-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, k2Eyf//3g9iDG7ZqU/JI49MvH0N3Q0FpfUAzSm0fmy87NscWem/lMDJWqpl7XseY Nl/kBhs4L6lq28EMP63dbQ== 0000950152-95-001377.txt : 199506290000950152-95-001377.hdr.sgml : 19950629 ACCESSION NUMBER: 0000950152-95-001377 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950628 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OFFICEMAX INC /OH/ CENTRAL INDEX KEY: 0000929428 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 341573735 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43377 FILM NUMBER: 95549706 BUSINESS ADDRESS: STREET 1: 3605 WARRENSVILLE CENTER RD CITY: SHAKER HEIGHTS STATE: OH ZIP: 44122 BUSINESS PHONE: 2169216900 MAIL ADDRESS: STREET 1: 3605 WARRENSVILLE CENTER RD CITY: SHAKE HEIGHTS STATE: OH ZIP: 44122 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KMART CORP CENTRAL INDEX KEY: 0000056824 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 380729500 STATE OF INCORPORATION: MI FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3100 W BIG BEAVER RD CITY: TROY STATE: MI ZIP: 48084 BUSINESS PHONE: 8106431000 MAIL ADDRESS: STREET 1: 3100 W BIG BEAVER ROAD CITY: TROY STATE: MI ZIP: 48084 FORMER COMPANY: FORMER CONFORMED NAME: KRESGE S S CO DATE OF NAME CHANGE: 19770921 SC 13D/A 1 K-MART SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 OfficeMax, Inc. --------------- (Name of Issuer) Common Shares, without par value -------------------------------- (Title of Class of Securities) 67622M 10 8 ------------- (CUSIP Number) Nancie W. LaDuke Kmart Corporation, International Headquarters 3100 West Big Beaver Road Troy, MI 48084-3163 (810) 643-1792 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 26, 1995 ----------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ]. Check the following box if a fee is being paid with the statement: [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) 1 2 Schedule 13D
CUSIP No. 67622M 10 8 Page 2 ----------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Kmart Corporation; I.R.S. Identification No. 38-0729500 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] (3) SEC USE ONLY (4) SOURCE OF FUNDS Not applicable. (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] (6) CITIZENSHIP OR PLACE OF ORGANIZATION Michigan (7) SOLE VOTING POWER 12,562,022 (8) SHARED VOTING POWER None NUMBER OF SHARES BENEFICIALLY (9) SOLE DISPOSITIVE POWER OWNED BY 12,562,022 EACH REPORTING PERSON (10) SHARED DISPOSITIVE POWER WITH None (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,562,022 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 24.7% (14) TYPE OF REPORTING PERSON CO
3 This Amendment No. 1 to a statement on Schedule 13D filed by Kmart Corporation, a Michigan corporation ("Kmart"), relates to the common shares, without par value (the "Common Shares"), of OfficeMax, Inc., an Ohio corporation (the "Company"). Item 2. Identity and Background. ------------------------ Item 2 is hereby amended by restating Schedule I in its entirety as attached hereto and incorporated herein by reference. Item 4. Purpose of Transaction. ----------------------- Item 4 is hereby amended by restating it in its entirety as follows: As of June 26, 1995, Kmart owned 12,562,022 Common Shares, or approximately 24.7% of the outstanding Common Shares. Of the Common Shares owned by Kmart, an aggregate of 26,338 shares must be delivered to the Company upon the exercise of options granted to certain employees of the Company as described below. To the knowledge of Kmart, it is the single largest shareholder of the Company. As a result, Kmart may be able to influence significantly the vote on all matters submitted to a vote of the Company's shareholders, including the election of directors and approval of extraordinary corporate transactions. Currently, the Board of Directors of the Company consists of seven (7) members, one of whom is a former executive officer of Kmart, a director and executive officer of a company which is approximately 13% owned by Kmart, and a director of a company which is approximately 30% owned by Kmart. Kmart holds the above referenced Common Shares for investment purposes and intends to reduce its ownership interest in the Company over time, subject to prevailing market and other conditions. On June 26, 1995, the Company filed a registration statement on Form S-1 (the "Registration Statement") for the registration of 16,370,250 Common Shares. In the proposed offering to which the Registration Statement 3 4 relates (the "1995 Offering"), Kmart intends to sell 12,535,684 Common Shares to a syndicate of underwriters represented by Donaldson, Lufkin & Jenrette Securities Corporation, Morgan Stanley & Co., Dean Witter Reynolds Inc., McDonald & Company Securities, Inc., William Blair & Company, Morgan Stanley & Co. International Limited and Dean Witter International LTD. As a result, upon the consummation of the 1995 Offering, Kmart will own 26,338 Common Shares. Under the terms of the Intercompany Agreement dated as of November 9, 1994 (the "Intercompany Agreement"), between the Company and Kmart, all of such remaining Common Shares are issuable to certain employees of the Company upon the exercise of options granted by the Company under Option Cancellation and Amendment Agreements, dated as of November 15, 1991, between the Company and each of such employees (the "Option Agreements"). Such shares are held by the Company's transfer agent pending exercise of options which expire in 1998 and which have an exercise price of $9.02 per share. Except as disclosed above, Kmart does not have any plans or proposals which relate to or would result in any of the matters described in paragraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interests in Securities of the Issuer. -------------------------------------- Item 5(a) is hereby amended by restating it in its entirety as follows: (a) Kmart owns beneficially and of record 12,562,022 Common Shares, representing approximately 24.7% of the total number of Common Shares outstanding. Such shares include 26,338 Common Shares that are owned by Kmart but are required to be delivered to the Company, pursuant to the terms of the Intercompany Agreement, upon exercise of options granted by the Company to certain employees under the Option Agreements. Except as set forth in Schedule II hereto, which Schedule is incorporated herein by reference, to the knowledge of Kmart, no executive officer or director of Kmart beneficially owns any Common Shares. 4 5 Item 5(b) is hereby amended by restating it in its entirety as follows: (b) Kmart has the sole power to vote, or to direct the vote, and the sole power to dispose of, or to direct the disposition of, all 12,562,022 Common Shares beneficially owned by it. Item 5(c) is hereby amended by restating it in its entirety as follows: (c) In the past 60 days, the only transactions in the Common Shares effected by Kmart have been the delivery to the Company of 3,134 Common Shares upon the exercise of options under the Option Agreements. Such delivery occurred June 14, 1995. The delivery of such Common Shares was made pursuant to the terms of the Intercompany Agreement, and Kmart received consideration of $9.02 per share so delivered. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is hereby amended by adding the following: Kmart has received the written consent of Donaldson Lufkin & Jenrette Securities Corporation to dispose of the Common Shares held by it on the 1995 Offering prior to the expiration of the 360-day lock-up period specified in the Underwriting Agreement. 5 6 Item 7. Material to be Filed as Exhibits. -------------------------------- Exhibit No. Description ----------- ----------- 8 News Release issued by OfficeMax, Inc., dated June 26, 1995 9 News Release issued by Kmart Corporation, dated June 26, 1995 10 Letter, dated June 27, 1995, from Donaldson, Lufkin & Jenrette Securities Corporation to Kmart Corporation 6 7 SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. KMART CORPORATION By: /s/ Nancie W. LaDuke ----------------------------- Nancie W. LaDuke Vice President and Secretary Dated: June 27, 1995 7 8 SCHEDULE I ---------- DIRECTORS AND EXECUTIVE OFFICERS OF KMART CORPORATION The names, business addresses and present principal occupations of the directors and executive officers of Kmart are set forth below. If no business address is given, the director's or officer's business address is 3100 West Big Beaver Road, Troy, Michigan 48084. The business address of each of the directors of Kmart is also the business address of such director's employer, if any. All directors and officers listed below are citizens of the United States.
Kmart Directors: - ---------------- Names and Business Addresses Present Principal Occupation of Employment - ---------------------------- ------------------------------------------ Lilyan H. Affinito Former Vice Chairman of the 599 Lexington Avenue, 23rd Fl. Board of Maxxam Group, Inc. New York, NY 10022 Floyd Hall Chairman of the Board, 3100 West Big Beaver Road President and Chief Executive Troy, MI 48084 Officer of Kmart Corporation Joseph A. Califano, Jr. Chairman and President of Center on Addiction 152 West 57th Street, 12th Fl. and Substance Abuse, Columbia University New York, NY 10019 Richard G. Cline Chairman & Chief Executive Officer 1844 Ferry Road of NICOR, Inc. Naperville, IL 60563-9600 Willie D. Davis President of All Pro Broadcasting, Inc. 161 North LaBrea Avenue Inglewood, CA 90301 Enrique C. Falla Executive Vice President and Chief Financial 2030 Dow Center Office of The Dow Chemical Company Midland, MI 48674 Joseph P. Flannery Chairman of the Board, President and Chief 70 Great Hill Road Executive Office of Uniroyal Holding, Inc. Naugatuck, CT 06770 David B. Harper President of David B. Harper Management Co., Inc. F. James McDonald Retired President and Chief Operating Officer of General Motors Corporation J. Richard Munro Chairman of the Executive Committee of 300 First Stamford Place Time Warner Inc.
8 9 Stamford, CT 06902 Donald S. Perkins Retired Chairman of the Board of Jewel 100 North Riverside Plaza Companies, Inc. Suite 1700 Chicago, IL 60606 Lawrence Perlman Chairman & Chief Executive Officer of Ceridian Corporation 8100 34th Avenue South Minneapolis, MN 56425-1640 Gloria M. Shatto President, Berry College 610 Mount Berry Station Mount Berry, GA 30149
Kmart Officers: - --------------- C. Chinni Executive Vice President, Merchandising D.W. Keeble Executive Vice President, Store Operations R.J. Floto Executive Vice President and President, Super Kmart Centers T.F. Murasky Executive Vice President and Chief Financial Officer A.N. Palizzi Executive Vice President, General Counsel M.P. Rich Executive Vice President Strategic Planning, Finance and Administration K.W. Watson Executive Vice President, Marketing and Product Development F.M. Comins, Jr. Senior Vice President, Executive and Organization Resources P.J. Hueber Senior Vice President, Sales and Operations A.R. Mauro Senior Vice President, Distribution and Transportation M.L. Skiles Senior Vice President, Corporate Facilities W.D. Underwood Senior Vice President, Vender and Product Development T.W. Watkins Senior Vice President, International Operations D.V. Carter Vice President, Food, Super Kmart Centers A.A. Giancamilli Vice President, General Merchandise Manager - Consumables and Commodities J.P. Churilla Vice President and Treasurer J.E. Ford Vice President, Eastern Region G.W. Gryson, Jr. Vice President, Midwestern Region G.K. Habeck Vice President, Advertising S.M. Kahle Vice President, Corporate Affairs C.B. Kearse Vice President, General Merchandise Manager - Mens and Childrens N.W. LaDuke Vice President and Secretary M.T. Macik Vice President, Human Resources -- U.S. Kmart Stores D.R. Marsico Vice President, Super Kmart Centers D.M. Meissner Vice President, Western Region T.M. Nielsen Vice President, Human Resources -- International P.J. Palmer Vice President, Labor Relations and Assistant
9 10 General Counsel W.H. Parker Vice President, Merchandising -- Books and Sundries V.G. Rago Vice President, Kmart Store Systems Development Steven Szymanski Vice President, Accounting and Finance J.S. Valenti Vice President, Southern Region
10 11 SCHEDULE II ----------- COMMON SHARES BENEFICIALLY OWNED BY THE DIRECTORS AND EXECUTIVE OFFICERS OF KMART CORPORATION The name of each Kmart director and executive officer who beneficially owns Common Shares and the number of Common Shares such director or executive officer beneficially owns are set forth below. To the knowledge of Kmart, the directors and executive officers named below have sole voting and investment power with respect to all shares beneficially owned by them. None of the directors or executive officers set forth below owns 1% or more of the Common Shares outstanding. Number of Common Names Shares Beneficially Owned - ----- ------------------------- Kmart Directors: - --------------- Lilyan M. Affinito 1,000 Enrique C. Falla 1,000 P. James McDonald 3,000 Donald S. Perkins 5,000 Gloria M. Shatto 500 Kmart Officers: - -------------- T.P. Murasky 5,000 A.N. Palizzi 4,264 F.M. Comins, Jr. 900 T.W. Watkins 2,000 J.E. Ford 200 D.R. Marsico 100 12
EXHIBIT INDEX ------------- Exhibit Number Description - -------------- ----------- 8. News Release issued by OfficeMax, Inc., dated June 26, 1995. 9. News Release issued by Kmart Corporation, dated June 26, 1995. 10. Letter, dated June 27, 1995, from Donaldson, Lufkin and Jenrette Securities Corporation to Kmart Corporation.
11 EX-8 2 EXHIBIT 8 1 EXHIBIT 8 OFFICEMAX, INC. NEWS RELEASE FOR IMMEDIATE RELEASE Contacts for OfficeMax: Juris Pagrabs Edward L. Cornell Director of Investor Relations Exec. Vice President & CFO (216) 295-6698 (216) 295-6640 Contacts for Kmart: Orren F. Knauer Investor Relations (810) 643-1040 OFFICEMAX FILES REGISTRATION STATEMENT TO SELL REMAINING KMART HOLDINGS CLEVELAND, Ohio -- June 26, 1995 --OfficeMax, Inc. (NYSE:OMX) and Kmart Corporation (NYSE:KM) jointly announce the filing today with the Securities and Exchange Commission of a registration statement for the proposed underwritten public offering of 14,235,000 shares of OfficeMax common stock. In the proposed offering, Kmart, a 25 percent shareholder of OfficeMax, will sell all of its 12,535,684 common shares and would receive the resulting net proceeds. These secondary shares are already included in OfficeMax shares currently outstanding. OfficeMax has granted the underwriters an over-allotment option, exercisable within 30 days of the original issuance, to purchase up to 2,135,250 additional shares. OfficeMax will also sell 1,699,316 of its common shares in the offering. The net proceeds received by OfficeMax will be used to fund its expansion program and for general working capital purposes. Last November, OfficeMax completed its initial public offering, at which time Kmart reduced its holdings from approximately 90 percent to 25 percent and received all preceeds from that offering. The managing underwriters for the offering are Donaldson, Lufkin & Jenrette Securities Corporation, Dean Witter Reynolds Inc., Morgan Stanley & Co., McDonald & Company Securities, Inc. and William Blair & Company. A copy of the preliminary prospectus may be obtained from: Donaldson, Lufkin & Jenrette Securities Corporation, 140 Broadway, New York, NY 10005. OfficeMax operates over 400 superstores in over 150 markets in 41 states and Puerto Rico. The Company's chain of superstores provides an extensive selection of quality name-brand and private-label merchandise, including paper goods, business electronics, computers and accessories, furniture, and general office supplies. OfficeMax also owns an approximate 20% interest in Corporate Express, Inc. (NASDAQ:CEXP), one of country's largest contract stationers. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT YET BECOME EFFECTIVE. THESE SECURITIES MAY NOT BE SOLD, NOR MAY OFFERS TO BUY BE ACCEPTED, PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS COMMUNICATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. EX-9 3 EXHIBIT 9 1 EXHIBIT 9 June 26, 1995 Kmart Corporation Troy, Michigan Orren F. Knauer Investor Relations (810) 643-1040 OfficeMax, Inc. Shaker Heights , Ohio Edward L. Cornell Exec. Vice President & CFO (216) 295-6440 OfficeMax, Inc. Shaker Heights, Ohio Juris Pagrabs Director of Investor Relations (216) 295-6698 FOR IMMEDIATE RELEASE OFFICEMAX FILES REGISTRATION STATEMENT TO SELL REMAINING KMART HOLDINGS TROY, Mich. -- June 26, 1995 -- Kmart Corporation (NYSE:KM) and OfficeMax, Inc. (NYSE:OMX) jointly announce the filing today with the Securities and Exchange Commission of a registration statement for the proposed underwritten public offering of 14,235,000 shares of OfficeMax common stock. In the proposed offering, Kmart, a 25 percent shareholder of OfficeMax, will sell all of its 12,535,684 common shares and would receive the resulting net proceeds. These secondary shares are already included in OfficeMax shares currently outstanding. OfficeMax has granted the underwriters an over-allotment option, exercisable within 30 days of the original issuance, to purchase up to 2,135,250 additional shares. OfficeMax will also sell 1,699,316 of its common shares in the offering. The net proceeds received by OfficeMax will be used to fund its expansion program and for general working capital purposes. Last November, OfficeMax completed its initial public offering, at which time Kmart reduced its holdings from approximately 90 percent to 25 percent and received all preceeds from that offering. The managing underwriters for the offering are Donaldson, Lufkin & Jenrette Securities Corporation, Dean Witter Reynolds Inc., Morgan Stanley & Co., McDonald & Company Securities, Inc. and William Blair & Company. A copy of the preliminary prospectus may be obtained from: Donaldson, Lufkin & Jenrette Securities Corporation, 140 Broadway, New York, NY 10005. OfficeMax operates over 400 superstores in over 150 markets in 41 states and Puerto Rico. The Company's chain of superstores provides an extensive selection of quality name-brand and private-label merchandise, including paper goods, business electronics, computers and accessories, furniture and general office supplies. OfficeMax also owns an approximate 20% interest in Corporate Express, Inc. (NASDAQ: CEXP), one of the country's largest contract stationers. Kmart Corporation serves America with approximately 2,500 retail outlets, including Kmart and Builders Square. In addition to serving all 50 states, Puerto Rico and the U.S. Virgin Islands, Kmart operations extend to Canada, the Czech Republic and Slovakia and, through ventures, to Mexico and Singapore. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT YET BECOME EFFECTIVE. THESE SECURITIES MAY NOT BE SOLD, NOR MAY OFFERS TO BUY BE ACCEPTED, PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS COMMUNICATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. EX-10 4 EXHIBIT 10 1 EXHIBIT 10 DONALDSON, LUFKIN & JENRETTE Donaldson, Lufkin & Jenrette Securities Corporation 2121 Avenue of the Stars, Los Angeles, CA 90067-5014 - (310) 282-6161 June 27, 1995 Kmart Corporation International Headquarters 3100 West Big Beaver Road Troy, MI 48084-3163 Attn: Mr. Tom Murasky Dear Mr. Murasky: Donaldson, Lufkin & Jenrette ("DLJ") hereby releases Kmart Corporation from the restrictions on selling its common shares which restrictions are set forth in the underwriting agreement signed in connection with OfficeMax, Inc.'s initial public offering on November 9, 1994. This release applies only to the 18,803,526 shares to be sold in connection with an OfficeMax, Inc. underwritten offering of common shares which is lead managed by DLJ. Sincerely, -----END PRIVACY-ENHANCED MESSAGE-----