cause actual results to
differ materially from our historical experience and
expectations. These risks and uncertainties include, but are not
limited to:
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economic conditions in North America; |
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changes in our cost structure; |
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the availability of sourcing channels consistent with our
strategy of differentiation; |
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conditions affecting new store development; |
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conditions affecting customer transactions and average ticket,
including, but not limited to, weather conditions; |
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the success of our technology initiatives in improving
operations and customers in-store experience; |
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our ability to identify and respond to evolving trends in
demographics and consumer preferences; |
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the relative success of our expansion strategy, including our
ability to identify acquisition opportunities, particularly in
markets outside of the United States, and our ability to
complete acquisitions on financially attractive terms and
integrate them with our other businesses; |
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our ability to create appropriate distribution channels for key
sales platforms; |
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our ability to attract, train and retain highly-qualified
associates; |
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the impact of new accounting standards; |
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the impact of competition; and |
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decisions by management related to possible asset impairments,
regulation and litigation matters. |
Undue reliance should not be placed on such forward-looking
statements as they speak only as of the date made. Additional
information regarding these and other risks and uncertainties is
contained in our periodic filings with the SEC, including our
Annual Report on Form 10-K for the fiscal year ended
January 30, 2005, which is incorporated by reference in
this prospectus supplement and the accompanying prospectus. See
Where You Can Find More Information in this
prospectus supplement and Incorporation of Information We
File With the SEC in the accompanying prospectus.
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INFORMATION ABOUT DEPOTDIRECT
Certain requirements and procedures for enrolling in DepotDirect
have changed. Set forth below is updated information with
respect to enrolling in the program.
Specifically, the information below updates and changes the
information set forth in the responses to Questions 1,
7, 8, 9, 11, 14, 21, 22, 26 and 27 and
Where You Can Find More Information in the
accompanying prospectus. You should look solely to this
prospectus supplement rather than the accompanying prospectus
for answers to those questions and the information contained in
that section.
DepotDirect is 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. Participants in the program will have their
dividends automatically reinvested in Home Depot common stock.
Participants may also elect to make optional cash investments
through the Program Administrator, Computershare Trust Company,
N.A.
Participation in DepotDirect is voluntary and we give no advice
regarding your decision to join the program. However, if you
decide to participate, an enrollment form and reply envelope are
enclosed for your convenience. In addition, enrollment forms are
also available, and may be completed, online. You can access
these services through the shareholder services section of Home
Depots website, www.homedepot.com, or at
Computershares website, www.computershare.com/equiserve.
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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 join the program by using one of the following methods.
Go to www.equiserve.com and follow the instructions provided for
opening a Home Depot stockholder account. You will be asked to
complete an online enrollment form and to submit an initial
investment. To make your initial investment, you may
a) authorize a one-time deduction from your U.S. bank
account for at least $500 up to a maximum of $250,000, or
b) establish an automatic monthly deduction from your
U.S. bank account for a minimum of $50 for at least 10
consecutive months.
Mail
Complete the enclosed enrollment form and return it, along with
your initial investment, to the address provided. To make your
initial investment, you may a) enclose a check for a
minimum of $500 up to a maximum of $250,000, made payable to
Computershare Home Depot, or
b) authorize an automatic monthly deduction from your
U.S. bank account for a minimum of $50 for at least 10
consecutive months (an automatic investment application is
provided on the reverse side of the enrollment form).
All money must be in U.S. funds and drawn on a
U.S. bank. Cash, money orders, travelers checks and
third party checks will not be accepted.
Additional enrollment materials can be obtained by calling
1-877-437-4273. Please note that a one-time initial investment
fee of $5 will be deducted from your initial investment amount.
See Question 8 in this prospectus supplement for a complete
summary of the fees associated with the program.
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8. |
Are there fees associated with participation? |
Computershare will deduct a service charge for each transaction
made for you, whether the transaction is a reinvestment of
dividends, a purchase of shares or a sale of shares held through
DepotDirect. For subsequent purchases and dividend
reinvestments, that service charge is 5% of the
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amount of your investment, up to a maximum of $2.50 per
transaction. In addition, you will be charged your proportionate
share of processing fees on each purchase transaction. Such fees
include the applicable brokerage commissions Computershare is
required to pay. Your share of brokerage commissions on small
transactions may be less than usual since Computershare will buy
or sell shares in volume for all participants and that
commission savings will be passed on to each participant
If you ask Computershare to sell some or all of your shares, you
will be charged an administrative service charge of $10, plus
your share of processing fees which include the applicable
brokerage commissions Computershare is required to pay.
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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Processing Fees |
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(including brokerage |
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One Time Fee |
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Service Charge |
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commissions) |
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Initial Investment Fee for First-Time Investors |
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$5, deducted directly from the initial investment received |
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None |
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Historically, $0.05
per share |
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Subsequent Purchases and Dividend Reinvestments |
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None |
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5% of investment, up to a maximum of $2.50 |
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Historically, $0.05
per share |
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Sales |
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None |
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$10 |
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Historically, $0.15
per share |
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Insufficient Funds |
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$25, see Question 17 for more information |
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None |
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None |
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These fees are subject to change at any time upon written
notification to you. Any change in fees applies to all
transactions in your program account that occur after the
effective date of the change.
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9. |
What are the dividend payment options? |
Investors electing to participate in DepotDirect on or after
February 1, 2006 will be automatically enrolled in full
dividend reinvestment. In full dividend reinvestment,
Computershare will apply all of your dividends on Home Depot
common stock toward the purchase of more shares of Home Depot
common stock.
Computershare will begin to reinvest your dividends
automatically on the next dividend payable date after
Computershare receives your fully completed enrollment form and
initial investment. If your completed enrollment form and
initial investment arrive after the record date, reinvestment
may not begin until the following dividend.
Investors who were program participants prior to
February 1, 2006 will maintain their current dividend
reinvestment option. Program participants that previously
elected not to have their dividend automatically reinvested may
elect to begin having their dividends automatically reinvested
at any time by completing and submitting a new enrollment form
online or through the mail, or by contacting Computershare
directly at 1-800-577-0177. Program participants whose dividends
are currently automatically reinvested may not elect to receive
their dividends in cash. If you notify Computershare of your
election to automatically reinvest your dividends after the
record date, reinvestment may not begin until the following
dividend. See Question 26 for further information about changing
your dividend reinvestment option.
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11. |
What are the minimum and maximum amounts for optional cash
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
additional investment must be for a minimum of $50, subject to a
maximum of $250,000 per year. Whether participating through
the use of a personal check, through the online investment
feature or through automatic monthly investments, the $50
minimum and $250,000 annual maximum apply.
If you are not a registered stockholder and are a first-time
investor in DepotDirect, your initial investment must be for at
least $500 and cannot exceed the $250,000 annual maximum.
For purposes of applying the $250,000 annual maximum,
Computershare will combine all investments, including initial
and additional optional cash and automatic monthly deductions,
but will exclude dividend reinvestments. All optional cash must
be payable in U.S. dollars and drawn on a U.S. bank.
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14. |
When will shares be purchased under the program? |
General. Computershare will attempt to buy Home Depot
common stock in the open market through a registered
broker-dealer at least twice each week, typically each Tuesday
and Thursday.
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If you are investing by mail, Computershare must receive your
physical check at least two business days prior to an investment
date. Optional cash investments not received before the
applicable investment date deadline will be applied to purchase
shares on the following investment date. |
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If you are investing online, please refer to your confirmation
page for the estimated debit and investment date for your
one-time deduction. |
Computershare will commingle all funds received from
participants. If the Tuesday or Thursday is not a day on which
the New York Stock Exchange is open, then the investment will
occur on the next business day. Once you have placed your order,
you may not request a cash refund or otherwise change your
order. No interest will be paid on funds pending investment held
by Computershare.
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
Thursday of each month. If the last Thursday of a month is not a
day on which the New York Stock Exchange is open, then the
investment will occur the following business day. Your account
will be debited two business days prior to the investment date.
For example, assuming that each day in this example is a
business day, if the last day of the month is Friday, the 30th,
your account would be debited on Tuesday, the 27th, for an
investment on Thursday, the 29th.
Dividend Reinvestments. Computershare will combine the
dividend funds of all program participants whose dividends are
automatically reinvested and will generally invest such dividend
funds on the dividend payment date (and any succeeding trading
days necessary to complete the order). If the dividend payment
date falls on a day the New York Stock Exchange is not open,
then the investment will occur on the next business day. In
addition, if the dividend is payable on a day that cash is to be
invested, dividend funds may be commingled with any pending cash
investments and a combined order may be executed.
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21. |
How do I replace a lost, stolen or destroyed stock
certificate? |
If your stock certificate is lost, stolen or destroyed, you
should notify Computershare immediately so that a stop transfer
can be placed on the certificate. You should provide as much
specific information about the certificate in question as
possible in order to assist Computershare in identifying which
certificate to place a stop against (ex. certificate number,
number of shares, date issued, etc.). Computershare will send
you the forms necessary for issuing a replacement certificate.
Please note that there is a premium of approximately 3% of the
market value of the shares (minimum of $20.00) charged to
purchase the replacement indemnity bond.
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22. |
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 programs share certificate safekeeping
service to deposit with Computershare 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 and submit it, or a
letter of instruction, with your certificates to Computershare
at the address provided in Question 27. You should not sign the
certificate(s) or complete the assignment section. There is no
charge for this service. Since you bear the risk of loss in
transit, you should send your stock certificates by certified or
registered mail, return receipt requested and insured for 3% of
the market value, or by some other form of traceable delivery.
Shares held through your DepotDirect account will be protected
against certificate loss, theft and damage.
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26. |
How may I modify or close my DepotDirect account? |
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Changing your reinvestment option to Reinvest All Your
Dividends. |
Program participants who previously elected not to reinvest
their dividends may elect to begin reinvestment at any time.
Such requests can be made online, over the telephone or in
writing. By changing your option, Computershare will apply all
of your dividends on Home Depot common stock toward the purchase
of more shares of Home Depot common stock. In order to be
effective for a particular dividend, EquiServe must receive your
request on or prior to the record date associated with such
dividend. If your request is received after the record date,
your dividend will not be reinvested. Instead, you will either
receive your dividend by check or by a direct deposit into your
bank account consistent with your previous election. Your
election to fully reinvest your dividend will be effective for
each dividend subsequently declared. Record dates are usually 10
business days prior to dividend payment dates.
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Closing your DepotDirect account. |
You may close your DepotDirect account by:
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(a) |
Requesting Computershare to move your whole shares in book-entry
form into the Direct Registration System, or DRS. The DRS allows
you to maintain your whole shares in book-entry form on the
records of Home Depot. Shares held in book-entry have all the
traditional rights and privileges as shares held in certificate
form. If you move all of your shares into DRS, no fractional
shares will be moved into DRS. Instead, a check will be issued
for the then current market value of any fractional share, less
any applicable processing fees. |
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(b) |
Requesting Computershare to issue a stock certificate for all of
your whole shares and a check for the value of any fractional
share. |
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(c) |
Requesting Computershare to sell the shares held in your program
account on the open market and remit you a check for the
proceeds for all full and fractional shares, less a service
charge of $10 and applicable processing fees. See Question 23
for additional information on sales. |
In order to be effective for a particular dividend,
Computershare must receive a request to close your DepotDirect
account at least five business days prior to the dividend
payment date.
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27. |
Who administers DepotDirect? How do I contact them? |
Computershare Trust Company, N.A. is the Program Administrator.
Computershare Shareholder Services, Inc. acts as service agent
for Computershare Trust Company, N.A. for some of these
services. Computershare directs the purchase of Home Depot
common stock acquired under DepotDirect, holds
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such shares of common stock, keeps records, sends statements of
account activity to participants and performs other related
duties.
You may contact Computershare by:
Internet: www.computershare.com/equiserve
Telephone: 1-800-577-0177
Mail: DepotDirect
c/o Computershare
P.O.
Box 43016
Providence,
RI 02940-3016
Customer service representatives are available between the hours
of 9:00 A.M. and 5:00 P.M. Eastern Time, Monday
through Friday.
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 SECs web site at
http://www.sec.gov. You may also read and copy any document we
file with the SEC at the SECs following public reference
facilities:
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Public Reference Room
100 F Street, N.E
Room 1580
Washington, DC 20549 |
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New York Regional Office
233 Broadway
New York, New York 10279 |
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Chicago Regional Office
Citicorp Center
500 West Madison Street
Suite 1400
Chicago, Illinois 60661-2511 |
You may also obtain copies of the documents at prescribed rates
by writing to the Public Reference Section of the SEC at 100 F
Street, N.E., Room 1580, Washington, DC 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.
Please see the accompanying prospectus for all other information
regarding DepotDirect.
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Filed Pursuant to Rule 424(b)(3)
Registration File No. 333-81485
PROSPECTUS
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.
Shares of Common Stock of The Home Depot, Inc. are listed on the
New York Stock Exchange under the trading symbol HD.
On April 21, 2003, the closing price of the common stock
was $27.47.
Program highlights include:
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Purchase Home Depot common stock through a convenient, low-cost
method |
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Build your investment over time, starting with as little as $250 |
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Purchase shares directly through the Internet or by check |
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Arrange to have your Home Depot dividends automatically
reinvested |
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Authorize automatic monthly investments in Home Depot common
stock from your checking or savings account |
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Invest up to $100,000 per year |
This prospectus relates to 6,000,000 shares of Home Depot common
stock, par value $.05 per share, to be offered for purchase
under DepotDirect.
Please read this prospectus carefully and keep it and any future
investment statements for your reference. If you have any
questions about DepotDirect, please call EquiServe Trust
Company, N.A., 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 5:00 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 April 22, 2003.
TABLE OF CONTENTS
TABLE OF CONTENTS
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Page | |
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The Company |
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3 |
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Forward-Looking Statements |
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4 |
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Information About DepotDirect |
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1.
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What is DepotDirect?
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4 |
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2.
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What options are available under the program?
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4 |
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3.
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Who is eligible to participate in DepotDirect?
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5 |
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4.
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Can non-U.S. citizens participate in DepotDirect?
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5 |
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5.
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How does a Home Depot stockholder enroll in DepotDirect?
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6.
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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?
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7.
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I am not currently a Home Depot stockholder. How do I enroll in
the program?
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5 |
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8.
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Are there fees associated with participation?
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6 |
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9.
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What are the dividend payment options?
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6 |
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10.
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How do I make an additional investment?
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7 |
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11.
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What are the minimum and maximum amounts for optional cash
investments?
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7 |
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12.
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What transactions can I conduct through EquiServes online
services?
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13.
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What is the source of Home Depot common stock purchased through
the program?
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8 |
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14.
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When will shares be purchased under the program?
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8 |
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15.
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At what price will shares be purchased?
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9 |
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16.
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Will fractional shares be purchased?
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9 |
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17.
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How are payments with insufficient funds handled?
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9 |
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18.
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Will interest be paid on DepotDirect accounts?
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9 |
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19.
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Who will hold the additional shares purchased through
DepotDirect?
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9 |
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20.
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How may I receive a stock certificate?
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10 |
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21.
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How do I replace a lost, stolen or destroyed stock certificate?
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10 |
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22.
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May I add my certificate shares of Home Depot common stock to my
program account for safekeeping?
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10 |
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23.
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How may I sell shares I hold through the program?
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10 |
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24.
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Can I transfer shares that I hold in the program to someone else?
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11 |
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25.
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Ive just moved. How can I request a change of address or
update other personal data?
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11 |
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26.
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How may I modify or close my DepotDirect account?
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11 |
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27.
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Who administers DepotDirect? How do I contact them?
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12 |
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28.
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What reports will I receive?
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12 |
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29.
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What if Home Depot issues a stock dividend or declares a stock
split or rights offering?
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12 |
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30.
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How do I vote my DepotDirect shares at stockholders
meetings?
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12 |
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31.
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Can the program be changed?
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13 |
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32.
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What are the responsibilities of Home Depot and EquiServe under
DepotDirect?
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13 |
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33.
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What are the federal income tax consequences of participating in
the program?
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13 |
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Where You Can Find More Information |
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14 |
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Incorporation of Information We File with the SEC |
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14 |
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Use of Proceeds |
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15 |
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Legal Opinions |
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15 |
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Experts |
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15 |
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2
THE COMPANY
The Home Depot, Inc. (Home Depot or the
Company) is the worlds largest home
improvement retailer and the second largest retailer in the
United States, based on net sales volume for fiscal 2002. At the
end of the fiscal year ended February 2, 2003 (fiscal
2002), we were operating 1,532 stores. Most of our stores
are either Home Depot® stores or EXPO Design Center®
stores. A description of each of these types of stores is as
follows:
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Home Depot Stores: Home Depot stores sell a wide
assortment of building materials and home improvement and lawn
and garden products and provide a number of services. Home Depot
stores average approximately 108,000 square feet of enclosed
space, with an additional approximately 22,000 square feet in
the outside garden area. At the end of fiscal 2002, we had 1,471
Home Depot stores throughout the United States (including Puerto
Rico), Canada and Mexico. In February 2002, the Company sold its
four stores in Argentina. |
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EXPO Design Center Stores: EXPO Design Center stores sell
products and services primarily for home decorating and
remodeling projects. Unlike Home Depot stores, EXPO Design
Center stores do not sell building materials and lumber. EXPO
Design Center stores offer interior design products, such as
kitchen and bathroom cabinetry, soft and hard flooring,
appliances, window treatments, lighting fixtures and
installation services. An average EXPO Design Center has
approximately 100,000 square feet of enclosed space. At the end
of fiscal 2002, we were operating 52 EXPO Design Center stores
in the United States. |
In addition to Home Depot and EXPO Design Center Stores, we also
have two new store formats focused on the professional customer
called Home Depot Supply and Home Depot Landscape Supply. At the
end of fiscal 2002, we were operating five Home Depot Supply
stores and three Home Depot Landscape Supply stores. We also
have one test store located in Texas called The Home Depot Floor
Storesm
that sells only flooring products.
We operate four wholly-owned subsidiaries, Georgia Lighting,
Inc., Apex Supply Company, Inc., Your other
Warehouse, Inc. and HD Builder Solutions Group, Inc. Georgia
Lighting®, a specialty lighting designer, distributor and
retailer, has five showroom locations in Georgia. Apex Supply
Company is a wholesale supplier of plumbing, HVAC, appliances
and other related professional products with 23 locations in
Florida, Georgia, South Carolina and Tennessee. Your
other Warehouse® is a plumbing distributor that
focuses on special order fulfillment through its five
distribution centers and one call center located in Louisiana
and Nevada. HD Builder Solutions Group, Inc. provides products
and arranges flooring installation services for professional
homebuilders through 16 locations in Maryland, Virginia, New
Jersey, Ohio, Pennsylvania, Kentucky, Florida, Colorado and
Arizona. This business was acquired in October 2002 when the
Company acquired substantially all of the assets of FloorWorks,
Inc. and Arvada Hardwood Floor Company, and all of the common
stock of Floors, Inc.
In addition to these subsidiaries, we offer products through two
direct marketing subsidiaries. Maintenance Warehouse®, a
wholly-owned subsidiary, is a direct marketer of maintenance,
repair and operations products serving primarily the
multi-family housing and lodging facilities management market.
The company fills orders through its 21 distribution centers,
which are located in the United States. National Blinds &
Wallpapersm,
a wholly-owned subsidiary operating under the name Designplace
Directsm,
is a mail order service for wallpaper, custom window treatments
and rugs.
The Home Depot, Inc. is a Delaware corporation that was
incorporated in 1978. Our Store Support Center (corporate
office) is located at 2455 Paces Ferry Road, Atlanta,
Georgia 30339-4024. The telephone number is (770) 433-8211.
The telephone number for the Investor Relations Department is
(770) 384-3049.
3
FORWARD-LOOKING STATEMENTS
Certain statements we make in this prospectus or in documents
incorporated by reference into this prospectus, and other
written and oral statements constitute forward-looking
statements as defined in the Private Securities Litigation
Reform Act of 1995. Such statements are based on currently
available operating, financial and competitive information and
are subject to certain risks and uncertainties that could cause
actual results to differ materially from Home Depots
historical experience and its present expectations. These risks
and uncertainties include, but are not limited to:
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fluctuations in and the overall condition of the U.S. economy; |
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stability of costs and availability of sourcing channels; |
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conditions affecting new store development; |
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our ability to implement new technologies and processes; |
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our ability to attract, train and retain highly-qualified
associates; |
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unanticipated weather conditions; |
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the impact of competition; and |
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regulatory and litigation matters. |
You should not place undue reliance on such forward-looking
statements, since such statements speak only as of the date they
are made. Additional information regarding these and other risks
is contained in the Companys periodic filings with the
Securities and Exchange Commission. 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 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. Participants in the
program may elect to have dividends automatically reinvested in
Home Depot common stock and/or to make optional cash investments
through the Program Administrator, EquiServe Trust Company, N.A.
Participation in DepotDirect is entirely voluntary and we give
no advice regarding your decision to join the program. However,
if you decide to participate, an enrollment form and reply
envelope are enclosed for your convenience. In addition,
enrollment forms are also available, and may be completed,
online. You can access these services through the shareholder
services section of Home Depots website,
www.homedepot.com, or at EquiServes website,
www.equiserve.com.
2. What options are available under the program?
DepotDirect allows participants to:
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Make initial investments in Home Depot common stock through the
program; |
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Have their common stock dividends automatically reinvested in
additional shares of Home Depot common stock; and |
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Make additional cash investments in Home Depot common stock,
including the option to make automatic monthly purchases by
authorizing deductions from a designated checking or savings
account. |
4
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 Question 10 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 no laws or governmental
regulations that would prohibit you from participating or laws
or governmental regulations that would affect the terms of the
program. Home Depot reserves the right to terminate the
participation of any stockholder if it deems it advisable under
any foreign laws or regulations.
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
brokers), you may join the program by accessing and
completing an enrollment form online, calling EquiServe directly
at 1-800-577-0177 or completing and returning the enclosed
enrollment form. See Question 12 for further information
regarding online services.
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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 shares are registered in your name, you can enroll in
DepotDirect as described in Question 5. Please note that
enrollment will only apply to the number of shares registered in
your name. Alternatively, you may 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 join the program by using one of the following methods.
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Internet |
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Go to www.equiserve.com and follow the instructions provided for
opening a Home Depot stockholder account. You will be asked to
complete an online enrollment form and to submit an initial
investment. To make your initial investment, you may
a) authorize a one-time deduction from your U.S. bank
account for at least $250 up to a maximum of $100,000 or
b) establish an automatic monthly deduction from your U.S.
bank account for a minimum of $25 for at least 10 consecutive
months. |
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Mail |
|
Complete the enclosed enrollment form and return it, along with
your initial investment, to the address provided. To make your
initial investment, you may a) enclose a check for a
minimum of $250 up to a maximum of $100,000, made payable to
EquiServe Home Depot or b) authorize an
automatic monthly deduction from your U.S. bank account for a
minimum of $25 for at least 10 consecutive months (an automatic
investment application is provided on the reverse side of the
enrollment form). |
If you choose to make your initial investment through automatic
monthly deductions, you must agree to continue the deductions
for at least 10 consecutive months or until your investment
amount reaches
5
$250. Please note that such deductions will continue
indefinitely beyond the initial investment until you notify
EquiServe to discontinue them.
All money must be in U.S. funds and drawn on a U.S. bank. Cash
and third party checks will not be accepted.
Additional enrollment materials can be obtained by calling
1-877-437-4273. Please note that a one-time initial investment
fee of $5 will be deducted from your initial investment amount.
See Question 8 for a complete summary of the fees
associated with the program.
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,
a purchase of shares or a sale of shares held through
DepotDirect. For subsequent purchases and dividend
reinvestments, 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
processing fees on each purchase transaction. Such fees include
the applicable brokerage commissions EquiServe is required to
pay. 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
your share of processing fees which include the applicable
brokerage commissions EquiServe is required to pay.
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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Processing Fees |
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(includes brokerage |
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One Time Fee |
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Service Charge |
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commissions) |
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Initial Investment Fee for First-Time Investors |
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$5, deducted directly from the initial investment received |
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None |
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Historically, $0.05 per share |
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Subsequent Purchases and Dividend Reinvestments |
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None |
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5% of investment, up to a maximum of $2.50 |
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Historically, $0.05 per share |
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Sales |
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None |
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$10 |
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Historically, $0.15 per share |
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Insufficient Funds |
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$25, see Question 16 for more information |
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None |
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None |
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These fees are subject to change at any time upon written
notification to you. Any change in fees applies to all
transactions in your program account that occur after the
effective date of the change.
9. What are the dividend payment options?
You may elect to either receive dividends on your shares of Home
Depot common stock in cash or reinvest those dividends to
purchase additional shares. The options available to you are as
follows:
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Reinvest All Your Dividends. If you select this option,
EquiServe will apply all of your dividends on Home Depot common
stock toward the purchase of more shares of Home Depot common
stock. |
6
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Reinvest None and Receive Dividends. If you select this
option, dividends will not be reinvested. Instead, you can
either receive a check for all of your cash dividends or have
your dividends directly deposited into your bank account. |
If applicable, EquiServe will begin to reinvest your dividends
automatically on the next dividend payable date after EquiServe
receives your authorization, provided it is received on or prior
to that dividends record date. If your request arrives
after the record date, reinvestment may not begin until the
following dividend. You may change your election at any time by
completing and submitting a new enrollment form online or
through the mail, or by contacting EquiServe directly at
1-800-577-0177. See Question 26 for further information about
changing your dividend reinvestment option.
10. How do I make an additional investment?
You may make optional cash investments by choosing among the
following three options:
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Check Investment. You may make optional cash investments
in Home Depot common stock by sending to EquiServe, the Program
Administrator, a check for the purchase of additional shares.
The check must be made payable to EquiServe Home
Depot, drawn on a U.S. bank and payable in U.S. dollars.
If you are not in the United States, contact your bank to verify
that they can provide you with a check that clears through a
U.S. bank and can print the dollar amount in U.S. funds. Due to
the longer clearance period, we are unable to accept checks
clearing through non-U.S. banks. All checks should be sent to
EquiServe at the address listed on the tear-off form attached to
each statement you receive, or, if making an investment when
enrolling, with the enrollment form to the address provided in
Question 27. EquiServe will not accept cash or third party
checks. |
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Automatic Investment from a Bank Account. 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
online at www.equiserve.com or by completing and returning an
automatic debit enrollment form, along with a voided blank check
or a checking or savings account deposit slip. Please allow 4 to
6 weeks for the first investment to be initiated. |
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Once initiated, automatic monthly deductions will continue at
the level you set until you change your instruction by notifying
EquiServe. You may change the amount of money or terminate the
automatic monthly withdrawal of funds by going to
www.equiserve.com, calling EquiServe directly at 1-800-577-0177
or by completing and submitting a new automatic debit enrollment
form. To be effective for a particular month, EquiServe must
receive your request at least seven (7) business days prior
to the applicable debit date. |
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Online Investments. You may make optional cash
investments online through the shareholder services section of
Home Depots website, www.homedepot.com, or at
EquiServes website, www.equiserve.com. In order to
purchase shares online, you must authorize the withdrawal of
funds from your bank account. |
See Question 14 for information regarding investment dates.
11. What are the minimum and maximum amounts for
optional cash 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
additional investment must be for a minimum of $25, subject to a
maximum of $100,000 per year. Whether participating through the
use of a personal check, through the online investment feature
or through automatic monthly investments, the $25 minimum and
$100,000 annual maximum apply.
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.
7
For purposes of applying the $100,000 annual maximum, EquiServe
will combine all investments, including initial and additional
optional cash and automatic monthly deductions, but will exclude
dividend reinvestments. All optional cash must be payable in
U.S. dollars and drawn on a U.S. bank.
12. What transactions can I conduct through
EquiServes online services?
EquiServe offers you a convenient way to invest in Home Depot
common stock completely online, without having to send in any
forms or checks by mail. Through EquiServes online
services, you may:
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Enroll in DepotDirect; |
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Authorize a one-time withdrawal of funds from your U.S. bank
account to make your initial investment or to purchase
additional shares of Home Depot common stock; |
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Establish automatic monthly investments; |
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Change your dividend reinvestment election; |
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Review your transaction history and position summary; |
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Change or terminate automatic monthly investments; |
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Request certificates; |
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Arrange for online sales of some or all of your shares; |
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Download enrollment and other forms; |
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Update personal information; |
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Receive transaction confirmations via email; and |
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Arrange to receive Home Depot annual reports and other materials
over the Internet. |
You can access these services through the shareholder services
section of Home Depots website, www.homedepot.com, or at
EquiServes website, www.equiserve.com. Participation in
DepotDirect through the Internet is entirely voluntary.
If you are currently a Home Depot stockholder, you will need
your account number, social security number and password to
access your account online.
13. 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 Depots 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 and no one,
other than EquiServe, may select the broker or dealer through or
from whom purchases are to be made.
14. 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 at
least twice each week, typically each Tuesday and Thursday.
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If you are investing by mail and you wish to have EquiServe
purchase shares on a particular investment date, EquiServe must
receive your physical check at least two business days prior to
such investment date. Optional cash investments not received
before the applicable investment date deadline will purchase
shares on the following investment date. |
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If you are investing online, please refer to your confirmation
page for the estimated debit date and investment date for your
one-time deduction. |
EquiServe will commingle all funds received from participants.
If the Tuesday or Thursday is not a day on which the New York
Stock Exchange is open, then the investment will occur on the
next business
8
day. Once you have placed your order, you may not request a cash
refund or otherwise change your order. No interest will be paid
on funds pending investment held by EquiServe.
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
Thursday of each month. If the last Thursday of a month is not a
day on which the New York Stock Exchange is open, then the
investment will occur the following business day. Your account
will be debited two business days prior to the investment date.
For example, assuming that each day in this example is a
business day, if the last day of the month is Friday, the 30th,
your account would be debited on Tuesday, the 27th, for an
investment on Thursday, the 29th.
Dividend Reinvestments. EquiServe will combine the
dividend funds of all program participants that have authorized
dividend reinvestment and will generally invest such dividend
funds on the dividend payment date (and any succeeding trading
days necessary to complete the order). If the dividend payment
date falls on a day the New York Stock Exchange is not open,
then the investment will occur on the next business day. In
addition, if the dividend is payable on a day that cash is to be
invested, dividend funds may be commingled with any pending cash
investments and a combined order may be executed.
15. At what price will shares be purchased?
If shares are acquired in the open market, the purchase price
will be the weighted average price per share for all shares
purchased under the program for a given investment, whether
purchased with optional cash investments, dividends or both. In
some instances, filling a purchase order may require the
execution of multiple trades in the market and may take more
than one trading day to complete.
If shares are acquired directly from Home Depot, the purchase
price will be the average of the high and low prices of Home
Depot common stock on a given investment date (based on the New
York Stock Exchange Composite Transaction Listing).
Home Depot expects that shares will be purchased in the open
market.
16. Will fractional shares be purchased?
If any dividend or optional cash investment is not sufficient to
purchase a whole share of Home Depot common stock, a fractional
share equivalent will be credited to your account. Dividends
will be paid on the fraction and will be reinvested or paid in
cash in accordance with your standing instructions.
17. 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.
EquiServe will immediately remove from your account any shares
already purchased in anticipation of receiving those funds and
will sell such shares. 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 other deposit that is
returned unpaid by your bank. This fee will be collected by
EquiServe through the sale of the number of shares from your
DepotDirect account necessary to satisfy the fee.
18. Will interest be paid on DepotDirect accounts?
No. Interest will not be paid on amounts held pending
investment.
19. Who will hold the additional shares purchased
through DepotDirect?
Shares purchased through DepotDirect are held in safekeeping in
book-entry form on EquiServes records. The number of
shares (including fractional interests) held for each
participant will be shown on each account statement. Keeping
shares in book-entry form protects against certificate loss,
theft and destruction.
9
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 requesting EquiServe to
withdraw shares from your DepotDirect account. You may make such
a request by going to www.equiserve.com, calling EquiServe
directly at 1-800-577-0177 or by using the tear-off form
attached to the account statement.
Certificates are normally issued to participants within five
business days after receipt of the request. Issuing a
certificate for shares held in your DepotDirect account does not
affect your dividend option (for example, dividends will
continue to be reinvested on the shares, if previously elected
on the enrollment form) unless you withdraw all of the shares
held in your DepotDirect account. Please refer to Question 26
for instructions on closing your DepotDirect account. No
certificates will be issued for fractional shares of common
stock; instead, the then current market value of any fractional
share sold, less any processing fee, will be paid in cash.
21. How do I replace a lost, stolen or destroyed stock
certificate?
If your stock certificate is lost, stolen or destroyed, you
should notify EquiServe immediately so that a stop transfer can
be placed on the certificate. You should provide as much
specific information about the certificate in question as
possible in order to assist EquiServe in identifying which
certificate to place a stop against (ex. certificate number,
number of shares, date issued, etc.). EquiServe will send you
the forms necessary for issuing a replacement certificate.
Please note that there is a premium of approximately 2% of the
market value of the shares (minimum of $20.00) charged to
purchase the replacement indemnity bond.
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22. |
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 programs 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 and submit it, or a letter of
instruction, with your certificates to EquiServe at the address
provided in Question 27. You should not sign the
certificate(s) or complete the assignment section. There is no
charge for this service. Since you bear the risk of loss in
transit, you should send your stock certificates by registered
mail, return receipt requested and insured for 2% of the market
value, or by some other safe means.
Shares held through your DepotDirect account will be protected
against certificate loss, theft and damage.
23. How may I sell shares I hold through the program?
You can sell some or all of the shares held in your DepotDirect
account by contacting EquiServe. If the dollar value of the sale
is expected to be equal to or less than $100,000, you may
contact EquiServe online at www.equiserve.com or you may call
EquiServe directly at 1-800-577-0177. If the dollar value of the
sale is expected to exceed $100,000, you must submit your
request in writing. You can do this by completing and submitting
the tear-off portion of the account statement. In addition, you
must submit a written request to sell shares if you have changed
your address within 30 days of the sale request. EquiServe
will cause your shares to be sold on the open market within five
business days of receipt of your request. EquiServe may combine
your shares to be sold with those of other program participants
selling shares at the same time. The sales price per share will
be the weighted average price per share received by EquiServe
for all sales made for that day (and any succeeding days
necessary to complete the sale order). Once sold, EquiServe will
send you the proceeds, less a service charge of $10 and
applicable processing fees. Proceeds are normally paid by check,
which are distributed within 24 hours after your sale
transaction has settled.
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EquiServe reserves the right to decline to process a sale if it
determines, in its sole discretion, that supporting legal
documentation is required. In addition, no one will have any
authority or power to direct the time or price at which shares
for the program are sold and no one, other than EquiServe, will
select the broker(s) or dealer(s) through or from whom sales are
to be made.
You should be aware that the price of Home Depot common stock
may rise or 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. If you prefer to have complete
control as to the exact timing and sales prices, you can
transfer the shares to a broker of your own choosing and sell
them through that broker.
24. 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 or go to
www.equiserve.com to download the appropriate materials. You
will be asked to send EquiServe written transfer instructions
and 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
shares to be transferred. 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.
25. Ive 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 provided in
Question 27. You can also update your personal data through
EquiServes online services at www.equiserve.com.
26. How may I modify or close my DepotDirect account?
You can stop reinvesting dividends at any time. Such requests
can be made online, over the telephone or in writing. You can
stop dividend reinvestment by either:
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Changing your reinvestment option to Reinvest None And
Receive Dividends. |
By changing your option, you will be able to receive a dividend
check for all of your shares (including any fraction of a share)
while still keeping your shares in your DepotDirect account with
EquiServe. In order to be effective for a particular dividend,
EquiServe must receive your request on or prior to the record
date associated with such dividend. If your request is received
after the record date, your dividend may be used to purchase
additional shares for your account and the request may not be
effective until the following dividend payment. Record dates are
usually 10 business days prior to dividend payment dates; or
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Closing your DepotDirect account. |
You may close your DepotDirect account by:
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Requesting EquiServe to issue a stock certificate for all of
your whole shares and a check for the value of any fractional
share. |
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Requesting EquiServe to sell the shares held in your program
account on the open market and remit you a check for the
proceeds for all full and fractional shares, less a service
charge of $10 and applicable processing fees. See Question 23
for additional information on sales. |
In order to be effective for a particular dividend, EquiServe
must receive a request to close your DepotDirect account at
least five business days prior to the dividend payment date.
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27. Who administers DepotDirect? How do I contact
them?
EquiServe Trust Company, N.A. is the Program Administrator.
EquiServe Inc., an affiliate of EquiServe and a transfer agent
registered with the Securities and Exchange Commission, acts as
service agent for EquiServe. EquiServe directs the purchase of
Home Depot common stock acquired under DepotDirect, holds such
shares of common stock, keeps records, sends statements of
account activity to participants and performs other related
duties.
You may contact EquiServe by:
Internet: www.equiserve.com
Telephone: 1-800-577-0177
Mail: DepotDirect
c/o
EquiServe
P.O.
Box 43016
Providence,
RI 02940-3016
Customer service representatives are available between the hours
of 9:00 A.M. and 5:00 P.M. Eastern Time, Monday through Friday.
28. What reports will I receive?
Easy to read statements of your calendar year-to-date account
activity will be sent to you promptly 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, transfers or withdrawals. These statements are a
record of your program account activity and identify your
cumulative share position. Please notify EquiServe promptly 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 prefer, you may consent to receive Home Depot materials
electronically over the Internet. Instead of receiving materials
by mail, you will receive an electronic notice to the e-mail
address of record, notifying you of the availability of Home
Depot materials and instructing you on how to view and act on
them. In addition, you can review your current account status,
program options and transaction history online at any time at
www.equiserve.com.
Please retain all transaction statements for tax purposes as
there may be a fee for reconstructing past history.
29. What if Home Depot issues a stock dividend or
declares a stock split or rights offering?
Any stock dividends or split shares of common stock distributed
by Home Depot to you will be based on both the shares of common
stock registered in your name in certificate form and the shares
(whole and fractional) credited to your program account. Such
stock dividend or stock split shares will be added to your
DepotDirect account in book-entry form. 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.
30. How do I vote my DepotDirect shares at
stockholders meetings?
In connection with any meeting of Home Depot stockholders, you
will receive proxy materials either online or by mail based on
your preference. Such material will include a proxy card
representing both the shares for which you hold physical
certificates and the shares held in your DepotDirect account.
Those shares will only be voted as you indicate on your executed
proxy whether submitted by telephone, online or through the
mail. 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
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accordance with the recommendations of Home Depots
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 all of your shares in person at the stockholders
meeting.
31. 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
such suspension, modification or termination. Amendments may
include an appointment by Home Depot of a successor program
administrator, who will have full power and authority to deliver
services pursuant to the program or any separate, replacement
service program. If DepotDirect is terminated, whole shares will
continue to be held in book-entry form in your program account
or distributed in certificate form at the sole discretion of
Home Depot. A cash payment will be made for any fraction of a
share.
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.
32. 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 (1) arising out of the failure to cease
reinvestment of dividends for a participants account upon
the participants death prior to receipt of notice in
writing of the death along with a request to cease dividend
reinvestment participation from a qualified representative of
the deceased, and (2) with respect to the prices or times
at which shares are purchased or sold for you. EquiServe will
have no liability for failed executions due to reasons beyond
EquiServes control.
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. You must make independent
investment and participation decisions based on your own
judgement and research as you alone bear the risk of
fluctuations in the market value of Home Depot common stock. You
bear the risk of loss in value and you enjoy the benefits of
gains from market price changes with respect to all of your
shares.
Although Home Depot currently contemplates the continuation of
quarterly dividends, the payment of dividends is subject to the
discretion of Home Depots Board of Directors and will
depend upon future earnings, the financial condition of Home
Depot and other factors. Additionally, dividends may go up and
down.
33. 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. Your tax basis
will generally equal the amount you paid for the shares (i.e.,
the optional cash investment and/or cash
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dividend plus any service charges and processing fees paid by
you). 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, and the proceeds of any sale of
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 30% (or the current
backup withholding rate) from the amount of dividends, the
proceeds of the sale of a fractional share and the proceeds of
any sale of whole shares.
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 SECs web site at
http://www.sec.gov. You may also read and copy any document we
file with the SEC at the SECs following public reference
facilities:
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Public Reference Room
450 Fifth Street, N.W.
Room 1024
Washington, D.C. 20549
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New York Regional Office
233 Broadway
New York, New York 10279 |
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Chicago Regional Office
Citicorp Center
500 West Madison Street
Suite 1400
Chicago, Illinois 60661-2511 |
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:
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incorporated documents are considered part of this prospectus; |
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we can disclose important information to you by referring you to
those documents; and |
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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:
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(1) our Annual Report on Form 10-K for the year ended
on February 2, 2003, filed on April 21, 2003; and |
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(2) the section entitled Description of Common
Stock in our Form 8-A, filed on August 24, 1981. |
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We also incorporate by reference each of the following documents
that we will file with the SEC after the date of this prospectus
and prior to the time we sell all of the shares of common stock
offered by this prospectus:
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reports filed under Section 13(a) and (c) of the
Exchange Act; |
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definitive proxy or information statements filed under Section
14 of the Exchange Act in connection with any subsequent
stockholders meeting; and |
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any reports filed under Section 15(d) of the Exchange Act. |
You can obtain any of the filings incorporated by reference in
this document through us, or from the SEC through the SECs
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: 770-384-4388
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 was
passed upon for The Home Depot, Inc. by Kelly R. Caffarelli,
Esq. in an opinion dated June 23, 1999 and filed on
June 24, 1999 as an exhibit to the registration statement
on Form S-3. At the time of the filing, Ms. Caffarelli
was Corporate Counsel of The Home Depot, Inc.
EXPERTS
The financial statements of The Home Depot, Inc. as of
February 2, 2003 and February 3, 2002, and for each of
the years in the three-year period ended February 2, 2003,
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.
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2700-DDPROSP-4/03