-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P1FeDq/PeLquocAOS46ziSKRRTJoQ8LdoDpkpGVNsgDP3Ak2RdbK6zswbN2cTRMh nKGloewuSpEr9NHNA1KoMA== 0000895345-05-001042.txt : 20051026 0000895345-05-001042.hdr.sgml : 20051026 20051026162515 ACCESSION NUMBER: 0000895345-05-001042 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051026 DATE AS OF CHANGE: 20051026 EFFECTIVENESS DATE: 20051026 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OFFICEMAX INC CENTRAL INDEX KEY: 0000012978 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PAPER AND PAPER PRODUCTS [5110] IRS NUMBER: 820100960 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-05057 FILM NUMBER: 051157368 BUSINESS ADDRESS: STREET 1: 150 PIERCE ROAD CITY: ITASCA STATE: IL ZIP: 60143 BUSINESS PHONE: (630) 773-5000 MAIL ADDRESS: STREET 1: 150 PIERCE ROAD CITY: ITASCA STATE: IL ZIP: 60143 FORMER COMPANY: FORMER CONFORMED NAME: BOISE CASCADE CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: K CAPITAL PARTNERS LLC CENTRAL INDEX KEY: 0001088580 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 441 STUART STREET, 6TH FLOOR STREET 2: 6TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 651764657700 MAIL ADDRESS: STREET 1: 441 STUART STREET, 6TH FLOOR STREET 2: 441 STUART STREET, 6TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 DFAN14A 1 jbdfan14a2.txt 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. ) Filed by the Registrant |_| Filed by a Party other than the Registrant |X| Check the appropriate box: |_| Preliminary Proxy Statement |_| CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) |_| Definitive Proxy Statement |_| Definitive Additional Materials |X| Soliciting Material Pursuant to ss.240.14a-12 OFFICEMAX INCORPORATED --------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) --------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): |X| No fee required. |_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------- (5) Total fee paid: ------------------------------------------------------------------- |_| Fee paid previously with preliminary materials. |_| Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: -------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: -------------------------------------------------------------------- (3) Filing Party: -------------------------------------------------------------------- (4) Date Filed: PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. [GRAPHIC OMITTED] FOR IMMEDIATE RELEASE K CAPITAL SENDS LETTER TO OFFICEMAX BOARD OF DIRECTORS Boston, MA - October 26, 2005 - K Capital Offshore Master Fund (U.S. Dollar), L.P. and Special K Capital Offshore Master Fund (U.S. Dollar), L.P. (collectively, "K Capital"), who together with their affiliates are the largest shareholder of OfficeMax Incorporated (NYSE: OMX), today sent the following letter to the Board of Directors of OfficeMax. K Capital and its affiliates hold approximately 6,050,000 shares of OfficeMax common stock, or approximately 8.6% of the Company's outstanding shares. Board of Directors OfficeMax Incorporated 150 Pierce Road Itasca, IL 60143 October 26, 2005 To the Members of the Board: As the largest shareholder of OfficeMax, we are writing to express our disappointment in your decision on Friday, October 21, 2005, to extend Sam Duncan's term as a board member until 2007. Mr. Duncan has never been elected to the board by shareholders and, given his position of Chairman, we believe that shareholders should have the opportunity to vote on his appointment to the board at the earliest possible date. In our view, Friday's decision is further evidence of the board's continuing disregard for the views of OfficeMax shareholders. As a board, you have inexplicably rejected numerous shareholder mandates over the years, including: o Overwhelming shareholder support to declassify the board so that all directors face election each year. Shareholder resolutions on this topic were put forward in 2000, 2001, 2002, and 2005. Each passed by a wide margin--in 2002 and 2005 the motions carried 79.4% and 78.5% of votes cast, respectively. Still, you have taken no action to declassify the board. o In 2002, a shareholder resolution calling for the company's poison pill to be subject to shareholder approval carried 71.5% of votes cast. Again, the board ignored this shareholder mandate. o In the past, shareholders have publicly called for a separation of the roles of CEO and Chairman. Earlier this year we privately raised this issue at a time when such a change would have been quite convenient, but received no response. Once again, you rejected this message from your shareholders. We recognize that Claire Farley's departure from the board required some adjustment to ensure that each class of directors was similar in size. Even so, there were several more appropriate alternatives that could have been undertaken rather than prolonging the term of a chairman who has never stood for election. Among the options, one of the two elected directors whose terms expire in 2006 could have been extended to 2007. Given your poor record of responding to shareholder concerns, we were not particularly surprised by your effort to further insulate Mr. Duncan from a near-term shareholder vote. Shareholders deserve an immediate explanation as to how your actions can be construed to serve their interest. Brian Steck ABOUT K CAPITAL PARTNERS, LLC K Capital Partners, LLC is a Boston, Massachusetts-based company that serves as general partner or manager of private investment funds. # # # CONTACTS: MEDIA: Matthew Sherman / Joele Frank Joele Frank, Wilkinson Brimmer Katcher 212.355.4449 In connection with OfficeMax, Inc.'s ("OfficeMax") upcoming 2006 Annual Meeting, K Capital Partners, LLC and certain related parties ("K Capital") may file a proxy statement with the Securities and Exchange Commission (the "SEC") to solicit stockholders of OfficeMax with respect to the election of directors and/or one or more stockholder proposals. HOWEVER, IT SHOULD BE EMPHASIZED THAT K CAPITAL HAS NOT MADE ANY DECISION AT THIS TIME WHETHER TO SOLICIT PROXIES FOR THE ELECTION OF DIRECTORS OR FOR THE ADOPTION OF ONE OR MORE STOCKHOLDER PROPOSALS. OFFICEMAX STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE PROXY STATEMENT WHEN AND IF IT IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain a free copy of the proxy statement and other material (when and if available) and any other documents that may be filed by K Capital in connection with the 2006 Annual Meeting for free at the Internet website maintained by the SEC at www.sec.gov. In addition, if the proxy statement is filed, K Capital will make additional copies of the proxy statement and any amendments to the proxy statement available for free to the stockholders of OfficeMax. Please direct your request for the proxy statement to K Capital Partners LLC, 75 Park Plaza, Boston, MA 02116, Attention: Loren Acker, tel.: (617) 646-7700. In accordance with Rule 14a-12(a)(1)(i) of the Securities Exchange Act of 1934, as amended, the persons who may be deemed participants in any proxy solicitation in connection with OfficeMax's 2006 Annual Meeting of stockholders that K Capital may engage in are as follows: K Capital Offshore Master Fund (U.S. Dollar), L.P., Special K Capital Offshore Master Fund (U.S. Dollar), L.P., K Capital Partners, LLC, Harwich Capital Partners, LLC, and Abner Kurtin. Information regarding these participants is contained in the Schedule 14A filed by K Capital with the SEC on October 26, 2005. -----END PRIVACY-ENHANCED MESSAGE-----