UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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OFFICEMAX INCORPORATED
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FOR IMMEDIATE RELEASE
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
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.