SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

THORNTON JERRY SUE

(Last)

(First)

(Middle)

C/O OFFICEMAX, INC.

3605 WARRENSVILLE CENTER ROAD

(Street)

SHAKER HEIGHTS

44122

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OFFICEMAX INC /OH/ [ OMX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/09/2003		D⁽¹⁾		28,675	D	⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (right to buy)	$4.31	12/09/2003		M			6,250	12/09/2003	08/10/2000	Common Stock	6,250	$5.25⁽²⁾	0	D

Explanation of Responses:

1. 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.

2. 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	12/10/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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