-----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, FCUSXbeJhjLDzrpZQcBP6ruh47FAMmua/1qdwaxUOPFZA+KsIN84f/P6XcNx41mN bdPaVBwVrUZLut1qO7PjMA== 0000950157-03-000657.txt : 20031211 0000950157-03-000657.hdr.sgml : 20031211 20031211165811 ACCESSION NUMBER: 0000950157-03-000657 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20031209 FILED AS OF DATE: 20031211 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THORNTON JERRY SUE CENTRAL INDEX KEY: 0001183301 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13380 FILM NUMBER: 031049963 BUSINESS ADDRESS: STREET 1: CUYAHOGA COMMUNITY COLLEGE STREET 2: 700 CARNEZIE AVE. CITY: CLEVELAND STATE: OH ZIP: 44115 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 4 1 primary_doc.xml PRIMARY DOCUMENT X0201 4 2003-12-09 1 0000929428 OFFICEMAX INC /OH/ OMX 0001183301 THORNTON JERRY SUE C/O OFFICEMAX, INC. 3605 WARRENSVILLE CENTER ROAD SHAKER HEIGHTS OH 44122 1 0 0 0 Common Stock 2003-12-09 4 D 0 28675 D 0 D Stock Options (right to buy) 4.31 2003-12-09 4 M 0 6250 5.25 D 2003-12-09 2000-08-10 Common Stock 6250 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/ Ross H. Pollock, Attorney-in-Fact for Jerry Thornton 2003-12-10 -----END PRIVACY-ENHANCED MESSAGE-----