UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No. )
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by
Rule14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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[x]
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Soliciting
Material Pursuant to §240.14a-12
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OFFICE
DEPOT, INC.
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(Name
of Registrant as Specified in its Charter)
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Levitt
Corporation
Woodbridge
Equity Fund LLLP
Mark
Begelman
Martin
E. Hanaka
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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On March
17, 2008, Woodbridge Equity Fund LLLP and Levitt Corporation (together, the
“Woodbridge Group”) released the following press release announcing that the
Woodbridge Group intends to nominate Mark Begelman and Martin E. Hanaka to stand
for election to the Board of Directors of Office Depot, Inc. (the
“Company”) at the Company’s 2008 Annual Meeting of Shareholders.
WOODBRIDGE
GROUP NOTIFIES OFFICE DEPOT OF INTENTION TO NOMINATE TWO
DIRECTORS
FOR ELECTION AT 2008 ANNUAL MEETING
Nominating
Former Office Depot President and COO and Former Staples President and
COO
FORT
LAUDERDALE, FL – March 17, 2008 – Woodbridge Equity Fund LLLP and Levitt
Corporation (NYSE: LEV), together the “Woodbridge Group,” announced today that
they intend to nominate two highly-qualified director candidates for election to
the board of directors of Office Depot (NYSE:ODP) at Office Depot’s 2008 annual
meeting of shareholders currently scheduled to be held on April 23,
2008. Woodbridge Group’s director nominees are Mark Begelman, the
former President and Chief Operating Officer of Office Depot, and Martin E.
Hanaka, the former President and Chief Operating Officer of
Staples. Woodbridge Group is nominating these candidates to serve on
the board in place of Office Depot director candidates David I. Fuente and Steve
Odland, Chair and Chief Executive Officer.
Alan B.
Levan, the Chairman of the Board and Chief Executive Officer of Levitt
Corporation and Woodbridge Capital Corporation, said, “As Office Depot
shareholders, we believe Office Depot needs new representation on its board to
revitalize the company and store experience and return Office Depot to a
high-performance organization again. Under the current board and
management team, Office Depot has lost its vision, its competitive position in
the office supply retailing space and its drive for leadership.
“Our
highly-qualified nominees bring strong, relevant operating experience to the
board. They are committed to providing meaningful leadership to
Office Depot and to taking immediate and aggressive action to turn around Office
Depot’s business and redefine its position in the
marketplace. Specifically, we believe Office Depot needs to
strengthen its management team to include leaders with significant retail
experience and reassess its approach to merchandising and product
development. Further, we believe Office Depot must make commitments
to customers through enhanced leadership in key product classifications and
development of new areas of differentiation. We also see
significant opportunities to strengthen the powerful Office Depot brand and
invigorate the store experience and marketing strategy to drive new customers
into the stores. Most importantly, we want to ensure that Office
Depot delivers stronger operational performance and greater value for all
shareholders by defining, measuring, and improving all key performance
indicators.”
Woodbridge
Group’s director nominees for Office Depot’s 2008 annual meeting of shareholders
are:
Mark
Begelman
Mark
Begelman, age 60, has over 10 years of management experience in the office
products and supply industry and over 35 years of experience in retail
merchandising. Mr. Begelman co-founded Office Club, an office supply
retailer, in 1986, opened 52 stores in 4 years and took the company public in
1989. Mr. Begelman served as Chief Executive Officer of Office Club
since he co-founded it until 1991 when Office Club merged with Office Depot, a
merger in which Office Club’s shareholders received a 25%
premium. Following the merger, Mr. Begelman served as President
and Chief Operating Officer of Office Depot from 1991 to 1995. During
this time, Office Depot’s revenues grew from approximately $900 million to $5.5
billion and the store base grew from approximately 127 stores to 460
stores. Furthermore, Office Depot’s stock split three
times. After leaving Office Depot in 1995, Mr. Begelman founded Mars
Music, a musical instrument retailer growing to over 52
superstores. Following his time at Mars Music, Mr. Begelman served as
President of MDB222 Inc., a management consulting firm. Mr. Begelman
was named the Financial News’ CEO of the year in 1992. Mr. Begelman
was also awarded Ernst & Young Entrepreneur of the Year two separate times,
first in 1990 and then again in 1998.
Martin
E. Hanaka
Martin E.
Hanaka, age 58, has over 35 years of experience in retail
merchandising. He was the President and Chief Operating Officer of
Staples, Inc. from 1994 to 1997 and served as a director from 1996 to
1997. From 1998 until 2003, Mr. Hanaka was the Chief Executive
Officer of The Sports Authority, Inc., where he served as Chairman of the Board
from 1999 until 2004 and is currently serving as Chairman Emeritus of the
Board. Currently he is the non-executive interim Chairman of the
Board of Golfsmith International Holdings, Inc., a golf products retailer, and
he is also a director of Trans World Entertainment Corp., one of the largest
specialty music and video retailers in the United States. In
addition, Mr. Hanaka currently is a principal of Retail Executions, a retailing
consulting firm. Mr. Hanaka also serves on the Board of Governors of
the Boys & Girls Club of America.
The
Woodbridge Group believes its director nominees will better serve Office Depot's
shareholders and urges shareholders NOT to vote for the incumbent directors on
Office Depot's proxy card. Woodbridge urges shareholders to await
receipt of the Woodbridge proxy statement and GOLD proxy card before
voting.
Fried,
Frank, Harris, Shriver & Jacobson LLP is serving as legal advisor to the
Woodbridge Group.
For
additional information, go to www.RebuildOfficeDepot.com.
# #
#
Woodbridge
Equity Fund LLLP
Woodbridge
Capital Corporation, a wholly-owned subsidiary of Levitt Corporation, is the
general partner of, and Levitt Corporation is the limited partner of, Woodbridge
Equity Fund LLLP. Woodbridge Equity Fund LLLP is a beneficial owner
of Office Depot securities and a participant in the proxy
solicitation.
Levitt
Corporation
Levitt
Corporation, directly and through its wholly owned subsidiaries, historically
has been a real estate development company. Going forward, Levitt
Corporation intends to pursue acquisitions and investments opportunistically
within and outside the real estate industry.
Additional
Information
Levitt
Corporation and Woodbridge Equity Fund LLLP (together, the “Woodbridge Group”),
and Mark Begelman and Martin E. Hanaka (together, the “Nominees” and, together
with the Woodbridge Group, the “Proponents”) filed a preliminary proxy statement
with the Securities and Exchange Commission on March 17, 2008 containing
information about the solicitation of proxies for the 2008 Annual Meeting of the
shareholders of Office Depot, Inc. (the “Company”).
Investors
and security holders of the Company are urged to read the preliminary proxy
statement (and, when it becomes available, the definitive proxy statement)
because it contains important information. Detailed information
relating to the Proponents and Alan B. Levan, John E. Abdo and Seth Wise, who
may be deemed to be participants in the solicitation of proxies from Company
shareholders (collectively with the Proponents, the “Participants”), can be
found in the preliminary proxy statement filed by the Proponents. The
preliminary proxy statement and other relevant documents relating to the
solicitation of proxies by the Proponents are available at no charge on the
SEC’s website at http://www.sec.gov. In
addition, the Proponents will provide copies of the proxy statement and other
relevant documents without charge upon request. Requests for copies
should be directed to the Proponent’s proxy solicitor, Georgeson Inc. at
1-877-651-8856.
Forward-Looking
Information
Some of
the statements contained herein include forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), that involve substantial risks and uncertainties.
Some of the forward-looking statements can be identified by the use of words
such as “anticipate,” “believe,” “estimate,” “may,” “intend,” “expect,” “will,”
“should,” “seeks” or other similar expressions. Forward-looking statements are
based largely on management's expectations and involve inherent risks and
uncertainties. In addition to the risks identified below, you should refer to
Levitt Corporation’s periodic and current reports filed with the United States
Securities and Exchange Commission (the “SEC”) for specific risks which could
cause actual results to be significantly different from those expressed or
implied by those forward-looking statements. Any number of important
factors which could cause actual results to differ materially from those in the
forward-looking statements include: the costs and disruption to Levitt
Corporation’s business arising from the proxy contest and related litigation;
the diversion of management time to issues related to the proxy contest; and
risk factors associated with the business of Levitt Corporation, as described in
Levitt Corporation’s periodic reports filed with the SEC, which may be viewed
free of charge on the SEC's website, www.sec.gov.
Contacts:
Steve
Lipin/Nina Devlin
Brunswick
Group
212.333.3810
Investors:
Georgeson
877-651-8856
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