UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
OfficeMax Incorporated
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(Name of Issuer)
Common Stock, without par value
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(Title of Class of Securities)
67622P101
(CUSIP Number)
Robert T. Needham
K Capital Partners, LLC
75 Park Plaza
Boston, MA 02116
(617) 646-7728
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communication)
October 27, 2005
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(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 that is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. |_|
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss.240.13d-7 for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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CUSIP No. 67622P101
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only)
K Capital Offshore Master Fund (U.S. Dollar), L.P
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
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(b) |_|
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3. SEC Use Only
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4. Source of Funds (See Instructions)
WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) |_|
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6. Citizenship or Place of Organization
Cayman Islands
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Number of 7.
Shares
Beneficially
Owned by
Each Sole Voting Power
Reporting 2,189,635
Person With
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8. Shared Voting Power 0 shares of common stock
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9. Sole Dispositive Power
2,189,635
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10. Shared Dispositive Power 0 shares of common stock
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,189,635 shares of common stock
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |_|
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13. Percent of Class Represented by Amount in Row (11)
3.097%
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14. Type of Reporting Person (See Instructions)
PN
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CUSIP No. 67622P101
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only)
Special K Capital Offshore Master Fund (U.S. Dollar), L.P
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
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(b) |_|
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3. SEC Use Only
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4. Source of Funds (See Instructions)
WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) |_|
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6. Citizenship or Place of Organization
Cayman Islands
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Number of 7.
Shares
Beneficially
Owned by
Each Sole Voting Power
Reporting 3,799,520
Person With
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8. Shared Voting Power 0 shares of common stock
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9. Sole Dispositive Power
3,799,520
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10. Shared Dispositive Power 0 shares of common stock
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,799,520 shares of common stock
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |_|
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13. Percent of Class Represented by Amount in Row (11)
5.37%
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14. Type of Reporting Person (See Instructions)
PN
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CUSIP No. 67622P101
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only)
K Capital Partners, LLC
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
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(b) |_|
------------------------------------------------------------
3. SEC Use Only
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4. Source of Funds (See Instructions)
AF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) |_|
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6. Citizenship or Place of Organization
Delaware
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Number of 7.
Shares
Beneficially
Owned by
Each Sole Voting Power
Reporting 6,049,098
Person With
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8. Shared Voting Power 0 shares of common stock
------------------------------------------------------------
9. Sole Dispositive Power
6,049,098
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10. Shared Dispositive Power 0 shares of common stock
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
6,049,098 shares of common stock
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |_|
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13. Percent of Class Represented by Amount in Row (11)
8.56%
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14. Type of Reporting Person (See Instructions)
OO
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CUSIP No. 67622P101
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only)
Harwich Capital Partners, LLC
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
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(b) |_|
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3. SEC Use Only
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4. Source of Funds (See Instructions)
AF
---------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) |_|
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6. Citizenship or Place of Organization
Delaware
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Number of 7.
Shares
Beneficially
Owned by
Each Sole Voting Power
Reporting 6,049,098
Person With
------------------------------------------------------------
8. Shared Voting Power 0 shares of common stock
------------------------------------------------------------
9. Sole Dispositive Power
6,049,098
------------------------------------------------------------
10. Shared Dispositive Power 0 shares of common stock
------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
6,049,098 shares of common stock
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |_|
---------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
8.56%
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14. Type of Reporting Person (See Instructions)
OO
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CUSIP No. 67622P101
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only)
Abner Kurtin
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
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(b) |_|
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3. SEC Use Only
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4. Source of Funds (See Instructions)
AF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) |_|
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6. Citizenship or Place of Organization
United States
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Number of 7.
Shares
Beneficially
Owned by
Each Sole Voting Power
Reporting 6,049,098
Person With
------------------------------------------------------------
8. Shared Voting Power 0 shares of common stock
------------------------------------------------------------
9. Sole Dispositive Power
6,049,098
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10. Shared Dispositive Power 0 shares of common stock
------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
6,049,098 shares of common stock
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |_|
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13. Percent of Class Represented by Amount in Row (11)
8.56%
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14. Type of Reporting Person (See Instructions)
IN
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ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to common stock, without par value per
share (the "Common Stock") of OfficeMax Incorporated (the
"Issuer"). The Issuer's principal executive offices are located
at 150 Pierce Road, Itasca, Illinois 60143, United States.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is filed by K Capital Offshore Master Fund
(U.S. Dollar), L.P., Special K Capital Offshore Master Fund (U.S.
Dollar), L.P. (collectively the "Partnerships"), K Capital
Partners, LLC, Harwich Capital Partners, LLC and Abner Kurtin.
The Partnerships are limited partnerships organized in the Cayman
Islands with a registered address at the offices of Walkers SPV
Limited, Walker House, P.O. Box 908GT, Mary Street, George Town,
Cayman Islands; K Capital Partners, LLC is a Delaware limited
liability company and the sole General Partner of each
Partnership (the "General Partner") having its principal place of
business and executive offices at 75 Park Plaza, Boston,
Massachusetts 02116; Harwich Capital Partners, LLC ("Harwich") is
a Delaware limited liability company and the Managing Member of
the General Partner having its principal place of business at 75
Park Plaza, Boston, Massachusetts 02116; and Abner Kurtin is the
Managing Member of Harwich, having its principal business address
c/o K Capital Partners, LLC, 75 Park Plaza, Boston, Massachusetts
02116 (collectively, the "Reporting Persons"). Mr. Kurtin is a
United States citizen. The principal business of each Reporting
Person is to administer, promote, manage and advise private
investment pools and any business related thereto or useful in
connection therewith.
During the past five years or since their inception, the
Reporting Persons have not been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors), and have not been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and
are not, as a result of any such proceeding, subject to a
judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The shares of Common Stock covered by this Schedule 13D were
purchased by the Partnerships. The source of funds for the
purchases is assets of the Partnerships available for investment,
and the amount of the funds is $18,230,073.45.
ITEM 4. PURPOSE OF TRANSACTION
All of the shares of Common Stock reported herein were acquired
for investment purposes. The Reporting Persons review on a
continuing basis the investment in the Issuer. Based upon such
review, the Reporting Persons believe that the market price of
the Common Stock does not fully reflect its intrinsic value and
that extraordinary corporate action, such as a break up or sale
of the company may be required to realize that intrinsic value.
The Reporting Persons have previously communicated with the board
of directors of the Issuer indicating their view that the Common
Stock of the Issuer is undervalued, and that the Issuer should
seek to break up the company and sell one or more of its
components in order to maximize the value of such Common Stock.
On October 26, 2005 the General Partner delivered a letter to the
Issuer's Board, requiring explanation as to certain actions and
inaction of the Issuer's Board. A copy of the letter was also
released to the public by way of a press release. A copy of the
press release is attached as Exhibit 2. The Reporting Persons may
seek further communications with the Issuer and other industry
observers and participants regarding the value of the Common
Stock and possible strategic transactions, and may take other
actions to insure that strategic alternatives are considered.
This may lead to consideration of transactions of the type
described in subparagraphs (a) through (j) of Item 4 of the
Instructions to Schedule 13D.
Reporting Persons may acquire, or cause to be acquired,
additional securities of the Issuer, in the open market or
otherwise, or dispose of, or cause to be disposed, such
securities, in the open market or otherwise, at any time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b). The information contained on the cover pages to this
Schedule 13D is incorporated herein by reference.
As of October 27, 2005, the General Partner, as general partner
of the Partnerships, may be deemed to beneficially own 6,049,098
shares of the Common Stock or 8.56% of the 70,718,846 shares of
Common Stock believed to be outstanding. Harwich, as Managing
Member of the General Partner, and Mr. Kurtin, as Managing Member
of Harwich, may be deemed to beneficially own the same number of
shares of the Common Stock. Each of the Covered Persons disclaims
beneficial ownership of the shares of Common Stock owned by the
Partnerships.
(c) The reported shares of Common Stock reflect amounts as of
October 27, 2005. The Partnerships effected the following
transactions in and transfers of the Common Stock during the past
60 days:
K Capital Offshore Master Fund (US Dollar) LP Transaction date
---------------------- -------------------- ------------------- --------------------
Transaction date Number of shares Price per share Total price
sold
---------------------- -------------------- ------------------- --------------------
10-03-05 575,650 $31.67 $18,230,073
---------------------- -------------------- ------------------- --------------------
Special K Capital Offshore Master Fund (US Dollar) LP
---------------------- -------------------- ------------------- --------------------
Transaction date Number of shares Price per share Total price
bought
---------------------- -------------------- ------------------- --------------------
10-03-05 575,650 $31.67 $18,230,073
---------------------- -------------------- ------------------- --------------------
All sales were made in privately negotiated transactions.
Except for the information set forth herein, none of the
Reporting Persons has effected any transaction relating to the
Common Stock during the past 60 days.
(d)-(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Except as described in Item 4, there are no contracts,
arrangements, understandings or relationships (legal or
otherwise) between or among any of the Reporting Persons and any
other person with respect to any securities of the Company other
than the governing documents of the Partnerships.
Each Partnership from time to time may enter into and unwind cash
settled equity swap or other similar derivative arrangements with
respect to the Common Stock or other securities of the Issuer.
These arrangements do not and will not give the Reporting Persons
voting or investment control over underlying securities of the
Issuer and, accordingly, the Reporting Persons disclaim
beneficial ownership of any such underlying securities of the
Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 - Agreement regarding Joint Filing of Schedule 13D.
Exhibit 2 - Press release issued October 26, 2005.
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.
EXECUTED as a sealed instrument this 27th day of October, 2005.
K CAPITAL PARTNERS, LLC
By: /s/ Robert T. Needham
----------------------------------
By: Harwich Capital Partners, LLC
Its: Managing Member
By: Robert T. Needham
Its: Chief Administrative Officer
HARWICH CAPITAL PARTNERS, LLC
By: /s/ Robert T. Needham
----------------------------------
By: Robert T. Needham
Its: Chief Administrative Officer
K CAPITAL OFFSHORE MASTER FUND (U.S.
DOLLAR), L.P.
By: /s/ Robert T. Needham
----------------------------------
By: K Capital Partners, LLC,
General Partner
By: Harwich Capital Partners LLC
Its: Managing Member
By: Robert T. Needham
Its: Chief Administrative Officer
SPECIAL K CAPITAL OFFSHORE MASTER FUND
(U.S. DOLLAR), L.P.
By: /s/ Robert T. Needham
----------------------------------
By: K Capital Partners, LLC,
General Partner
By: Harwich Capital Partners LLC
Its: Managing Member
By: Robert T. Needham
Its: Chief Administrative Officer
ABNER KURTIN
By: /s/ Abner Kurtin
----------------------------------
Abner Kurtin
EXHIBIT 1
AGREEMENT OF JOINT FILING
Pursuant to 13d-1(k)(1) promulgated under the Securities Exchange Act
of 1934, the undersigned persons hereby agree to file with the Securities
and Exchange Commission the Statement on Schedule 13D (the "Statement") to
which this Agreement is attached as an exhibit, and agree that such
Statement, as so filed, is filed on behalf of each of them.
EXECUTED as a sealed instrument this 27th day of October, 2005.
K CAPITAL PARTNERS, LLC
By: /s/ Robert T. Needham
----------------------------------
By: Harwich Capital Partners, LLC
Its: Managing Member
By: Robert T. Needham
Its: Chief Administrative Officer
HARWICH CAPITAL PARTNERS, LLC
By: /s/ Robert T. Needham
----------------------------------
By: Robert T. Needham
Its: Chief Administrative Officer
K CAPITAL OFFSHORE MASTER FUND (U.S.
DOLLAR), L.P.
By: /s/ Robert T. Needham
----------------------------------
By: K Capital Partners, LLC,
General Partner
By: Harwich Capital Partners LLC
Its: Managing Member
By: Robert T. Needham
Its: Chief Administrative Officer
SPECIAL K CAPITAL OFFSHORE MASTER FUND
(U.S. DOLLAR), L.P.
By: /s/ Robert T. Needham
----------------------------------
By: K Capital Partners, LLC,
General Partner
By: Harwich Capital Partners LLC
Its: Managing Member
By: Robert T. Needham
Its: Chief Administrative Officer
ABNER KURTIN
By: /s/ Abner Kurtin
----------------------------------
Abner Kurtin
EXHIBIT 2
PRESS RELEASE ISSUED OCTOBER 26, 2005
K CAPITAL SENDS LETTER TO OFFICEMAX BOARD OF DIRECTORS
Boston, MA - October 26, 2005 - K Capital Offshore Master Fund (U.S.
Dollar), L.P. and Special K Capital Offshore Master Fund (U.S. Dollar),
L.P. (collectively, "K Capital"), who together with their affiliates are
the largest shareholder of OfficeMax Incorporated (NYSE: OMX), today sent
the following letter to the Board of Directors of OfficeMax. K Capital and
its affiliates hold approximately 6,050,000 shares of OfficeMax common
stock, or approximately 8.6% of the Company's outstanding shares.
Board of Directors
OfficeMax Incorporated
150 Pierce Road
Itasca, IL 60143
October 26, 2005
To the Members of the Board:
As the largest shareholder of OfficeMax, we are writing to express our
disappointment in your decision on Friday, October 21, 2005, to extend
Sam Duncan's term as a board member until 2007. Mr. Duncan has never
been elected to the board by shareholders and, given his position of
Chairman, we believe that shareholders should have the opportunity to
vote on his appointment to the board at the earliest possible date.
In our view, Friday's decision is further evidence of the board's
continuing disregard for the views of OfficeMax shareholders. As a
board, you have inexplicably rejected numerous shareholder mandates
over the years, including:
o Overwhelming shareholder support to declassify the board so that
all directors face election each year. Shareholder resolutions on
this topic were put forward in 2000, 2001, 2002, and 2005. Each
passed by a wide margin--in 2002 and 2005 the motions carried
79.4% and 78.5% of votes cast, respectively. Still, you have
taken no action to declassify the board.
o In 2002, a shareholder resolution calling for the company's
poison pill to be subject to shareholder approval carried 71.5%
of votes cast. Again, the board ignored this shareholder mandate.
o In the past, shareholders have publicly called for a separation
of the roles of CEO and Chairman. Earlier this year we privately
raised this issue at a time when such a change would have been
quite convenient, but received no response. Once again, you
rejected this message from your shareholders.
We recognize that Claire Farley's departure from the board required
some adjustment to ensure that each class of directors was similar in
size. Even so, there were several more appropriate alternatives that
could have been undertaken rather than prolonging the term of a
chairman who has never stood for election. Among the options, one of
the two elected directors whose terms expire in 2006 could have been
extended to 2007.
Given your poor record of responding to shareholder concerns, we were
not particularly surprised by your effort to further insulate Mr.
Duncan from a near-term shareholder vote. Shareholders deserve an
immediate explanation as to how your actions can be construed to serve
their interest.
Brian Steck
- more -
ABOUT K CAPITAL PARTNERS, LLC
K Capital Partners, LLC is a Boston, Massachusetts-based company that
serves as general partner or manager of private investment funds.
# # #
CONTACTS:
MEDIA:
Matthew Sherman / Joele Frank
Joele Frank, Wilkinson Brimmer Katcher
212.355.4449
In connection with OfficeMax, Inc.'s ("OfficeMax") upcoming 2006 Annual
Meeting, K Capital Partners, LLC and certain related parties ("K Capital")
may file a proxy statement with the Securities and Exchange Commission (the
"SEC") to solicit stockholders of OfficeMax with respect to the election of
directors and/or one or more stockholder proposals. HOWEVER, IT SHOULD BE
EMPHASIZED THAT K CAPITAL HAS NOT MADE ANY DECISION AT THIS TIME WHETHER TO
SOLICIT PROXIES FOR THE ELECTION OF DIRECTORS OR FOR THE ADOPTION OF ONE OR
MORE STOCKHOLDER PROPOSALS.
OFFICEMAX STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE PROXY STATEMENT
WHEN AND IF IT IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
Stockholders may obtain a free copy of the proxy statement and other
material (when and if available) and any other documents that may be filed
by K Capital in connection with the 2006 Annual Meeting for free at the
Internet website maintained by the SEC at www.sec.gov. In addition, if the
proxy statement is filed, K Capital will make additional copies of the
proxy statement and any amendments to the proxy statement available for
free to the stockholders of OfficeMax. Please direct your request for the
proxy statement to K Capital Partners LLC, 75 Park Plaza, Boston, MA 02116,
Attention: Loren Acker, tel.: (617) 646-7700.
In accordance with Rule 14a-12(a)(1)(i) of the Securities Exchange Act of
1934, as amended, the persons who may be deemed participants in any proxy
solicitation in connection with OfficeMax's 2006 Annual Meeting of
stockholders that K Capital may engage in are as follows: K Capital
Offshore Master Fund (U.S. Dollar), L.P., Special K Capital Offshore Master
Fund (U.S. Dollar), L.P., K Capital Partners, LLC, Harwich Capital
Partners, LLC, and Abner Kurtin. Information regarding these participants
is contained in the Schedule 14A filed by K Capital with the SEC on October
26, 2005.