-----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, Llv7DwyK6mbHmjjw/M2+tJuuqOzYdgB9YQ7Cw4u7S04ubHNepcUyvZqqKCN9bLar IhMMinC5subjC1YNynSsWw== 0000914121-05-002126.txt : 20051115 0000914121-05-002126.hdr.sgml : 20051115 20051114175629 ACCESSION NUMBER: 0000914121-05-002126 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20051115 DATE AS OF CHANGE: 20051114 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: 051203519 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 kc720272-13da5.txt AMEND. TO GEN. STATE. OF BENEFICIAL OWNERSHIP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Amendment No. 5 OfficeMax Incorporated - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $2.50 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 67622P101 ------------------------------------ (CUSIP Number) Robert T. Needham K Capital Partners, LLC 75 Park Place Boston, MA 02116 (617) 646-7728 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 14, 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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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 Rule 13d-7(b) 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 SCHEDULE 13D Page 2 - --------------------------- -------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON K Capital Offshore Master Fund (U.S. Dollar), L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 2,189,635 shares of Common Stock ---------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES 0 shares of Common Stock BENEFICIALLY OWNED BY ---------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,189,635 shares of Common Stock PERSON WITH ---------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 shares of Common Stock - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 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) 3.093% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) PN - -------------------------------------------------------------------------------- - -------------------------- -------------------- CUSIP No. 67622P101 SCHEDULE 13D Page 3 - -------------------------- -------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Special K Capital Offshore Master Fund (U.S. Dollar), L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 3,799,520 shares of Common Stock NUMBER OF ---------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 shares of Common Stock OWNED BY EACH ---------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 3,799,520 shares of Common Stock WITH ---------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 shares of Common Stock - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 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 SCHEDULE 13D Page 4 - -------------------------- -------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON K Capital Partners, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 6,049,098 shares of Common Stock NUMBER OF ---------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 shares of Common Stock OWNED BY EACH ---------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 6,049,098 shares of Common Stock WITH ---------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 shares of Common Stock - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 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) 8.54% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) OO - -------------------------------------------------------------------------------- - -------------------------- -------------------- CUSIP No. 67622P101 SCHEDULE 13D Page 5 - -------------------------- -------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Harwich Capital Partners, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 6,049,098 shares of Common Stock NUMBER OF ---------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 shares of Common Stock OWNED BY EACH ---------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 6,049,098 shares of Common Stock WITH ---------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 shares of Common Stock - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 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) 8.54% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) OO - -------------------------------------------------------------------------------- - -------------------------- -------------------- CUSIP No. 67622P101 SCHEDULE 13D Page 6 - -------------------------- -------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Abner Kurtin I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 6,049,098 shares of Common Stock NUMBER OF ----------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 shares of Common Stock OWNED BY EACH ----------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 6,049,098 shares of Common Stock WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 shares of Common Stock - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 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) 8.54% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- - -------------------------- -------------------- CUSIP No. 67622P101 SCHEDULE 13D Page 7 - -------------------------- -------------------- INTRODUCTION This Amendment No. 5 (this "Amendment") relates to the Schedule 13D filed on behalf of 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 ("K Capital"), Harwich Capital Partners, LLC and Abner Kurtin (collectively, the "Reporting Persons") with the Securities and Exchange Commission on February 25, 2005, as amended by Amendment No. 1 filed on March 11, 2005, Amendment No. 2 filed on April 11, 2005, Amendment No. 3 filed on April 25, 2005 and Amendment No. 4 filed on October 27, 2005 (the "Schedule 13D"), relating to shares of common stock, par value $2.50 per share ("Common Stock"), of OfficeMax Incorporated (the "Company"). Items 4 and 7 of the Schedule 13D are amended and supplemented as follows: 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 Company. 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 Company (the "Board") indicating their view that the Common Stock of the Company is undervalued, and that the Company 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. The Reporting Persons may seek further communications with the Company, other industry observers and participants and other stockholders 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. On November 14, 2005, K Capital, on behalf of the Reporting Persons, delivered a letter to the Board. A copy of the letter was also issued as a press release on November 14, 2005. The letter expressed the Reporting Person's dissatisfaction with the Company's financial and operating performance and the Board's refusal to listen to its shareholders, accept responsibility for the destruction of value and hold management accountable. In addition, the Reporting Persons called for the Board and management to (i) present a detailed turnaround plan with sufficient support for the rationale, cost, benefits, risks and time requirements for each significant program as well as various benchmarks so that shareholders will have the ability to assess the Company's actual performance versus the plan; (ii) create a committee of independent Board members to assess the strategic value of the Company and to hire a separate financial advisor to work with the committee to provide additional credibility; (iii) declassify the Board so 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 and (iv) commit to holding its 2006 and 2007 annual meetings of shareholders on time and to take no further actions to frustrate - -------------------------- -------------------- CUSIP No. 67622P101 SCHEDULE 13D Page 8 - -------------------------- -------------------- shareholders' legitimate rights to implement change. A copy of the letter is attached hereto as Exhibit 1. The Reporting Persons may acquire, or cause to be acquired, additional securities of the Company, 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. In connection with the Company's upcoming 2006 Annual Meeting, the Reporting Persons may file a proxy statement with the Securities and Exchange Commission to solicit the Company's stockholders 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. Item 7. Material to be Filed as Exhibits. EXHIBIT 1: Letter sent by K Capital Partners, LLC to the Board of Directors of OfficeMax Incorporated on November 14, 2005. EXHIBIT 2: Press Release, dated November 14, 2005 EXHIBIT 3: Joint Filing Agreement, dated November 14, 2005. - -------------------------- -------------------- CUSIP No. 67622P101 SCHEDULE 13D Page 9 - -------------------------- -------------------- 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. Dated: November 14, 2005 K CAPITAL PARTNERS, LLC By: Harwich Capital Partners, LLC, managing member By: /s/ Robert T. Needham --------------------------- Name: Robert T. Needham Title: Chief Administrative Officer HARWICH CAPITAL PARTNERS, LLC By: /s/ Robert T. Needham --------------------------- Name: Robert T. Needham Title: Chief Administrative Officer K CAPITAL OFFSHORE MASTER FUND (U.S. DOLLAR), L.P. By: K Capital Partners, LLC, general partner By: Harwich Capital Partners, LLC, managing member By: /s/ Robert T. Needham --------------------------- Name: Robert T. Needham Title: Chief Administrative Officer SPECIAL K CAPITAL OFFSHORE MASTER FUND (U.S. DOLLAR), L.P. By: K Capital Partners, LLC, general partner By: Harwich Capital Partners, LLC, managing member By: /s/ Robert T. Needham --------------------------- Name: Robert T. Needham Title: Chief Administrative Officer ABNER KURTIN /s/ Abner Kurtin - -------------------------------- Abner Kurtin EX-1 2 kc720272-ex1.txt K CAPITAL PARTNERS LETTER EXHIBIT 1 [K Capital Partners Letterhead] 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. /s/ Brian Steck - --------------- Brian Steck -2- EX-2 3 kc720272-ex2.txt PRESS RELEASE (11/14/05) EXHIBIT 2 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 -2- EX-3 4 kc720272-ex3.txt JOINT FILING AGREEMENT (11/14/05) EXHIBIT 3 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Act") by and among the parties listed below, each referred to herein as a "Joint Filer." The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1. Dated: November 14, 2005 K CAPITAL PARTNERS, LLC By: Harwich Capital Partners, LLC, managing member By: /s/ Robert T. Needham -------------------------- Name: Robert T. Needham Title: Chief Administrative Officer HARWICH CAPITAL PARTNERS, LLC By: /s/ Robert T. Needham -------------------------- Name: Robert T. Needham Title: Chief Administrative Officer K CAPITAL OFFSHORE MASTER FUND (U.S. DOLLAR), L.P. By: K Capital Partners, LLC, general partner By: Harwich Capital Partners, LLC, managing member By: /s/ Robert T. Needham -------------------------- Name: Robert T. Needham Title: Chief Administrative Officer SPECIAL K CAPITAL OFFSHORE MASTER FUND (U.S. DOLLAR), L.P. By: K Capital Partners, LLC, general partner By: Harwich Capital Partners, LLC, managing member By: /s/ Robert T. Needham -------------------------- Name: Robert T. Needham Title: Chief Administrative Officer ABNER KURTIN /s/ Abner Kurtin - ---------------------- Abner Kurtin -2- -----END PRIVACY-ENHANCED MESSAGE-----