SEC Filing | The ODP Corporation

OFFICEMAX INCORPORATED

/s/ MATTHEW R. BROAD

Matthew R. Broad

Executive Vice President and General Counsel

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1
to
Schedule TO
Tender Offer Statement under Section 14(d)(1) or
13(e)(1) of the Securities Exchange Act of 1934

OFFICEMAX INCORPORATED
(Name of Subject Company (Issuer))

OFFICEMAX INCORPORATED (Issuer)
(Name of Filing Persons (Identifying Status as Offeror, Issuer or Other Person))

Common Stock, $2.50 Par Value
(Title of Class of Securities)

67622P101
(CUSIP Number of Class of Securities)

Matthew R. Broad
Executive Vice President and General Counsel
OfficeMax Incorporated
150 Pierce Road
Itasca, IL 60143-1290
Telephone: (630) 773-5000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Filing Persons)

Copy to:
John H. Bitner, Esq.
Bell, Boyd & Lloyd LLC
70 West Madison Street
Suite 3100
Chicago, IL 60602
Telephone: (312) 807-4306

CALCULATION OF FILING FEE

Transaction Valuation*		Amount of Filing Fee**
$799,000,000		$	94,042.30

*: Calculated solely for the purpose of determining the amount of the filing fee. This amount is based upon the purchase of 23,500,000 outstanding shares of Common Stock at the maximum tender offer price of $34.00 per share.
**: The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #6 for Fiscal Year 2005 issued by the Securities and Exchange Commission, equals $117.70 per million of the value of the transaction.
ý: Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $94,042.30
Form or Registration No.: Schedule TO
Filing Party: OfficeMax Incorporated
Date Filed: March 30, 2005

o: Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o: third-party tender offer subject to Rule 14d-1
ý: issuer tender offer subject to Rule 13e-4
o: going-private transaction subject to Rule 13e-3

o: amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO") originally filed with the Securities and Exchange Commission on March 30, 2005 by OfficeMax Incorporated, a Delaware corporation ("Company," "OfficeMax" or "we"), relating to the offer by OfficeMax to purchase up to 23,500,000 shares of its common stock, $2.50 par value per share (the "Shares"), or such lesser number of Shares as are properly tendered and not properly withdrawn, at a single price between $30.00 and $34.00 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 30, 2005, and in the related Letter of Transmittal (which, as amended or supplemented from time to time, together constitute the "Offer"). This Amendment No. 1 to Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(3) of the Securities Exchange Act of 1934, as amended.

The information in the Offer is incorporated in this Amendment No. 1 to the Schedule TO by reference in response to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Item 1. Summary Term Sheet.

Item 1 of the Schedule TO is hereby amended and supplemented as follows:

On April 11, 2005, OfficeMax announced that it has extended the expiration date of the Offer from 5:00 p.m., New York City time, on Thursday, April 28, 2005, to 12:00 Midnight, New York City time, on Monday, May 9, 2005, unless further extended by OfficeMax. A copy of OfficeMax's press release announcing the extension is attached as exhibit (a)(5)(C) to this Amendment No. 1 and is incorporated herein by reference.

Item 4. Terms of the Transaction.

Item 4(a) of the Schedule TO is hereby amended and supplemented as follows:

Item 11. Additional Information.

Item 11(b) of the Schedule TO is hereby amended and supplemented by adding the following information:

OfficeMax will hold its 2005 annual meeting of shareholders on May 9, 2005 (the "2005 Annual Meeting"). The information contained in OfficeMax's Definitive Proxy Statement relating to the 2005 Annual Meeting filed by the Company, other than any information that is not deemed to be "soliciting material" or to be "filed" with the Securities and Exchange Commission, is incorporated herein by reference.

On April 11, 2005, OfficeMax announced that it received notice from two affiliated offshore funds, 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"), of their intent to nominate a candidate for OfficeMax's Board of Directors at the Company's 2005 annual meeting of shareholders and that OfficeMax's Board of Directors will oppose K Capital's nominee. A copy of OfficeMax's press release announcing its intention to oppose K Capital's nominee is attached as exhibit (a)(5)(D) to this Amendment No. 1 and is incorporated herein by reference.

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:

(a)(5)(C)		Press Release, dated April 11, 2005, announcing the extension of the expiration date of the Offer.
(a)(5)(D)		Press Release, dated April 11, 2005, announcing OfficeMax's intention to oppose K Capital's nominee.

SIGNATURE

After due 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.

Dated: April 11, 2005

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SIGNATURE

Exhibit (a)(5)(C)

OfficeMax
150 East Pierce Road Itasca, IL 60143-1594

News Release

OfficeMax Media Contact
Bill Bonner
630 438 8584

OfficeMax Investor Relations Contact
John Jennings
630 438 8760

For Immediate Release

OFFICEMAX EXTENDS TENDER OFFER FOR ITS COMMON STOCK

ITASCA, Ill., April 11—OfficeMax Incorporated (NYSE:OMX) today announced that it is extending the expiration date of its tender offer for up to 23,500,000 shares of its outstanding common stock, par value $2.50 per share, from 5:00 p.m., New York City time, on Thursday, April 28, 2005, to 12:00 midnight, New York City time, on Monday, May 9, 2005.

OfficeMax has scheduled its 2005 Annual Meeting of Shareholders to be held May 9, 2005. The tender offer is being extended to provide certainty as to the eligibility for voting at the Annual Meeting of all shares of its common stock outstanding on March 21, the record date for such meeting, including shares tendered into the offer. OfficeMax representatives noted that while the record date is March 21, certain provisions of Delaware corporate law prohibit the voting of shares of a corporation which it owns itself. In order to eliminate any issue as to whether tendered shares should be entitled to be voted at the meeting if they are purchased pursuant to the tender offer prior to the Annual Meeting, and to avoid vote count uncertainties resulting from any inability to trace certain shares so purchased, the scheduled expiration of the tender offer is being changed until after the Annual Meeting.

As of 5:00 p.m., New York City time, on April 8, 2005, OfficeMax had received tenders from holders of approximately 1,100 shares of its common stock. Under the terms of the offer, OfficeMax reserves the right to further extend the period of time the tender offer is open by notice to the depositary and making a public announcement of such extension.

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY, AND IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SHARES OF THE COMPANY'S COMMON STOCK. THE SOLICITATION OF OFFERS TO BUY THE COMPANY'S COMMON STOCK IS BEING MADE ONLY PURSUANT TO THE TENDER OFFER DOCUMENTS, INCLUDING THE OFFER TO PURCHASE DATED MARCH 30, 2005 AND THE RELATED LETTER OF TRANSMITTAL DISTRIBUTED BY OFFICEMAX TO ITS SHAREHOLDERS AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

SHAREHOLDERS AND INVESTORS SHOULD READ CAREFULLY THE OFFER TO PURCHASE AND RELATED MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING VARIOUS TERMS AND CONDITIONS TO THE TENDER OFFER. SHAREHOLDERS AND INVESTORS MAY OBTAIN A FREE COPY OF THE OFFER TO PURCHASE AND OTHER DOCUMENTS FILED BY OFFICEMAX WITH THE SECURITIES AND EXCHANGE COMMISSION AT THE SECURITIES AND EXCHANGE COMMISSION'S INTERNET SITE (http://www.sec.gov/) OR FROM THE INFORMATION AGENT, D.F. KING & CO., INC., AT 48 WALL STREET, NEW YORK, NEW YORK, 10005, (800) 347-4750 (TOLL FREE). SHAREHOLDERS ARE URGED TO READ THESE MATERIALS CAREFULLY BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER.

The Company and certain other persons may be deemed participants in the solicitation of proxies from shareholders in connection with the Company's 2005 Annual Meeting of Shareholders. Information concerning such participants is available in the Company's Proxy Statement filed with the Securities and Exchange Commission on April 1, 2005. Shareholders are advised to read the Company's Proxy Statement and supplements thereto and other relevant documents when they become available, because they will contain important information. Shareholders may obtain, free of charge, copies of the Company's Proxy Statement and any other documents filed by the Company with the SEC in connection with the 2005

Annual Meeting of Shareholders at the SEC's website at (http://www.sec.gov/) or by contacting D.F. King & Company toll-free at (800) 347-4750.

About OfficeMax

OfficeMax is a leader in both business-to-business and retail office products distribution. OfficeMax delivers an unparalleled customer experience—in service, in product, in time savings, and in value—through a relentless focus on its customers. The company provides office supplies and paper, print and document services, technology products and solutions, and furniture to large, medium and small businesses and consumers. OfficeMax customers are served by more than 40,000 associates through direct sales, catalogs, Internet and nearly 950 superstores. OfficeMax trades on the New York Stock Exchange under the symbol OMX. More information can be found at www.officemax.com.

Forward-Looking Statements

Certain statements made in this press release and other written or oral statements made by or on behalf of the Company may constitute "forward-looking statements" within the meaning of the federal securities laws. Statements regarding future events and developments and the Company's future performance, as well as management's expectations, beliefs, intentions, plans, estimates or projections relating to the future, are forward-looking statements within the meaning of these laws. Management believes that these forward-looking statements are reasonable; however, you should not place undue reliance on such statements. These statements are based on current expectations and speak only as of the date of such statements. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information or otherwise. Important factors regarding the Company which may cause results to differ from expectations are included in the Company's Annual Report on Form 10-K for the year ended December 31, 2004, including under the caption "Cautionary and Forward-Looking Statements", and in other filings with the SEC.

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Exhibit 99.(a)(5)(D)

OfficeMax
150 East Pierce Road Itasca, IL 60143-1594

News Release

OfficeMax Media Contact
Bill Bonner
630 438 8584

OfficeMax Investor Relations Contact
John Jennings
630 438 8760

For Immediate Release

OFFICEMAX TO OPPOSE K CAPITAL NOMINEE

ITASCA, Ill., April 11—OfficeMax Incorporated (NYSE:OMX) today announced that it received notice from two affiliated offshore funds, 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") of their intent to nominate a candidate for its Board of Directors at the Company's 2005 annual meeting of shareholders. The K Capital candidate would be in opposition to Carolyn M. Ticknor, a current independent director nominated for re-election to the Company's Board of Directors.

"We are disappointed that K Capital has opted to conduct an election contest, especially in light of our express invitation to K Capital to present to us any specific strategic proposal for the Company they might have. Instead of delivering such a proposal to us, they have chosen to create unnecessary distractions for our board, management and employees at this important time," said George J. Harad, Executive Chairman of the Board and Chief Executive Officer of the Company. "We believe the best interests of our shareholders will be better served by re-electing Ms. Ticknor, who is an independent and highly-qualified director, and by continuing to move forward aggressively with our current business plan. We therefore intend to oppose K Capital's nominee and to work actively to re-elect Ms. Ticknor, and the company's other independent directors who have been nominated for election."

The Company's 2005 Annual Meeting of Shareholders is scheduled to be held on May 9, 2005, at 2:00 p.m. Central Daylight Time at the Wyndham Northwest Chicago Hotel 400 Park Boulevard Itasca, Illinois.

About OfficeMax

OfficeMax is a leader in both business-to-business and retail office products distribution. The company provides office supplies, and paper, print and document services, technology products and solutions, and furniture to large, medium, and small businesses and consumers. OfficeMax customers are served by more than 41,000 associates through direct sales, catalogs, the Internet, and 935 superstores.

Forward-Looking Statements

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