| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/23/2009 |
3. Issuer Name and Ticker or Trading Symbol
OFFICE DEPOT INC [ ODP ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series B Preferred Stock(1) | (2) | (3) | Common Stock | 200(4) | 5(2) | D | |
| Series B Preferred Stock(5) | (2) | (3) | Common Stock | 15,080,800(4) | 5(2) | I | See Footnote(6) |
| Series A Preferred Stock(7) | 06/23/2009 | (3) | Common Stock | 54,919,200(4) | 5(8) | I | See Footnote(9) |
| Series B Preferred Stock(10) | (2) | (3) | Common Stock | 15,080,800(4) | 5(2) | I | See Footnote(11) |
| Series A Preferred Stock(12) | 06/23/2009 | (3) | Common Stock | 54,919,200(4) | 5(8) | I | See Footnote(9) |
| Series B Preferred Stock(13) | (2) | (3) | Common Stock | 15,080,800(4) | 5(2) | I | See Footnote(11) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. BC European Capital VIII-39 SC is the record owner of 1 shares of Series B Preferred Stock, which is not presently convertible into Common Stock but will automatically become convertible into shares of the Common Stock, at the holder's option, if approved by the holders of the Common Stock. If such share were convertible into Common Shares, BC European Capital VIII-39 SC's share of Series B Preferred Stock would be convertible into 200 shares of Common Stock, based on the conversion rate as of the Purchase Date. |
| 2. The Series B Preferred Stock is not presently convertible into Common Stock but will immediately become convertible, at the holder's option, upon the approval of the holders of the Common Stock. If such Series B Preferred Stock were convertible as of the Purchase Date, the Series B Preferred Stock, which were acquired for $1,000 per share, would have had an initial conversion rate of 200 per share, which represents a Common Stock share price of $5.00. The conversion rate is subject to change. |
| 3. Not applicable. |
| 4. The values set forth in this field are based upon the conversion rate as of the Purchase Date. The dividends on the shares of the 10% Series A Redeemable convertible Participating perpetual Preferred Stock the "Series A Preferred stock" and the 10% Series B Redeemable Conditional Convertible Participating Perpetual Preferred Stock (the "Series B Preferred Stock" and together with the Series A Preferred Stock, the "Preferred Stock") accrete daily and are payable quarterly in cash or by adding the dividends in arrears to the liquidation preference. In the event that shares of the Preferred Stock are converted into the Common Stock, the conversion rate will be adjusted to reflect that amount of dividends that have accreted since the last quarterly payment. |
| 5. This line entry represents the shares of the Series B Preferred Stock that may be deemed to be beneficially owned by BC European Capital VIII-39 SC. |
| 6. The Series B Preferred Stock is not presently convertible into Common Stock but will become convertible, at the holder's option, upon the approval of the holders of the Common Stock. In the event that the Series B Preferred Stock becomes convertible, each of the Reporting Persons may be deemed to have shared voting and investment power with respect to the Common Stock owned by each of the other Reporting Persons. As of the Purchase Date, the Investors held 75,404 shares of the Series B Preferred Stock, which would have been convertible into 15,080,800 shares of the Issuer's Common Stock based upon the conversion rate as of the Purchase Date, if such Series B Preferred Stock were convertible. Each Investor, however, disclaims beneficial ownership with respect to the shares owned by each of the other Reporting Persons. |
| 7. This line entry represents the shares of the Series A Preferred Stock that may be deemed to be beneficially owned by LMBO. |
| 8. Each share of the Series A Preferred Stock was acquired for $1,000 per share and is initially convertible into 200 shares of Common Stock, which represents a Common Stock share price of $5.00. The conversion rate is subject to change. |
| 9. Each of the Reporting Persons may be deemed to have shared voting and investment power with respect to the Common Stock issuable upon the conversion of the Series A Preferred Stock owned by each of the other Reporting Persons. As such, based upon the conversion rate as of the Purchase Date, each of the Reporting Persons may be deemed to have shared beneficial ownership of 54,919,200 shares of the Issuer's Common Stock issuable upon the conversion of 274,596 shares of the Series A Preferred Stock held by the Investors. |
| 10. This line entry represents the shares of the Series B Preferred Stock that may be deemed to be beneficially owned by LMBO. |
| 11. The Series B Preferred Stock is not presently convertible into Common Stock but will become convertible, at the holder's option, upon the approval of the holders of the Common Stock. In the event that the Series B Preferred Stock becomes convertible, each of the Reporting Persons may be deemed to have shared voting and investment power with respect to the Common Stock owned by each of the other Reporting Persons. As of the Purchase Date, the Investors held 75,404 shares of the Series B Preferred Stock, which would have been convertible into 15,080,800 shares of the Issuer's Common Stock based upon the conversion rate as of the Purchase Date, if such Series B Preferred Stock were convertible. |
| 12. This line entry represents the shares of the Series A Preferred Stock that may be deemed to be beneficially owned by CIE. |
| 13. This line entry represents the shares of the Series B Preferred Stock that may be deemed to be beneficially owned by CIE. |
| Remarks: |
| * Name and Address of Reporting Person: This Form 3 report is being filed in conjunction with three other Form 3 reports (each Form 3 report consists of three separate Form 3s, for a total of 12 filings). Each of the Form 3 reports are filed jointly by (i) BC European Capital VIII-1 to 12 (inclusive), each a United Kingdom limited partnership ("Funds 1-12"); (ii) BC European Capital VIII-14 to 34 (inclusive), each a United Kingdom limited partnership ("Funds 14-34" and together with Funds 1-12, the "CIE Investors"); (iii) BC European Capital VIII-35 SC to 39 SC (inclusive), each a Soci?t? Civiles organized under the laws of France (the "LMBO Investors" and together with the CIE Investors, the "Investors"); (iv) LMBO Europe SAS, a Soci?t? par actions simplifi?e organized under the laws of France ("LMBO"); and (v) CIE Management II Limited, a limited corporation organized under the laws of Guernsey, Channel Islands ("CIE" and together with the Investors and LMBO, the "Reporting Persons"). The Reporting Persons may be deemed to be a "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act) and, as such, may be deemed to beneficially own more than 10% of the Common Stock, par value $.01 per share (the "Common Stock") of Office Depot, Inc. (the "Issuer"). See Exhibit 99.1 filed herewith and incorporated herein by reference for information with respect to each of the Reporting Persons. The Reporting Persons set forth on this Form 3 are BC European Capital VIII-32 to 34 (inclusive), the LMBO Investors, LMBO and CIE. As used in this Form 3, the "Purchase Date" shall mean the purchase date of the shares, June 23, 2009. Exhibit Index 99.1 List of Reporting Persons 99.2 Signature Pages Form 3 of 3 of the fourth Form 3 report mantioned above. |
| /s/ See signatures attached as Exhibit 99.2 | 07/02/2009 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
Exhibit 99.2
This statement on Form 3 is filed by BC European Capital VIII-32 to 34
(inclusive), BC European Capital VIII-35 SC to 39 SC, LMBO Europe SAS and CIE
Management II Limited. This Form 3 report is being filed in conjunction with
three other Form 3 reports. Each of the Form 3 reports are filed jointly by (i)
BC European Capital VIII-1 to 12 (inclusive); (ii) BC European Capital VIII-14
to 34 (inclusive); (iii) BC European Capital VIII-35 SC to 39 SC (inclusive);
(iv) LMBO Europe SAS; and (v) CIE Management II Limited. Each of the forgoing
persons (the "Reporting Persons") may be deemed to be part of a "group" (within
the meaning of Section 13(d)(3) of the Securities Exchange Act) and, as such,
may be deemed to beneficially own more than 10% of the Common Stock, par value
$.01 per share of Office Depot, Inc. See Exhibit 99.1 filed herewith and
incorporated herein by reference for information with respect to each of the
Reporting Persons.
Designated Filer: BC European Capital VIII-32
Date of Event Requiring Statement: June 23, 2009
Issuer Name and Ticker or Trading Symbol: Office Depot, Inc. (ODP)
Dated as of July 2, 2009
For and on behalf of the Limited Partnerships BC
European Capital VIII - 32 to 34:
/S/ MATTHEW ELSTON
--------------------------------------------------------
Name: Matthew Elston
Director, CIE Management II
Limited acting as General
Partner of the Limited
Partnerships BC European
Capital VIII - 32 to 34
/S/ MARK RODLIFFE
--------------------------------------------------------
Name: Mark Rodliffe
Director, CIE Management II
Limited acting as General
Partner of the Limited
Partnerships BC European
Capital VIII - 32 to 34
For and on behalf of BC European Capital VII - 35 SC to 39 SC:
/S/ MATTHEW ELSTON
--------------------------------------------------------
Name: Matthew Elston
Director, LMBO Europe SAS
As Gerant to BC European Capital VII - 35 SC to 39 SC
/S/ MIKE TWINNING
--------------------------------------------------------
Name: Mike Twinning
Director, LMBO Europe SAS
As Gerant to BC European Capital VII - 35 SC to 39 SC
Exhibit 99.2
Designated Filer: BC European Capital VIII-32
Date of Event Requiring Statement: June 23, 2009
Issuer Name and Ticker or Trading Symbol: Office Depot, Inc. (ODP)
Dated as of July 2, 2009
CIE Management Limited II:
/S/ MATTHEW ELSTON
--------------------------------------------------------
Name: Matthew Elston
Director, CIE Management II Limited
/S/ MARK RODLIFFE
--------------------------------------------------------
Name: Mark Rodliffe
Director, CIE Management II Limited
LMBO Europe SAS:
/S/ MATTHEW ELSTON
--------------------------------------------------------
Name: Matthew Elston
Director, LMBO Europe SAS
/S/ MIKE TWINNING
--------------------------------------------------------
Name: Mike Twinning
Director, LMBO Europe SAS
Exhibit 99.1
Reporting Persons
The persons listed below (collectively, the "Reporting Persons") are filing a joint Form 3 report but there are too
many of them to file electronically on the same Form 3. Therefore, the Reporting Persons are executing and filing four
Form 3 reports (each Form 3 consists of three separate Form 3s, for a total of 12 filings) in connection with each
Reporting Person's direct and indirect beneficial ownership of shares of (i) 10% Series A Redeemable Convertible
Participating Perpetual Preferred Shares (the "Series A Preferred Stock"), that is presently convertible into Common
Stock, par value $.01 per share (the "Common Stock") of Office Depot, Inc. (the "Issuer") and (ii) 10% Series B
Redeemable Conditional Convertible Participating Perpetual Preferred Shares (the "Series B Preferred Stock"), that is
not presently convertible into Common Stock but will become immediately convertible into Common Stock, at the holder's
option, upon the approval of the holders of the Common Stock. Set forth below are each of the Reporting Persons that
will jointly file the Form 3 reports, their respective direct and indirect ownership interests in the Series A Preferred
Stock, the Series B Preferred Stock and the Common Stock into which each of the Series A Preferred Stock is, and the
Series B Preferred Stock would be (upon the approval of the holders of the Common Stock), convertible into, and certain
other information requested in Items 1-6 of the Form 3 report. Please note that the information requested in Items 2, 3,
4, 5 and 6 of the Form 3 report is the same for each of the Reporting Persons and therefore is not set forth below.
Name Of Name of Address Of Record Number Record Number Record Number Record Number
Reporting Person Designated Filer Reporting Person of Shares of of Shares of of Shares of of Shares of
(Item 1) (Item 1) (Item 1) Series A Series A Series B Series B
Preferred Stock Preferred Stock Preferred Stock Preferred Stock
Owned Owned As Owned Owned As
Converted Into Converted Into
Common Stock12 Common Stock23
BC European BC European Heritage Hall, Direct: Direct: Direct: Direct:
------ ------ ------ ------
Capital VIII-1 Capital VIII-1 Le Marchant 20,046 4,009,200 5,506 1,101,200
Street
St. Peter Port, Indirect: Indirect: Indirect: Indirect:
-------- -------- -------- --------
Guernsey, 274,596 54,919,200 75,404 15,080,800
GY1 4HY
BC European BC European Heritage Hall, Direct: Direct: Direct: Direct:
------ ------ ------ ------
Capital VIII-2 Capital VIII-1 Le Marchant 20,186 4,037,200 5,543 1,108,600
Street
St. Peter Port, Indirect: Indirect: Indirect: Indirect:
-------- -------- -------- --------
Guernsey, 274,596 54,919,200 75,404 15,080,800
GY1 4HY
BC European BC European Heritage Hall, Direct: Direct: Direct: Direct:
------ ------ ------ ------
Capital VIII-3 Capital VIII-1 Le Marchant 20,723 4,144,600 5,690 1,138,000
Street
St. Peter Port, Indirect: Indirect: Indirect: Indirect:
-------- -------- -------- --------
Guernsey, 274,596 54,919,200 75,404 15,080,800
GY1 4HY
BC European BC European Heritage Hall, Direct: Direct: Direct: Direct:
------ ------ ------ ------
Capital VIII-4 Capital VIII-1 Le Marchant 26,615 5,323,000 7,309 1,461,800
Street
St. Peter Port, Indirect: Indirect: Indirect: Indirect:
-------- -------- -------- --------
Guernsey, 274,596 54,919,200 75,404 15,080,800
GY1 4HY
BC European BC European Heritage Hall, Direct: Direct: Direct: Direct:
------ ------ ------ ------
Capital VIII-5 Capital VIII-1 Le Marchant 26,615 5,323,000 7,309 1,461,800
Street
St. Peter Port, Indirect: Indirect: Indirect: Indirect:
-------- -------- -------- --------
Guernsey, 274,596 54,919,200 75,404 15,080,800
GY1 4HY
BC European BC European Heritage Hall, Direct: Direct: Direct: Direct:
------ ------ ------ ------
Capital VIII-6 Capital VIII-1 Le Marchant 26,382 5,276,400 7,244 1,448,800
Street
St. Peter Port, Indirect: Indirect: Indirect: Indirect:
-------- -------- -------- --------
Guernsey, 274,596 54,919,200 75,404 15,080,800
GY1 4HY
BC European BC European Heritage Hall, Direct: Direct: Direct: Direct:
------ ------ ------ ------
Capital VIII-7 Capital VIII-1 Le Marchant 26,382 5,276,400 7,244 1,448,800
Street
St. Peter Port, Indirect: Indirect: Indirect: Indirect:
-------- -------- -------- --------
Guernsey, 274,596 54,919,200 75,404 15,080,800
GY1 4HY
BC European BC European Heritage Hall, Direct: Direct: Direct: Direct:
------ ------ ------ ------
Capital VIII-8 Capital VIII-1 Le Marchant 26,172 5,234,400 7,187 1,437,400
Street
St. Peter Port, Indirect: Indirect: Indirect: Indirect:
-------- -------- -------- --------
Guernsey, 274,596 54,919,200 75,404 15,080,800
GY1 4HY
Name Of Name of Address Of Record Number Record Number Record Number Record Number
Reporting Person Designated Filer Reporting Person of Shares of of Shares of of Shares of of Shares of
(Item 1) (Item 1) Series A Series A Series B Series B
Preferred Stock Preferred Stock Preferred Stock Preferred Stock
Owned Owned As Owned Owned As
Converted Into Converted Into
Common Stock12 Common Stock23
BC European BC European Heritage Hall, Direct: Direct: Direct: Direct:
------ ------ ------ ------
Capital VIII-9 Capital VIII-1 Le Marchant 26,382 5,276,400 7,244 1,448,800
Street
St. Peter Port, Indirect: Indirect: Indirect: Indirect:
-------- -------- -------- --------
Guernsey, 274,596 54,919,200 75,404 15,080,800
GY1 4HY
BC European BC European Heritage Hall, Direct: Direct: Direct: Direct:
------ ------ ------ ------
Capital VIII-10 Capital VIII-1 Le Marchant 26,055 5,211,000 7,155 1,431,000
Street
St. Peter Port, Indirect: Indirect: Indirect: Indirect:
-------- -------- -------- --------
Guernsey, 274,596 54,919,200 75,404 15,080,800
GY1 4HY
BC European BC European Heritage Hall, Direct: Direct: Direct: Direct:
------ ------ ------ ------
Capital VIII-11 Capital VIII-11 Le Marchant 15,040 3,008,000 4,130 826,000
Street
St. Peter Port, Indirect: Indirect: Indirect: Indirect:
-------- -------- -------- --------
Guernsey, 274,596 54,919,200 75,404 15,080,800
GY1 4HY
BC European BC European Heritage Hall, Direct: Direct: Direct: Direct:
------ ------ ------ ------
Capital VIII-12 Capital VIII-11 Le Marchant 4,202 840,400 1,154 230,800
Street
St. Peter Port, Indirect: Indirect: Indirect: Indirect:
-------- -------- -------- --------
Guernsey, 274,596 54,919,200 75,404 15,080,800
GY1 4HY
BC European BC European Heritage Hall, Direct: Direct: Direct: Direct:
------ ------ ------ ------
Capital VIII-14 Capital VIII-11 Le Marchant 4,674 934,800 1,283 256,600
Street
St. Peter Port, Indirect: Indirect: Indirect: Indirect:
-------- -------- -------- --------
Guernsey, 274,596 54,919,200 75,404 15,080,800
GY1 4HY
BC European BC European Heritage Hall, Direct: Direct: Direct: Direct:
------ ------ ------ ------
Capital VIII-15 Capital VIII-11 Le Marchant 374 74,800 103 20,600
Street
St. Peter Port, Indirect: Indirect: Indirect: Indirect:
-------- -------- -------- --------
Guernsey, 274,596 54,919,200 75,404 15,080,800
GY1 4HY
Name Of Name of Address Of Record Number Record Number Record Number Record Number
Reporting Person Designated Filer Reporting Person of Shares of of Shares of of Shares of of Shares of
(Item 1) (Item 1) Series A Series A Series B Series B
Preferred Stock Preferred Stock Preferred Stock Preferred Stock
Owned Owned As Owned Owned As
Converted Into Converted Into
Common Stock12 Common Stock23
BC European BC European Heritage Hall, Direct: Direct: Direct: Direct:
------ ------ ------ ------
Capital VIII-16 Capital VIII-11 Le Marchant 2,335 467,000 641 128,200
Street
St. Peter Port, Indirect: Indirect: Indirect: Indirect:
-------- -------- -------- --------
Guernsey, 274,596 54,919,200 75,404 15,080,800
GY1 4HY
BC European BC European Heritage Hall, Direct: Direct: Direct: Direct:
------ ------ ------ ------
Capital VIII-17 Capital VIII-11 Le Marchant 140 28,000 38 7,600
Street
St. Peter Port, Indirect: Indirect: Indirect: Indirect:
-------- -------- -------- --------
Guernsey, 274,596 54,919,200 75,404 15,080,800
GY1 4HY
BC European BC European Heritage Hall, Direct: Direct: Direct: Direct:
------ ------ ------ ------
Capital VIII-18 Capital VIII-11 Le Marchant 9 1,800 3 600
Street
St. Peter Port, Indirect: Indirect: Indirect: Indirect:
-------- -------- -------- --------
Guernsey, 274,596 54,919,200 75,404 15,080,800
GY1 4HY
BC European BC European Heritage Hall, Direct: Direct: Direct: Direct:
------ ------ ------ ------
Capital VIII-19 Capital VIII-11 Le Marchant 145 29,000 40 8,000
Street
St. Peter Port, Indirect: Indirect: Indirect: Indirect:
-------- -------- -------- --------
Guernsey, 274,596 54,919,200 75,404 15,080,800
GY1 4HY
BC European BC European Heritage Hall, Direct: Direct: Direct: Direct:
------ ------ ------ ------
Capital VIII-20 Capital VIII-11 Le Marchant 135 27,000 37 7,400
Street
St. Peter Port, Indirect: Indirect: Indirect: Indirect:
-------- -------- -------- --------
Guernsey, 274,596 54,919,200 75,404 15,080,800
GY1 4HY
BC European BC European Heritage Hall, Direct: Direct: Direct: Direct:
------ ------ ------ ------
Capital VIII-21 Capital VIII-11 Le Marchant 61 12,200 17 3,400
Street
St. Peter Port, Indirect: Indirect: Indirect: Indirect:
-------- -------- -------- --------
Guernsey, 274,596 54,919,200 75,404 15,080,800
GY1 4HY
Name Of Name of Address Of Record Number Record Number Record Number Record Number
Reporting Person Designated Filer Reporting Person of Shares of of Shares of of Shares of of Shares of
(Item 1) (Item 1) Series A Series A Series B Series B
Preferred Stock Preferred Stock Preferred Stock Preferred Stock
Owned Owned As Owned Owned As
Converted Into Converted Into
Common Stock12 Common Stock23
BC European BC European Heritage Hall, Direct: Direct: Direct: Direct:
------ ------ ------ ------
Capital VIII-22 Capital VIII-22 Le Marchant 70 14,000 19 3,800
Street
St. Peter Port, Indirect: Indirect: Indirect: Indirect:
-------- -------- -------- --------
Guernsey, 274,596 54,919,200 75,404 15,080,800
GY1 4HY
BC European BC European Heritage Hall, Direct: Direct: Direct: Direct:
------ ------ ------ ------
Capital VIII-23 Capital VIII-22 Le Marchant 47 9,400 13 2,600
Street
St. Peter Port, Indirect: Indirect: Indirect: Indirect:
-------- -------- -------- --------
Guernsey, 274,596 54,919,200 75,404 15,080,800
GY1 4HY
BC European BC European Heritage Hall, Direct: Direct: Direct: Direct:
------ ------ ------ ------
Capital VIII-24 Capital VIII-22 Le Marchant 700 140,000 192 38,400