0000012978-13-000030.txt : 20131107 0000012978-13-000030.hdr.sgml : 20131107 20131107113834 ACCESSION NUMBER: 0000012978-13-000030 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131105 FILED AS OF DATE: 20131107 DATE AS OF CHANGE: 20131107 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MAPLEBY HOLDINGS MERGER Corp CENTRAL INDEX KEY: 0000012978 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PAPER AND PAPER PRODUCTS [5110] IRS NUMBER: 352471459 FISCAL YEAR END: 1229 BUSINESS ADDRESS: STREET 1: C/O OFFICEMAX INCORPORATED STREET 2: 263 SHUMAN BLVD. CITY: NAPERVILLE STATE: IL ZIP: 60563 BUSINESS PHONE: (630) 864-5070 MAIL ADDRESS: STREET 1: C/O OFFICEMAX INCORPORATED STREET 2: 263 SHUMAN BLVD. CITY: NAPERVILLE STATE: IL ZIP: 60563 FORMER COMPANY: FORMER CONFORMED NAME: OFFICEMAX INC DATE OF NAME CHANGE: 20041101 FORMER COMPANY: FORMER CONFORMED NAME: BOISE CASCADE CORP DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hartley Larry CENTRAL INDEX KEY: 0001550194 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05057 FILM NUMBER: 131199330 MAIL ADDRESS: STREET 1: C/O OFFICEMAX INCORPORATED STREET 2: 263 SHUMAN BLVD. CITY: NAPERVILLE STATE: IL ZIP: 60563 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2013-11-05 1 0000012978 MAPLEBY HOLDINGS MERGER Corp OMX 0001550194 Hartley Larry C/O OFFICEMAX INCORPORATED 263 SHUMAN BLVD. NAPERVILLE IL 60563 0 1 0 0 SVP, Supply Chain Series D Convertible Preferred Stock 2013-11-05 4 J 0 1371 D 0 I By ESOP Trust Common Stock 2013-11-05 4 J 0 4118 A 4118 I By ESOP Trust Common Stock 2013-11-05 4 D 0 4118 D 0 I By ESOP Trust Common Stock 2013-11-05 4 D 0 50362 D 0 D Employee Stock Option (Right to Buy) 12.82 2013-11-05 4 D 0 13357 D 2017-02-11 Common Stock 13357 0 D Employee Stock Option (Right to Buy) 14.89 2013-11-05 4 D 0 10373 D 2018-02-09 Common Stock 10373 0 D Employee Stock Option (Right to Buy) 4.92 2013-11-05 4 D 0 11869 D 2019-02-16 Common Stock 11869 0 D Includes shares acquired through a dividend reinvestment plan that were not previously reported. Disposed of pursuant to a merger agreement between OfficeMax Incorporated (the "Company"), Office Depot, Inc. ("ODP") and their respective subsidiaries, in exchange for 71,033 shares of ODP common stock and 64,442 ODP restricted stock units, on the effective date of the merger (such merger, the "Merger") (in accordance with the exchange ratio set forth in the merger agreement pursuant to which each share of the Company's common stock was exchanged for 2.69 shares of ODP common stock). The closing price of ODP common stock on November 5, 2013 (the effective date of the Merger) was $5.65 per share. Pursuant to the Certificate of Designation of Convertible Preferred Stock, Series D, each share of OfficeMax Series D Preferred Stock was redeemed on November 5, 2013, following the redemption date of November 4, 2013, for a redemption price of $45.00 per share, plus all accrued and unpaid dividends thereon. The redemption price was paid in shares of OfficeMax common stock, which were valued for such purposes at their Fair Market Value of as of the redemption date (as defined in the Certificate of Designation), or $15.415 per share. The reporting person received 4,118 shares of OfficeMax common stock in connection with the redemption of his OfficeMax Series D Preferred Stock. Disposed of pursuant to a merger agreement between the Company, ODP and their respective subsidiaries, in exchange for 11,078 shares of ODP common stock, on the effective date of the Merger (in accordance with the exchange ratio set forth in the merger agreement pursuant to which each share of the Company's common stock was exchanged for 2.69 shares of ODP common stock). The closing price of ODP common stock on November 5, 2013 (the effective date of the Merger) was $5.65 per share. This stock option, which provided for vesting in three equal annual installments, on each of the first three anniversaries of its 2/11/2010 grant date, was assumed by ODP in connection with the Merger and replaced with an option to purchase 35,930 shares of ODP common stock for $4.77 per share. This stock option, which provided for vesting in three equal annual installments, on each of the first three anniversaries of its 2/9/2011 grant date, was assumed by ODP in connection with the Merger and replaced with an option to purchase 27,903 shares of ODP common stock for $5.54 per share. This stock option, which provided for vesting in three equal annual installments, on each of the first three anniversaries of its 2/16/2012 grant date, was assumed by ODP in connection with the Merger and replaced with an option to purchase 31,927 shares of ODP common stock for $1.83 per share. In connection with the Merger (defined in the footnotes above), Mapleby Holdings Merger Corporation has become the successor registrant to OfficeMax Incorporated. /s/ Susan Wagner-Fleming, by POA from Larry Hartley 2013-11-07