UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
CONSENT STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate Box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only (as permitted by rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to sec. 240.14a-12
OFFICEMAX INCORPORATED
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
K CAPITAL PARTNERS, LLC
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which the transaction applies:
______________________________________________________________________
(2) Aggregate number of securities to which the transaction applies:
______________________________________________________________________
(3) Per unit price or other underlying value of the transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
______________________________________________________________________
(4) Proposed maximum aggregate value of the transaction:
______________________________________________________________________
(5) Total fee paid:
______________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
________________________________________________________________________
(3) Filing Party:
________________________________________________________________________
(4) Date Filed:
________________________________________________________________________
--------------------------------------------
The press release below was issued on November 14, 2005.
K Capital Sends Letter to OfficeMax Board of Directors
BOSTON, Nov. 14 -- 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 is the largest shareholder of
OfficeMax Incorporated (NYSE: OMX - News), today sent the following open 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.
An Open Letter to the Members of the OfficeMax Board
Board of Directors
OfficeMax Incorporated
150 Pierce Road
Itasca, IL 60143
November 14, 2005
To the Members of the Board:
K Capital Partners manages funds that have been shareholders in OfficeMax
since July 24, 2003 and currently hold approximately 8.6% of the company's
outstanding shares.
As the largest shareholder of OfficeMax, we are very dissatisfied with the
performance of the company and your actions as a board. Strategic initiatives
have destroyed value and financial and operating performance has been dismal. To
date, the OfficeMax board has neither accepted responsibility for these
developments nor held management accountable. Furthermore, shareholders have
been stonewalled in their attempts to address these issues and that of the
strategic direction of OfficeMax.
Even with a new CEO, there is little indication that things have changed.
The company continues to underperform, shareholders' questions remain
unanswered, and corporate governance decisions continue to foster entrenchment
rather than accountability.
We believe that the state of affairs at OfficeMax is unacceptable and must
improve dramatically. Specifically, we call upon the board and management to
take the following actions:
o Present a detailed turnaround plan now. By year-end, Sam Duncan will
have been in place as CEO for over eight months and more than two
years will have elapsed since the acquisition of the OfficeMax
retail business. Shareholders should not be required to wait so long
to see the company's turnaround plan. Furthermore, it is
unacceptable for OfficeMax to expect shareholders to support a
risky, long-term plan without detailed justification, especially
given this company's legacy of failed strategies. OfficeMax should
provide shareholders with detailed support for the rationale, cost,
benefits, risks, and time requirements for each significant program,
as well as short-, medium-, and long-term performance benchmarks so
that shareholders may reasonably assess actual performance versus
plan over time.
o Create a committee of independent board members to assess the
strategic value of the company. It is our opinion that assessing the
strategic value of OfficeMax would be best performed by an
independent committee of the board. While we understand that Goldman
Sachs is providing advice on this topic, we strongly believe that
hiring a separate financial advisor to work with the independent
committee will provide a fresh perspective and the additional
credibility that we and other shareholders deserve.
o Declassify the board such that all directors stand for election at
the 2007 annual meeting, remove the poison pill, and provide
shareholders with the ability to call special meetings. On the
company's 2005 third quarter conference call, Mr. Duncan said he was
committed to increased accountability at all levels of the
organization. Maintaining these structures is contrary to this
stated goal and the best interests and long-standing preference of
OfficeMax shareholders.
o Take no further actions to frustrate shareholders' legitimate rights
to implement change. OfficeMax should commit to holding its 2006 and
2007 annual meetings of shareholders on time and to refrain from
taking any action that would potentially frustrate or complicate
shareholders' ability to exercise their rights.
We believe that the OfficeMax board should respect the wishes of its
shareholders by taking the actions outlined above. We see no reason for delay
and ask that the board begin to implement them immediately.
Brian Steck
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.
PARTICIPANT INFORMATION
In accordance with Rule 14a-12(a)(1)(i) of the Securities Exchange Act of 1934,
as amended, the persons who will 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, Abner Kurtin, Brian
Steck and Robert T. Needham.
The number of shares of OfficeMax common stock beneficially owned by these
persons as of November 14, 2005 is listed below:
K Capital Offshore Master Fund (U.S. Dollar), L.P. (2,189,635), Special K
Capital Offshore Master Fund (U.S. Dollar), L.P. (3,799,520), K Capital
Partners, LLC (6,049,098), Harwich Capital Partners, LLC (6,049,098), Abner
Kurtin (6,049,098), Brian Steck (0) and Robert T. Needham (0).