UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 19, 2003 (June 2, 2003)
OFFICE DEPOT, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-10948 59-2663954
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
2200 Old Germantown Road,
Delray Beach, Florida 33445
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(Address of principal executive offices) (Zip Code)
(561) 438-4800
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
This Amendment No. 1 on Form 8-K/A hereby amends and restates Item 2
as contained in the Form 8-K originally filed by Office Depot, Inc. on June
17, 2003, as follows:
Item 2. Acquisition of Assets.
On June 2, 2003, following the receipt of the required regulatory
approval from the European competition authority and satisfaction of the
conditions to closing under the Sale and Purchase Agreement, dated April 11,
2003, we purchased from Pinault Printemps Redoute all of the shares of
Guilbert, S.A., the French parent company of the corporate group that
constitutes one of the largest contract stationers in Europe. The acquisition
was made pursuant to a Sale and Purchase Agreement, dated April 11, 2003, as
reported in our current report on Form 8-K, filed with the SEC on April 18,
2003.
The consideration for the shares was euro 815 million, subject to
o a reduction, as of the closing date, of the net outstanding
indebtedness owed by Guilbert or its subsidiaries to another
member of the seller's group;
o a reduction, as of the closing date, of all indebtedness owed
by Guilbert or its subsidiaries to third parties, net of all
cash or cash equivalents of Guilbert or its subsidiaries
remaining at the closing date in excess of euro 7 million;
and
o an adjustment to the extent that the working capital as of
the closing date differs from an applicable amount specified
in
the Sale and Purchase Agreement.
Based on the seller group's estimates of these adjustments, the net
amount due of euro 788,038,000 consisted of (i) euro 572,455,000 in cash
payable to the seller and (ii) euro 215,583,000 of intercompany indebtedness
owed to the seller. On June 2, 2003, we paid euro 523,038,000 of the
consideration from our available company funds. On June 30, 2003, we will pay
euro 265,000,000 of the consideration from our available company funds and, to
the extent necessary or desirable, loans to us under our existing revolving
credit facility with Citibank N.A., as syndication agent, and other syndicate
banks.
The estimates provided by Pinault Printemps Redoute, and therefore
the net amount payable to it, remain subject to further adjustment following
the determination of the actual amounts at closing of intercompany
indebtedness, third party indebtedness and net working capital by BDO Gendrot,
an independent accountant jointly appointed by us and PPR. This determination
is expected to be made by July 16, 2003.
Furthermore, the purchase price remains subject to an upward
adjustment of euro 40 million in cash or common stock of Office Depot, Inc. if
the common stock of Office Depot, Inc. as traded on the New York Stock
Exchange closes at a price equal to or above $20 for any 5 consecutive trading
days during the 18 month period following June 2, 2003.
The purchase price was determined as a result of arm's length
negotiations between us and PPR.
A copy of the Company's press release announcing the closing is
attached as Exhibit 99.1 to the current report on Form 8-K filed by the
Company on June 3, 2003.
SIGNATURES
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 hereunto duly authorized.
OFFICE DEPOT, INC.
(Registrant)
By: /S/ DAVID C. FANNIN
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David C. Fannin
Executive Vice President and
General Counsel
Date: June 19, 2003