-----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, QgeWAnUddO1uh+T4aAFa9pxlAq7sKEWB0ZeUtFtLzr3NoIWeU7a2IoBw9n9UDlAJ sH9TYdKQpJo7DiKWZqMb4A== 0000950157-03-000651.txt : 20031211 0000950157-03-000651.hdr.sgml : 20031211 20031211160006 ACCESSION NUMBER: 0000950157-03-000651 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20031209 FILED AS OF DATE: 20031211 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KILLEEN MICHAEL F CENTRAL INDEX KEY: 0001219656 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13380 FILM NUMBER: 031049643 BUSINESS ADDRESS: STREET 1: OFFICEMAX INC STREET 2: 3605 WARRENSVILLE CENTER ROAD CITY: SHAKER HEIGHTS STATE: OH ZIP: 44122 BUSINESS PHONE: 2164716900 MAIL ADDRESS: STREET 1: OFFICEMAX INC STREET 2: 3605 WARRENSVILLE CENTER ROAD CITY: SHAKER HEIGHTS STATE: OH ZIP: 44122 4 1 primary_doc.xml PRIMARY DOCUMENT X0201 4 2003-12-09 1 0000929428 OFFICEMAX INC /OH/ OMX 0001219656 KILLEEN MICHAEL F OFFICEMAX INC 3605 WARRENSVILLE CENTER ROAD SHAKER HEIGHTS OH 44122 1 1 0 0 Senior Exec. VP, CFO Common Stock 2003-12-09 4 D 0 12939 D 0 D Stock Options (right to buy) 2.9 2003-12-09 4 M 0 75000 6.67 D 2003-12-09 2011-12-05 Common Stock 75000 0 D Stock Options (right to buy) 2.9 2003-12-09 4 M 0 150000 6.72 D 2003-12-09 2011-12-05 Common Stock 150000 0 D Stock Options (right to buy) 2.9 2003-12-09 4 M 0 75000 6.74 D 2003-12-09 2011-12-05 Common Stock 75000 0 D Stock Options (right to buy) 5.78 2003-12-09 4 M 0 70000 3.83 D 2003-12-09 2012-04-09 Common Stock 70000 0 D Stock Options (right to buy) 5.04 2003-12-09 4 M 0 75000 4.4 D 2003-12-09 2013-03-26 Common Stock 75000 0 D Stock Options (right to buy) 5.04 2003-12-09 4 M 0 75000 4.52 D 2003-12-09 2013-03-26 Common Stock 75000 0 D Pursuant to the Agreement and Plan of Merger, dated as of July 13, 2003, (the "Merger Agreement"), among Boise Cascade Corporation, a Delaware corporation ("Boise"), Challis Corporation, an Ohio corporation and a direct wholly owned subsidiary of Boise, and OfficeMax, Inc. ("OfficeMax"), shares of OfficeMax common stock have been exchanged pursuant to an exchange ratio. The reporting person will receive cash, Boise common stock or a combination of the two valued pursuant to the Merger Agreement at $9.00 per OfficeMax share, subject to increase or decrease as described in the Merger Agreement. The consideration received will depend on both the election of the reporting person and on elections made by other shareholders of OfficeMax. Pursuant to the Merger Agreement, on December 9, 2003, options to purchase shares of OfficeMax common stock exercisable at prices above $9.00 were terminated and all options to purchase shares of OfficeMax common stock exercisable at prices below $9.00 were cancelled in exchange for a lump sum cash payment equal to the product of (i) the excess, if any, of $9.00 over the exercise price for that stock option, and (ii) the number of shares of OfficeMax common stock subject to the stock option. In addition, holders of unvested options of OfficeMax common stock who agreed to permit OfficeMax to cancel unvested options will receive a lump sum cash payment equal to the product of (i) the excess, if any, of the closing share price for OfficeMax common stock on the date immediately prior to the date such OfficeMax common stock was cancelled over the exercise price for that unvested stock option and (ii) the number of shares of OfficeMax common stock subject to the unvested stock option. /s/ Michael Killeen 2003-12-10 -----END PRIVACY-ENHANCED MESSAGE-----