-----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, HkUK7dOLWXZXTAocZc8ycXL7dnk1wYD+ckX4gvgCY68nfHCZOx7q4qDT9CSQP3kD aRhOCMb+exrVVZ90MAMeyw== 0000950157-03-000449.txt : 20030714 0000950157-03-000449.hdr.sgml : 20030714 20030714094828 ACCESSION NUMBER: 0000950157-03-000449 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030714 EFFECTIVENESS DATE: 20030714 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OFFICEMAX INC /OH/ CENTRAL INDEX KEY: 0000929428 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 341573735 STATE OF INCORPORATION: OH FISCAL YEAR END: 0125 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13380 FILM NUMBER: 03784673 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 DEFA14A 1 sched14a.txt SCHEDULE 14A 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 [X] Filed by a Party other than the Registrant [ ] 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 Section 240.14a-12 OFFICEMAX, INC. (Name of Registrant as Specified in Its Charter) N/A (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 the 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: --------------------------------------------------------------------- Index to Exhibits ----------------- Exhibit No. Description - ----------- ----------- 99.1 Press release, dated July 14, 2003, issued by OfficeMax, Inc. 99.2 Text of an e-mail sent by OfficeMax, Inc. to its employees on July 14, 2003. 99.3 Text of a Q&A distributed by OfficeMax, Inc. to its employees on July 14, 2003. EX-99.1 3 ex99-1.txt Exhibit 99.1 THE FOLLOWING IS THE TEXT OF A PRESS RELEASE DATED JULY 14, 2003, ISSUED BY OFFICEMAX. INC.: OFFICEMAX, INC. Headquarters: 3605 Warrensville Center Rd., Shaker Heights, OH 44122-5203 Mailing Address: P.O. Box 228070, Cleveland, OH 44122-8070 NEWS RELEASE FOR IMMEDIATE RELEASE For investor inquiries: For media inquiries: Michael Weisbarth Steve Baisden SVP, Treasurer Manager, Investor & (216) 471-6698 Public Relations (216) 471-3441 investor@officemax.com ----------------------
OFFICEMAX AND BOISE CASCADE CORPORATION REACH DEFINITIVE AGREEMENT FOR BUSINESS COMBINATION OFFICEMAX SHAREHOLDERS TO RECEIVE APPROXIMATELY $1.2 BILLION IN CASH AND STOCK, REPRESENTING A 25 PERCENT PREMIUM OVER THE CLOSING PRICE FROM FRIDAY TRANSACTION STRATEGICALLY POSITIONS OFFICEMAX AND BOISE OFFICE SOLUTIONS TO BETTER DELIVER COMPELLING VALUE TO OFFICE PRODUCTS CUSTOMERS THROUGH ALL CHANNELS, ACROSS ALL MARKET SEGMENTS CLEVELAND - July 14, 2003 - OfficeMax, Inc. (NYSE: OMX) announced today that it has reached a definitive agreement with Boise Cascade Corporation (NYSE: BCC) to combine with its Boise Office Solutions group, giving OfficeMax shareholders an approximate purchase price of $1.2 billion, or $9.00 per fully diluted share. The price represents a 25 percent premium over OfficeMax's closing price on July 11, 2003 and a premium of 30 percent over OfficeMax's average trading price over the last 30 days. Boise will pay the purchase price in cash and common stock, using 30 percent cash and 70 percent common stock. Prior to the OfficeMax shareholders meeting, Boise may elect to use as much as 45 percent cash and 55 percent common stock. The common stock consideration is subject to a customary price collar of plus or minus 10 percent from the closing price of Boise's common stock on July 11, 2003 of $23.43 per share. Under the conditions of the collar, if Boise's average stock price prior to closing is at or below $21.09, the exchange ratio shall be 0.4268. If Boise's average stock price prior to closing is between $21.09 and $25.77, the exchange ratio shall be adjusted to deliver combined cash and stock consideration valued at $9.00 per share. If Boise's average stock price prior to closing is at or above $25.77, the exchange ratio shall be 0.3492. If Boise elects to increase the cash component and Boise's stock price prior to closing is outside of the collar, the per share cash consideration will be adjusted up or down, as appropriate, so that the aggregate consideration received by OfficeMax's shareholders remains unchanged regardless of Boise's election. The consideration to be received in the transaction will be fully taxable to OfficeMax shareholders. Michael Feuer, OfficeMax's co-founder, chairman and chief executive officer, said, "This business combination gives the newly formulated organization the ability to better serve all channels of the office products market from home offices to small businesses to large corporations. Together, OfficeMax with Boise will be strategically and financially stronger and rival the size of its closest competitors. From a single store in suburban Cleveland 15 years ago, OfficeMax has emerged as one of North America's leading and largest specialty retailers, serving small business through our retail superstores, e-commerce, catalog and with a direct sales force. Boise Office Solutions primarily serves the larger institutional and corporate business segments. Melded into one, OfficeMax with Boise will equal huge benefits for all constituencies, including customers, associates of both companies, vendor partners and our respective shareholders." George Harad, Boise's chairman and chief executive officer, said, "We are delighted and proud of our new proposed association with the OfficeMax organization. Over the last year, under a strong management team, OfficeMax has led the industry in same-store sales growth, introduced new store formats, and improved productivity and margins in its operations. OfficeMax's proven retail expertise and powerful brand complement Boise Office Solutions' exceptional strength in the contract customer segment and our strong commitment to customer service supported by leading-edge technology." This transaction is the result of an initial contact made by OfficeMax earlier in 2003, according to Mr. Feuer. "Over the past six months OfficeMax, working closely with its financial advisors, the KeyBanc Capital Markets unit of McDonald Investments PAGE 2 OF 3 OFFICEMAX, INC. BUSINESS COMBINATION JULY 14, 2003 Inc. and Lehman Brothers Inc., assessed the viability of this type of combination and its potential to enhance OfficeMax shareholder value." OfficeMax's combination with Boise has already been unanimously approved by both companies' boards of directors and is subject to customary approvals under antitrust laws and by the shareholders of OfficeMax and Boise. At this time, the transaction is expected to be completed in late fall or early winter. # # # ABOUT OFFICEMAX OfficeMax serves its customers through nearly 1,000 superstores, e-commerce Web sites and direct-mail catalogs. The Company has operations in the United States, Canada, Puerto Rico, the U.S. Virgin Islands and Mexico. In addition to offering office products, business machines and related items, OfficeMax superstores feature CopyMax and FurnitureMax, store-within-a-store modules devoted exclusively to "print-for-pay" services and office furniture. The Company also reaches customers in the United States with an offering of over 40,000 items through its award winning e-commerce site, OfficeMax.com, its direct-mail catalogs and its outside sales force, all of which are serviced by its three PowerMax distribution facilities, 17 delivery centers and two national customer call and contact centers. ABOUT BOISE OFFICE SOLUTIONS Boise Office Solutions is a premier multinational distributor of office technology products, office furniture, and paper and had 2002 sales of $3.5 billion. Office Solutions posted domestic e-commerce sales of more than $1 billion in 2002. Headquartered in Itasca, Illinois, Boise Office Solutions has customers ranging in size from small organizations to multinational corporations. Boise Office Solutions has operations throughout the United States, Australia, New Zealand, Canada and Mexico. ABOUT BOISE Boise delivers office, building, and paper solutions that help our customers to manage productive offices and construct well-built homes - two of the most important activities in our society. Boise's 24,000 employees help people work more efficiently, build more effectively, and create new ways to meet business challenges. Boise also provides constructive solutions for environmental conservation by managing natural resources for the benefit of future generations. Boise had sales of $7.4 billion in 2002. Visit the Boise website at http://www.bc.com/. Note: Statements in this news release, other than those concerning historical information (including information incorporated by reference), contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Any information in this news release that is not historical information is a forward-looking statement which may be identified by the use of language such as "may," "will," "should," "expects," "plans," "anticipates," "estimates," "believes," "thinks," "continues," "indicates," "outlook," "looks," "goals," "initiatives," "projects," or similar expressions. These statements are likely to address the Company's growth strategy, future financial performance (including sales, gross margin and earnings), strategic initiatives (including the Company's proposed combination with Boise Cascade Corporation), marketing and expansion plans, and the impact of operating initiatives. The forward-looking statements, which speak only as of the date the statement was made, are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those stated, projected or implied in the forward-looking statements. These risks and uncertainties include those described in Exhibit 99.1 of the Company's Annual Report on Form 10-K for the fiscal year ended January 25, 2003, and in other reports and exhibits to those reports filed with the Securities and Exchange Commission. You are strongly urged to review such filings for a more detailed discussion of such risks and uncertainties. The Company's filings with the Securities and Exchange Commission are available at no charge at www.sec.gov and www.freeEDGAR.com, as well as on a number of other web sites including OfficeMax.com, under the investor information section. These risks and uncertainties also include the following: risks associated with general economic conditions (including the effects of the continuing hostilities in Iraq and Afghanistan, additional terrorist attacks and hostilities, decline in the stock market, currency devaluation, slower than anticipated economic recovery and declining employment rate or other changes in our customers' business environments, including an increase in PAGE 3 OF 3 OFFICEMAX, INC. BUSINESS COMBINATION JULY 14, 2003 bankruptcy filings); increasing competition that includes office supply superstores, wholesale clubs, contract stationers, computer and electronics superstore retailers, Internet merchandisers and mass merchandisers, as well as grocery and drug store chains; the result of continuing FAS 142 assessments; the impact of the adoption of EITF 02-16 and FIN 46 along with other new accounting pronouncements; and the risk that the Company's proposed combination with Boise Cascade Corporation is not consummated due to the failure to obtain required regulatory and shareholder approvals. The foregoing list of important factors is not exclusive. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. OfficeMax, Inc. and Boise Cascade Corporation will file with the Securities and Exchange Commission (the "SEC") a registration statement, a joint proxy statement/prospectus and other relevant documents regarding the proposed business combination transaction referred to in the foregoing information. Shareholders are urged to read the registration statement and joint proxy statement/prospectus regarding the proposed business combination, when it becomes available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. You may obtain a free copy of the joint proxy statement/prospectus (when it is available) and other documents filed by OfficeMax, Inc. and Boise Cascade Corporation at the SEC's website at www.sec.gov. Copies of the joint proxy statement/prospectus (when it is available) and these other documents may also be obtained, without charge, by directing a request to Michael Weisbarth at OfficeMax, Inc. at (216) 471-6698 or to Vincent Hannity at Boise Cascade Corporation at (208) 384-6390. CERTAIN INFORMATION CONCERNING PARTICIPANTS Investors may obtain a detailed list of names, affiliations and interests of OfficeMax, Inc. participants in the solicitation of proxies of shareholders to approve the proposed business combination from an SEC filing under Schedule 14A made by OfficeMax, Inc. prior to, or concurrently with, the filing of the preliminary joint proxy statement/prospectus with the SEC. Investors may obtain a detailed list of names, affiliations and interests of Boise Cascade Corporation participants in the solicitation of proxies of shareholders to approve the proposed business combination from an SEC filing on Form S-4 made by Boise Cascade Corporation prior to, or concurrently with, the filing of the preliminary joint proxy statement/prospectus with the SEC. EX-99.2 4 ex99-2.txt Exhibit 99.2 THE FOLLOWING IS THE TEXT OF AN E-MAIL SENT BY OFFICEMAX, INC. TO ITS EMPLOYEES ON JULY 14, 2003: MESSAGE FROM OFFICEMAX CEO TO: Entire OfficeMax Organization DATE: July 14, 2003 FM: Michael Feuer, Chairman & CEO CC: Board of Directors TWO GREAT COMPANIES TO COMBINE OFFICEMAX AND BOISE CASCADE CORPORATION TO BECOME NEW INDUSTRY POWERHOUSE It is with a great deal of enthusiasm and excitement that I share with all OfficeMax associates the announcement that the Board of Directors of OfficeMax and Boise Cascade Corporation have agreed to a business combination which will create a new industry powerhouse. OfficeMax will add a key tool to our marketing arsenal in this combination with one of the world's leading contract stationers, Boise Office Solutions. With OfficeMax and Boise coming together, the new business entity will be positioned to serve all segments of the multi-billion dollar office products market - from home office to small businesses to large corporations and institutions. Combined, we will rival our nearest competitors when this transaction is completed, and we'll be poised for even further accelerated growth. From a single store 15 years ago, OfficeMax has emerged as one of North America's leading and largest specialty retailers, serving small businesses through our retail stores, e-commerce, catalog and with our direct sales force. Boise Office Solutions serves primarily the larger corporate business segment. Melded into one, OfficeMax with Boise will equal huge benefits for our customers, associates of both companies vendor partners and our respective investors. Accompanying this announcement is our copy of a news release explaining the proposed transaction that was released to the financial community and news media, along with a series of what we believe will be the most frequently asked questions and corresponding answers. This business combination is subject to typical government regulatory approvals and by the shareholders of both OfficeMax and Boise. In order to keep all associates informed in a timely manner, we have also established an "OfficeMax associate-only" section on Officemax.com available through public Internet using your own home personal computer or on our internal system, @Max. TASK FORCE BEING CREATED TO FACILITATE BUSINESS COMBINATION Until all of the approvals are obtained, which we anticipate will be in late fall or early winter, IT IS BUSINESS AS USUAL FOR BOTH COMPANIES AS INDEPENDENT CONCERNS. We are, however, forming a task force very shortly to begin working on a transition plan that will maximize the attributes OfficeMax and Boise bring to the new combined global organization. The beauty of this proposed transaction is that each company adds something different to the combined entity with very little overlap. This means we will create exciting new opportunities for associates at both OfficeMax and Boise and, most importantly, be able to more effectively serve our customers. Much work must be done before the combination is completed. Today, however, with this announcement, we now all know that there are new and unique opportunities on many fronts for all of us in the months and years ahead. On a personal note, I want you to know that I have found that the work ethic and culture of Boise is strikingly similar to OfficeMax's fierce tenacity and "can-do" attitude. Both companies are committed to win, serve their customers and build value for their shareholders while creating increased opportunities for associates. Bottom line, it doesn't get much better than this in creating a company where one plus one equals much more than two. We'll continue to keep you informed in the days and weeks ahead as developments unfold. Our mission, today, must be - as always - to focus on serving our customers and increasing sales and profits. I know we will all be on top of our game during the upcoming exciting Back to School and fall selling season, which we expect to be a major success. As I see it, THE BEST IS YET TO COME. MF:km # # # OfficeMax, Inc. and Boise Cascade Corporation will file with the Securities and Exchange Commission (the "SEC") a registration statement, a joint proxy statement/prospectus and other relevant documents regarding the proposed business combination transaction referred to in the foregoing information. Shareholders are urged to read the registration statement and joint proxy statement/prospectus regarding the proposed business combination, when it becomes available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. You may obtain a free copy of the joint proxy statement/prospectus (when it is available) and other documents filed by OfficeMax, Inc. and Boise Cascade Corporation at the SEC's website at www.sec.gov. Copies of the joint proxy statement/prospectus (when it is available) and these other documents may also be obtained, without charge, by directing a request to Michael Weisbarth at OfficeMax, Inc. at (216) 471-6698 or to Vincent Hannity at Boise Cascade Corporation at (208) 384-6390. CERTAIN INFORMATION CONCERNING PARTICIPANTS Investors may obtain a detailed list of names, affiliations and interests of OfficeMax, Inc. participants in the solicitation of proxies of shareholders to approve the proposed business combination from an SEC filing under Schedule 14A made by OfficeMax, Inc. prior to, or concurrently with, the filing of the preliminary joint proxy statement/prospectus with the SEC. Investors may obtain a detailed list of names, affiliations and interests of Boise Cascade Corporation participants in the solicitation of proxies of shareholders to approve the proposed business combination from an SEC filing on Form S-4 made by Boise Cascade Corporation prior to, or concurrently with, the filing of the preliminary joint proxy statement/prospectus with the SEC. EX-99.3 5 exh99-3.txt Exhibit 99.3 THE FOLLOWING IS THE TEXT OF A Q&A DISTRIBUTED BY OFFICEMAX, INC. TO ITS EMPLOYEES ON JULY 14, 2003: QUESTIONS/ANSWERS OFFICEMAX/BOISE ANNOUNCEMENT Q. WHAT DOES THIS ANNOUNCEMENT MEAN TO ME AS AN ASSOCIATE OF OFFICEMAX? A. In the short term, the announcement will have no effect on OfficeMax associates or our associate policies or benefits. It will be business as usual for all of us while we complete all the necessary transition steps. Following the transition, the combined company will be an industry powerhouse with new opportunities for associates from both OfficeMax and Waterfall. Q. WHAT DOES THIS ANNOUNCEMENT MEAN TO MY JOB? A. The combination will occur over the next year, starting with the creation of a task force to begin work on a transition plan. Though there is much work to be done over the next several months, our expectation is that OfficeMax will maintain its offices in the Cleveland area and little will change that impacts jobs as the transition occurs. A major focus will be on creating new opportunities for associates. Q. WHAT DOES THIS ANNOUNCEMENT MEAN TO THE COMPANY? A. The combined company will result in numerous business synergies and benefits. The new entity will be positioned to serve all segments of the multi-billion dollar office products market, taking advantage of our strong retail presence and expertise and Boise's strength in the contract stationery business. The combined company is expected to generate revenues of over $12.5 billion this year alone and will place the company in the Fortune 200 list. Q. WHERE CAN I LEARN MORE ABOUT THIS DECISION NOW AND AS THE TRANSITION OCCURS? A. You can get more information about this important announcement by logging into www.officemax.com through the public internet or on @Max if you have access. From our officemax.com home page, under General Information (in the lower right corner) click on the Corporate and Investor Information link and then click on the Associate Information link. Leave the username unchanged and type 2456 on the password line, and then click submit. You may also click on the Investor Information link to see investor communications. We will update these sites as appropriate to keep associates and investors informed. OfficeMax, Inc. and Boise Cascade Corporation will file with the Securities and Exchange Commission (the "SEC") a registration statement, a joint proxy statement/prospectus and other relevant documents regarding the proposed business combination transaction referred to in the foregoing information. Shareholders are urged to read the registration statement and joint proxy statement/prospectus regarding the proposed business combination, when it becomes available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. You may obtain a free copy of the joint proxy statement/prospectus (when it is available) and other documents filed by OfficeMax, Inc. and Boise Cascade Corporation at the SEC's website at www.sec.gov. Copies of the joint proxy statement/prospectus (when it is available) and these other documents may also be obtained, without charge, by directing a request to Michael Weisbarth at OfficeMax, Inc. at (216) 471-6698 or to Vincent Hannity at Boise Cascade Corporation at (208) 384-6390. CERTAIN INFORMATION CONCERNING PARTICIPANTS Investors may obtain a detailed list of names, affiliations and interests of OfficeMax, Inc. participants in the solicitation of proxies of shareholders to approve the proposed business combination from an SEC filing under Schedule 14A made by OfficeMax, Inc. prior to, or concurrently with, the filing of the preliminary joint proxy statement/prospectus with the SEC. Investors may obtain a detailed list of names, affiliations and interests of Boise Cascade Corporation participants in the solicitation of proxies of shareholders to approve the proposed business combination from an SEC filing on Form S-4 made by Boise Cascade Corporation prior to, or concurrently with, the filing of the preliminary joint proxy statement/prospectus with the SEC. -----END PRIVACY-ENHANCED MESSAGE-----