John J. Kelley III Jeffrey M. Stein King & Spalding LLP 1180 Peachtree Street Atlanta, Georgia 30309 (404) 572-4600 |
Morton A. Pierce Frank Adams Dewey Ballantine LLP 1301 Avenue of the Americas New York, New York 10019 (404) 259-8000 |
Transaction Valuation* $11,000,000,000 |
Amount of Filing Fee** $337,700 |
* | Estimated for purposes of calculating the amount of the filing fee only, this amount is based on the purchase of 250 million shares of common stock at the initial maximum tender offer price of $44.00 per share. | |
** | The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $30.70 per million of the value of the transaction. |
Amount Previously Paid: $337,700 |
Filing Party: The Home Depot, Inc. | |
Form or Registration No.: Schedule TO/005-33175 |
Date Filed: July 10, 2007 |
(a)(1)(R)*
|
Supplement to Offer to Purchase, dated August 10, 2007 | |
(a)(1)(S)*
|
Amended Letter of Transmittal | |
(a)(1)(T)*
|
Amended Notice of Guaranteed Delivery | |
(a)(1)(U)*
|
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated August 10, 2007 | |
(a)(1)(V)*
|
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated August 10, 2007 | |
(a)(1)(W)*
|
Letter to participants in FutureBuilder Plans, dated August 10, 2007 | |
(a)(1)(X)*
|
Amended election form provided to participants in FutureBuilder Plans | |
(a)(1)(Y)*
|
Letter to participants in Canada Plans, dated August 10, 2007 | |
(a)(1)(Z)*
|
Amended election form provided to participants in Canada Plans | |
(a)(1)(AA)*
|
Letter to participants in Employee Stock Purchase Plan, dated August 10, 2007 | |
(a)(1)(BB)*
|
Amended election form provided to participants in the Employee Stock Purchase Plan | |
(a)(1)(CC)*
|
Letter to option holders from The Home Depot Inc., dated August 10, 2007 | |
(b)(2)*
|
Amendment No.1 to Tender Offer Financing Facility Commitment Letter between The Home Depot, Inc., Lehman Commercial Paper Inc., Merrill Lynch Capital Corporation and certain of their affiliates, dated August 10, 2007 |
* | Filed herewith. |
2
Date: August 10, 2007 | THE HOME DEPOT, INC. |
|||
By: | /s/ Jack A. VanWoerkom | |||
Name: | Jack A. VanWoerkom | |||
Title: | Executive Vice President, General Counsel and Corporate Secretary | |||
(a)(1)(A)
|
Offer to Purchase, dated July 10, 2007 [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(1)(A)] | |
(a)(1)(B)
|
Letter of Transmittal [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(1)(B)] | |
(a)(1)(C)
|
Notice of Guaranteed Delivery [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(1)(C)] | |
(a)(1)(D)
|
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated July 10, 2007 [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(1)(D)] | |
(a)(1)(E)
|
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated July 10, 2007 [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(1)(E)] | |
(a)(1)(F)
|
Letter to participants in FutureBuilder Plans, dated July 10, 2007 [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(1)(F)] | |
(a)(1)(G)
|
Withdrawal form provided to participants in FutureBuilder Plans [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(1)(G)] | |
(a)(1)(H)
|
Election form provided to participants in FutureBuilder Plans [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(1)(H)] | |
(a)(1)(I)
|
Letter to participants in Canada Plans, dated July 10, 2007 [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(1)(I)] | |
(a)(1)(J)
|
Withdrawal form provided to participants in Canada Plans [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(1)(J)] | |
(a)(1)(K)
|
Election form provided to participants in Canada Plans [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(1)(K)] | |
(a)(1)(L)
|
Letter to participants in the Employee Stock Purchase Plans, dated July 10, 2007 [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(1)(L)] | |
(a)(1)(M)
|
Withdrawal form provided to participants in the Employee Stock Purchase Plans [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(1)(M)] | |
(a)(1)(N)
|
Election form provided to participants in the Employee Stock Purchase Plans [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(1)(N)] | |
(a)(1)(O)
|
Letter provided to Equity Plan participants, dated July 10, 2007 [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(1)(O)] | |
(a)(1)(P)
|
Letter to Option Holders from The Home Depot, Inc., dated July 10, 2007 [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(1)(P)] | |
(a)(1)(Q)
|
Letter to Option Holders from The Home Depot, Inc., dated July 11, 2007 [Designated on Amendment No. 1 to Schedule TO filed on July 11, 2007 as Exhibit (a)(1)(Q)] | |
(a)(1)(R)*
|
Supplement to Offer to Purchase, dated August 10, 2007 | |
(a)(1)(S)*
|
Amended Letter of Transmittal | |
(a)(1)(T)*
|
Amended Notice of Guaranteed Delivery | |
(a)(1)(U)*
|
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated August 10, 2007 |
3
(a)(1)(V)*
|
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated August 10, 2007 | |
(a)(1)(W)*
|
Letter to participants in FutureBuilder Plans, dated August 10, 2007 | |
(a)(1)(X)*
|
Amended election form provided to participants in FutureBuilder Plans | |
(a)(1)(Y)*
|
Letter to participants in Canada Plans, dated August 10, 2007 | |
(a)(1)(Z)*
|
Amended election form provided to participants in Canada Plans | |
(a)(1)(AA)*
|
Letter to participants in Employee Stock Purchase Plan, dated August 10, 2007 | |
(a)(1)(BB)*
|
Amended election form provided to participants in the Employee Stock Purchase Plan | |
(a)(1)(CC)*
|
Letter to option holders from The Home Depot, Inc., dated August 10, 2007 | |
(a)(2)
|
Not Applicable | |
(a)(3)
|
Not Applicable | |
(a)(4)
|
Not Applicable | |
(a)(5)(A)
|
Press Release, dated July 10, 2007 [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(5)(A)] | |
(a)(5)(B)
|
Summary Advertisement, dated July 10, 2007 [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(5)(B)] | |
(a)(5)(C)
|
Communication to Associates from Frank Blake, dated July 10, 2007 [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(5)(C)] | |
(a)(5)(D)
|
Communications to Designated Associates, dated July 10, 2007 [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(5)(D)] | |
(a)(5)(E)
|
Transcript from July 10, 2007 Investor Conference [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(5)(E)] | |
(a)(5)(F)
|
Slides presented at Investor Conference on July 10, 2007 [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(5)(F)] | |
(a)(5)(G)
|
Communication and Talking Points for Human Resources Managers, July 10, 2007 [Designated on Schedule TO filed on July 10, 2007 as Exhibit (a)(5)(G)] | |
(a)(5)(H)
|
Press Release, dated August 9, 2007 [Designated on Amendment No. 2 to Schedule TO filed on August 9, 2007 as Exhibit (a)(5)(H)] | |
(a)(5)(I)
|
Communication to Associates from Frank Blake, dated August 9, 2007 [Designated on Amendment No. 2 to Schedule TO filed on August 9, 2007 as Exhibit (a)(5)(I)] | |
(b)(1)
|
Tender Offer Financing Facility Commitment Letter between The Home Depot, Inc., Lehman Commercial Paper Inc., Merrill Lynch Capital Corporation and certain of their affiliates, dated July 9, 2007 [Designated on Schedule TO filed on July 10, 2007 as Exhibit (b)] | |
(b)(2)*
|
Amendment No.1 to Tender Offer Financing Facility Commitment Letter between The Home Depot, Inc., Lehman Commercial Paper Inc., Merrill Lynch Capital Corporation and certain of their affiliates, dated August 10, 2007 | |
(c)
|
Not Applicable | |
(d)(1)
|
2005 Omnibus Stock Incentive Plan [Form 8-K filed on May 27, 2005, Exhibit 10.8] | |
(d)(2)
|
1997 Omnibus Stock Incentive Plan [Form 10-Q for the fiscal quarter ended August 4, 2002, Exhibit 10.1] | |
(d)(3)
|
The Home Depot, Inc. Amended and Restated Employee Stock Purchase Plan, as amended and restated effective July 1, 2004 [Form 10-Q for the fiscal quarter ended November 2, 2003, Exhibit 10.1] | |
(d)(4)
|
Amendment No.1 to The Home Depot, Inc. Amended and Restated Employee Stock Purchase Plan, effective July 1, 2004 [Form 10-Q for the fiscal quarter ended August 1, 2004, Exhibit 10.2] | |
(d)(5)
|
The Home Depot, Inc. Non-U.S. Employee Stock Purchase Program [Form 10-K for the fiscal year ended February 2, 2003, Exhibit 10.36] | |
(d)(6)
|
The Home Depot FutureBuilder, a 401(k) and Stock Ownership Plan, as amended and restated effective July 1, 2004 [Form 10-Q for the fiscal quarter ended October 31, 2004, Exhibit 10.5] | |
(d)(7)
|
The Home Depot Future Builder Restoration Plan [Form 10-K for the fiscal year ended January 28, 2001, Exhibit 10.10] | |
(d)(8)
|
Third Amendment to The Home Depot Future Builder Restoration Plan, effective March 1, 2005 [Form 10-Q for the fiscal quarter ended August 1, 2004, Exhibit 10.1] | |
(d)(9)
|
The Home Depot FutureBuilder for Puerto Rico [Form 10-K for the fiscal year ended February 2, 2003, Exhibit 10.35] | |
(d)(10)
|
First Amendment to The Home Depot FutureBuilder for Puerto Rico, effective July 5, 2004 [Form S-8 (File No. 333-125332) filed May 27, 2005, Exhibit 10.3] | |
(d)(11)
|
The Home Depot, Inc. Non-Employee Directors Deferred Compensation Plan [Form 10-K for the fiscal year ended February 2, 2003, Exhibit 10.37] |
4
(d)(12)
|
DepotDirect Prospectus [Form S-3 filed on February 13, 2006] | |
(e)
|
Not Applicable | |
(f)
|
Not Applicable | |
(g)
|
Not Applicable | |
(h)
|
Not Applicable |
* | Filed herewith. |
5