-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PMUsr4ePu1vtLqvhSwdMYRXoeP8a1kxTqcuONZb57kju61x3WR0MwCw/P0gym0qd QWYvLjj6Pxol8lC/mQJT/Q== 0000895345-05-001050.txt : 20051027 0000895345-05-001050.hdr.sgml : 20051027 20051027171639 ACCESSION NUMBER: 0000895345-05-001050 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20051027 DATE AS OF CHANGE: 20051027 GROUP MEMBERS: ABNER KURTIN GROUP MEMBERS: HARWICH CAPITAL PARTNERS, LLC GROUP MEMBERS: K CAPITAL OFFSHORE MASTER FUND (U.S. DOLLAR), L.P. GROUP MEMBERS: SPECIAL K CAPITAL OFFSHORE MASTER FUND (U.S. DOLLAR), L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OFFICEMAX INC CENTRAL INDEX KEY: 0000012978 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PAPER AND PAPER PRODUCTS [5110] IRS NUMBER: 820100960 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30269 FILM NUMBER: 051160748 BUSINESS ADDRESS: STREET 1: 150 PIERCE ROAD CITY: ITASCA STATE: IL ZIP: 60143 BUSINESS PHONE: (630) 773-5000 MAIL ADDRESS: STREET 1: 150 PIERCE ROAD CITY: ITASCA STATE: IL ZIP: 60143 FORMER COMPANY: FORMER CONFORMED NAME: BOISE CASCADE CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: K CAPITAL PARTNERS LLC CENTRAL INDEX KEY: 0001088580 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 441 STUART STREET, 6TH FLOOR STREET 2: 6TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 651764657700 MAIL ADDRESS: STREET 1: 441 STUART STREET, 6TH FLOOR STREET 2: 441 STUART STREET, 6TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 SC 13D/A 1 jb13da.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4)* OfficeMax Incorporated - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, without 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 Communication) October 27, 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 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). - -------------------------------------------------------------------------------- CUSIP No. 67622P101 - -------------------------------------------------------------------------------- 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 --------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| ------------------------------------------------------------ (b) |_| ------------------------------------------------------------ 3. SEC Use Only --------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC --------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| --------------------------------------------------------------------- 6. Citizenship or Place of Organization Cayman Islands --------------------------------------------------------------------- Number of 7. Shares Beneficially Owned by Each Sole Voting Power Reporting 2,189,635 Person With ------------------------------------------------------------ 8. Shared Voting Power 0 shares of common stock ------------------------------------------------------------ 9. Sole Dispositive Power 2,189,635 ------------------------------------------------------------ 10. Shared Dispositive Power 0 shares of common stock ------------------------------------------------------------ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,189,635 shares of common stock --------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |_| --------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 3.097% --------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) PN --------------------------------------------------------------------- CUSIP No. 67622P101 - -------------------------------------------------------------------------------- 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 --------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| ------------------------------------------------------------ (b) |_| ------------------------------------------------------------ 3. SEC Use Only --------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC --------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| --------------------------------------------------------------------- 6. Citizenship or Place of Organization Cayman Islands --------------------------------------------------------------------- Number of 7. Shares Beneficially Owned by Each Sole Voting Power Reporting 3,799,520 Person With ------------------------------------------------------------ 8. Shared Voting Power 0 shares of common stock ------------------------------------------------------------ 9. Sole Dispositive Power 3,799,520 ------------------------------------------------------------ 10. Shared Dispositive Power 0 shares of common stock ------------------------------------------------------------ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,799,520 shares of common stock --------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |_| --------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 5.37% --------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) PN --------------------------------------------------------------------- CUSIP No. 67622P101 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) K Capital Partners, LLC --------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| ------------------------------------------------------------ (b) |_| ------------------------------------------------------------ 3. SEC Use Only --------------------------------------------------------------------- 4. Source of Funds (See Instructions) AF --------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| --------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware --------------------------------------------------------------------- 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 --------------------------------------------------------------------- 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% --------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) OO --------------------------------------------------------------------- CUSIP No. 67622P101 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Harwich Capital Partners, LLC --------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| ------------------------------------------------------------ (b) |_| ------------------------------------------------------------ 3. SEC Use Only --------------------------------------------------------------------- 4. Source of Funds (See Instructions) AF --------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| --------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware --------------------------------------------------------------------- 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 --------------------------------------------------------------------- 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% --------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) OO --------------------------------------------------------------------- CUSIP No. 67622P101 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Abner Kurtin --------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| ------------------------------------------------------------ (b) |_| ------------------------------------------------------------ 3. SEC Use Only --------------------------------------------------------------------- 4. Source of Funds (See Instructions) AF --------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| --------------------------------------------------------------------- 6. Citizenship or Place of Organization United States --------------------------------------------------------------------- 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 --------------------------------------------------------------------- 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% --------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN --------------------------------------------------------------------- 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 EX-99.1 2 jb13daex1.txt AGREEMENT OF JOINT FILING 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 EX-99.2 3 jb13daex2.txt PRESS RELEASE 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. -----END PRIVACY-ENHANCED MESSAGE-----