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UNITED STATES |
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SECURITIES
AND EXCHANGE |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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Under the Securities
Exchange Act of 1934
(Amendment No. 3)*
OfficeMax Incorporated
(Name of Issuer)
Common Stock, $2.50 par value
(Title of Class of Securities)
67622P101
(CUSIP Number)
Robert T. Needham
K Capital Partners, LLC
75 Park Plaza
Boston, MA 02116
(617) 646-7728
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 25, 2005
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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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) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
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Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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2
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CUSIP No. |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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3
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CUSIP No. |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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4
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CUSIP No. |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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5
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CUSIP No. |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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6
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Item 1. |
Security and Issuer |
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This Amendment No. 3 supplements and amends the Schedule 13D jointly filed with the Securities and Exchange Commission on February 25, 2005, as amended and supplemented by Amendment No. 1 thereto filed on March 11, 2005 and Amendment No. 2 thereto filed on April 11, 2005, 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. This Schedule 13D relates to the common stock, $2.50 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. Unless otherwise indicated, all capitalized terms shall have the meanings ascribed to them in the Schedule 13D filed on February 25, 2005 and unless amended hereby, all information previously filed remains in effect. |
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Item 2. |
Identity and Background |
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This Amendment No. 3 to Schedule 13D is filed by the Partnerships, K Capital Partners, LLC, Harwich Capital Partners, LLC and Abner Kurtin. |
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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. |
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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. |
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Item 3. |
Source and Amount of Funds or Other Consideration |
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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. |
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Item 4. |
Purpose of Transaction |
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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 Issuer, may be required to realize that intrinsic value. The Reporting Persons have initiated communications to 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 Issuer and sell one or more of its components in order to maximize the value of such Common Stock. The Reporting Persons intend to 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. |
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On March 10, 2005, K Capital Partners, LLC engaged The Blackstone Group, L.P. as its financial adviser in connection with exploring strategic alternatives that may be available to the Issuer. In this capacity, The Blackstone Group, L.P. may perform business and financial analysis and valuations of the Issuer and communicate with various parties, including the Issuer’s board of directors, management, advisors, other industry participants, analysts and shareholders regarding the value of the Common Stock and the Issuer’s possible strategic alternatives. |
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On April 8, 2005, K Capital Offshore Master Fund (U.S. Dollar), L.P., acting through its general partner K Capital Partners, LLC, nominated Karl L. Meyer for election as a director of the Issuer and, together with Special K Capital Offshore Master Fund (U.S. Dollar), L.P., filed with the Securities and Exchange Commission proxy materials proposing that Mr. Meyer be elected as a director of the Issuer. |
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On April 25, 2005, the Reporting Persons reached a settlement with the Issuer and withdrew Mr. Meyer’s nomination for election to the Issuer’s board of directors at the Issuer’s 2005 annual meeting of shareholders scheduled for May 9, 2005. The withdrawal is based on the Issuer’s stated willingness to appoint an additional independent director to the Issuer’s board of directors at the end of June 2005 and to give active consideration in good faith to a candidate or candidates proposed by the Reporting Persons for such position. |
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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. |
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Item 5. |
Interest in Securities of the Issuer |
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The information set forth in Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following: |
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(c) There have been no transactions in the shares of Common Stock beneficially owned by the Reporting Persons since the date of the most recent filing of the Schedule 13D. |
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
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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 Issuer other than the governing documents of the Partnerships. |
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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. |
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Item 7. |
Material to Be Filed as Exhibits |
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Exhibit 1 - Agreement regarding Joint Filing of Schedule 13D |
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8
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 25th day of April, 2005.
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K Capital Partners, LLC |
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By: |
/s/ Robert T. Needham |
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By: |
Harwich Capital Partners, LLC |
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Its: |
Managing Member |
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By: |
Robert T. Needham |
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Its: |
Chief Administrative Officer |
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Harwich Capital Partners, LLC |
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By: |
/s/ Robert T. Needham |
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By: |
Robert T. Needham |
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Its: |
Chief Administrative Officer |
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K Capital Offshore Master Fund (U.S. Dollar), L.P. |
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By: |
/s/ Robert T. Needham |
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By: |
K Capital Partners, LLC, General Partner |
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By: |
Harwich Capital Partners LLC |
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Its: |
Managing Member |
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By: |
Robert T. Needham |
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Its: |
Chief Administrative Officer |
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Special K Capital Offshore Master Fund (U.S. Dollar), L.P. |
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By: |
/s/ Robert T. Needham |
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By: |
K Capital Partners, LLC, General Partner |
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By: |
Harwich Capital Partners LLC |
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Its: |
Managing Member |
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By: |
Robert T. Needham |
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Its: |
Chief Administrative Officer |
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Abner Kurtin |
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By: |
/s/ Abner Kurtin |
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Abner Kurtin |
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9
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 25th day of April, 2005.
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K Capital Partners, LLC |
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By: |
/s/ Robert T. Needham |
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By: |
Harwich Capital Partners, LLC |
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Its: |
Managing Member |
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By: |
Robert T. Needham |
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Its: |
Chief Administrative Officer |
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Harwich Capital Partners, LLC |
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By: |
/s/ Robert T. Needham |
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By: |
Robert T. Needham |
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Its: |
Chief Administrative Officer |
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K Capital Offshore Master Fund (U.S. Dollar), L.P. |
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By: |
/s/ Robert T. Needham |
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By: |
K Capital Partners, LLC, General Partner |
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By: |
Harwich Capital Partners LLC |
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Its: |
Managing Member |
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By: |
Robert T. Needham |
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Its: |
Chief Administrative Officer |
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Special K Capital Offshore Master Fund (U.S. Dollar), L.P. |
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By: |
/s/ Robert T. Needham |
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By: |
K Capital Partners, LLC, General Partner |
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By: |
Harwich Capital Partners LLC |
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Its: |
Managing Member |
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By: |
Robert T. Needham |
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Its: |
Chief Administrative Officer |
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Abner Kurtin |
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By: |
/s/ Abner Kurtin |
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Abner Kurtin |
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10