ROANOKE TIMES 
                      Copyright (c) 1996, Roanoke Times

DATE: Thursday, September 5, 1996            TAG: 9609050117
SECTION: BUSINESS                 PAGE: B-8  EDITION: METRO 
DATELINE: BOSTON
SOURCE: Associated Press 


TOP OFFICE-SUPPLY SUPERSTORES READY A MAJOR MERGER

STAPLES INC., one of the two top outlets, is buying the other one, Office Depot, in a deal that will take control of 10 percent of their market.

Staples Inc. said Wednesday it would buy rival Office Depot for $3.35 billion worth of stock, merging the nation's two largest chains of office supply stores.

The deal would create a company with nearly 1,100 stores and $10 billion a year in revenues. The companies plan to close some stores but open more new outlets, and no layoffs are planned. Staples operates one store in the Roanoke Valley; Office Depot is not in the market.

The merger will reshape the 10-year-old ``office superstore'' business the two companies helped create. The large retail stores have been credited with cutting prices for small buyers.

Together, Staples and Office Depot control about 10 percent of the U.S. retail office supply business, triple the share of OfficeMax Inc., their nearest competitor. The new company will rename its stores Staples The Office Depot.

``These are two of the fastest-growing companies in business history,'' said Thomas Stemberg, who will be chief executive of the new company. ``Our objective here is to capitalize on the best of both.''

Stemberg said the company would be able to negotiate better deals with suppliers and cut overhead by combining some operations and facilities to save a total of $447 million in the first three years of the merger.

One of the deal's selling points is that the companies, while they overlap in some markets, have concentrated mostly in different areas of the country.

``The fit between these two companies is real. They're not just saying that,'' said Ursula Moran, an analyst with Sanford C. Bernstein in New York.

Staples is strongest in the Northeast and California, while Office Depot has most of its stores in the Midwest, Florida and Texas.

Analysts said the new company will need to address Office Depot's heavy reliance on computer sales, which have slowed recently at the chain.

``Staples has taken on a troubled sister, so to speak,'' said L. Keith Mullins, an analyst at Smith Barney. Office Depot's stock has been languishing lately, trading well below the $25 it reached earlier this spring.

In mid-July, Office Depot's stock dropped sharply when it reported virtually flat second-quarter profits on a 15 percent sales increase.

Stemberg, the current chairman and chief executive of Staples, will be running the new company.

Office Depot head David Fuentes will be chairman. Martin Hanaka, now Staples' chief operating officer and president, will keep his title. John Mahoney, who recently came to Staples from Ernst & Young, will be the new company's chief financial officer.

Eight Staples representatives and six Office Depot directors will sit on the new company's board, and its headquarters will be in Massachusetts, where Staples is based.

Staples stock fell Wednesday after the news was announced, pushing down the value of the deal from $3.49 billion to $3.35 billion. Staples fell 75 cents per share to $18.75 on the Nasdaq stock market. Office Depot, meanwhile, rose $4.57 to $20.45 on the New York Stock Exchange.

Under the agreement, Office Depot shareholders were to receive 1.14 shares of Staples common stock for each of their Office Depot shares.


LENGTH: Medium:   68 lines
ILLUSTRATION: PHOTO:  (headshot) Stemberg. color. Graphic: Chart by AP: Office

supply companies merge.

by CNB