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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
OfficeMax, Inc.
---------------
(Name of Issuer)
Common Shares, without par value
--------------------------------
(Title of Class of Securities)
67622M 10 8
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(CUSIP Number)
Nancie W. LaDuke
Kmart Corporation, International Headquarters
3100 West Big Beaver Road
Troy, MI 48084-3163
(810) 643-1792
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 26, 1995
-----------------------------
(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 which is the subject of this Schedule 13D and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ].
Check the following box if a fee is being paid with the statement: [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
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Schedule 13D
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CUSIP No. 67622M 10 8 Page 2
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Kmart Corporation; I.R.S. Identification No. 38-0729500
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
Not applicable.
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan
(7) SOLE VOTING POWER
12,562,022
(8) SHARED VOTING POWER
None
NUMBER OF
SHARES
BENEFICIALLY (9) SOLE DISPOSITIVE POWER
OWNED BY 12,562,022
EACH REPORTING
PERSON (10) SHARED DISPOSITIVE POWER
WITH None
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,562,022
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
24.7%
(14) TYPE OF REPORTING PERSON
CO
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This Amendment No. 1 to a statement on Schedule 13D filed by Kmart
Corporation, a Michigan corporation ("Kmart"), relates to the common shares,
without par value (the "Common Shares"), of OfficeMax, Inc., an Ohio
corporation (the "Company").
Item 2. Identity and Background.
------------------------
Item 2 is hereby amended by restating Schedule I in its entirety as
attached hereto and incorporated herein by reference.
Item 4. Purpose of Transaction.
-----------------------
Item 4 is hereby amended by restating it in its entirety as follows:
As of June 26, 1995, Kmart owned 12,562,022 Common Shares, or
approximately 24.7% of the outstanding Common Shares. Of the Common Shares
owned by Kmart, an aggregate of 26,338 shares must be delivered to the Company
upon the exercise of options granted to certain employees of the Company as
described below.
To the knowledge of Kmart, it is the single largest shareholder of the
Company. As a result, Kmart may be able to influence significantly the vote on
all matters submitted to a vote of the Company's shareholders, including the
election of directors and approval of extraordinary corporate transactions.
Currently, the Board of Directors of the Company consists of seven (7) members,
one of whom is a former executive officer of Kmart, a director and executive
officer of a company which is approximately 13% owned by Kmart, and a director
of a company which is approximately 30% owned by Kmart.
Kmart holds the above referenced Common Shares for investment purposes
and intends to reduce its ownership interest in the Company over time, subject
to prevailing market and other conditions. On June 26, 1995, the Company filed
a registration statement on Form S-1 (the "Registration Statement") for the
registration of 16,370,250 Common Shares. In the proposed offering to which
the Registration Statement
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relates (the "1995 Offering"), Kmart intends to sell 12,535,684 Common Shares
to a syndicate of underwriters represented by Donaldson, Lufkin & Jenrette
Securities Corporation, Morgan Stanley & Co., Dean Witter Reynolds Inc.,
McDonald & Company Securities, Inc., William Blair & Company, Morgan Stanley &
Co. International Limited and Dean Witter International LTD.
As a result, upon the consummation of the 1995 Offering, Kmart
will own 26,338 Common Shares. Under the terms of the Intercompany Agreement
dated as of November 9, 1994 (the "Intercompany Agreement"), between the
Company and Kmart, all of such remaining Common Shares are issuable to certain
employees of the Company upon the exercise of options granted by the Company
under Option Cancellation and Amendment Agreements, dated as of November 15,
1991, between the Company and each of such employees (the "Option Agreements").
Such shares are held by the Company's transfer agent pending exercise of
options which expire in 1998 and which have an exercise price of $9.02 per
share.
Except as disclosed above, Kmart does not have any plans or
proposals which relate to or would result in any of the matters described in
paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interests in Securities of the Issuer.
--------------------------------------
Item 5(a) is hereby amended by restating it in its entirety as
follows:
(a) Kmart owns beneficially and of record 12,562,022
Common Shares, representing approximately 24.7% of the total number of Common
Shares outstanding. Such shares include 26,338 Common Shares that are owned by
Kmart but are required to be delivered to the Company, pursuant to the terms of
the Intercompany Agreement, upon exercise of options granted by the Company to
certain employees under the Option Agreements. Except as set forth in Schedule
II hereto, which Schedule is incorporated herein by reference, to the knowledge
of Kmart, no executive officer or director of Kmart beneficially owns any
Common Shares.
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Item 5(b) is hereby amended by restating it in its entirety as
follows:
(b) Kmart has the sole power to vote, or to direct
the vote, and the sole power to dispose of, or to direct the disposition of,
all 12,562,022 Common Shares beneficially owned by it.
Item 5(c) is hereby amended by restating it in its entirety as
follows:
(c) In the past 60 days, the only transactions in
the Common Shares effected by Kmart have been the delivery to the Company of
3,134 Common Shares upon the exercise of options under the Option Agreements.
Such delivery occurred June 14, 1995. The delivery of such Common Shares was
made pursuant to the terms of the Intercompany Agreement, and Kmart received
consideration of $9.02 per share so delivered.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended by adding the following:
Kmart has received the written consent of Donaldson Lufkin &
Jenrette Securities Corporation to dispose of the Common Shares held by it on
the 1995 Offering prior to the expiration of the 360-day lock-up period
specified in the Underwriting Agreement.
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Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit No. Description
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8 News Release issued by OfficeMax, Inc.,
dated June 26, 1995
9 News Release issued by Kmart Corporation,
dated June 26, 1995
10 Letter, dated June 27, 1995, from Donaldson,
Lufkin & Jenrette Securities Corporation to
Kmart Corporation
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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.
KMART CORPORATION
By: /s/ Nancie W. LaDuke
-----------------------------
Nancie W. LaDuke
Vice President and
Secretary
Dated: June 27, 1995
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SCHEDULE I
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DIRECTORS AND EXECUTIVE OFFICERS OF
KMART CORPORATION
The names, business addresses and present principal
occupations of the directors and executive officers of Kmart are set forth
below. If no business address is given, the director's or officer's business
address is 3100 West Big Beaver Road, Troy, Michigan 48084. The business
address of each of the directors of Kmart is also the business address of such
director's employer, if any. All directors and officers listed below are
citizens of the United States.
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Kmart Directors:
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Names and Business Addresses Present Principal Occupation of Employment
- ---------------------------- ------------------------------------------
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Lilyan H. Affinito Former Vice Chairman of the
599 Lexington Avenue, 23rd Fl. Board of Maxxam Group, Inc.
New York, NY 10022
Floyd Hall Chairman of the Board,
3100 West Big Beaver Road President and Chief Executive
Troy, MI 48084 Officer of Kmart Corporation
Joseph A. Califano, Jr. Chairman and President of Center on Addiction
152 West 57th Street, 12th Fl. and Substance Abuse, Columbia University
New York, NY 10019
Richard G. Cline Chairman & Chief Executive Officer
1844 Ferry Road of NICOR, Inc.
Naperville, IL 60563-9600
Willie D. Davis President of All Pro Broadcasting, Inc.
161 North LaBrea Avenue
Inglewood, CA 90301
Enrique C. Falla Executive Vice President and Chief Financial
2030 Dow Center Office of The Dow Chemical Company
Midland, MI 48674
Joseph P. Flannery Chairman of the Board, President and Chief
70 Great Hill Road Executive Office of Uniroyal Holding, Inc.
Naugatuck, CT 06770
David B. Harper President of David B. Harper Management Co., Inc.
F. James McDonald Retired President and Chief Operating Officer of
General Motors Corporation
J. Richard Munro Chairman of the Executive Committee of
300 First Stamford Place Time Warner Inc.
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Stamford, CT 06902
Donald S. Perkins Retired Chairman of the Board of Jewel
100 North Riverside Plaza Companies, Inc.
Suite 1700
Chicago, IL 60606
Lawrence Perlman Chairman & Chief Executive Officer of Ceridian Corporation
8100 34th Avenue South
Minneapolis, MN 56425-1640
Gloria M. Shatto President, Berry College
610 Mount Berry Station
Mount Berry, GA 30149
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Kmart Officers:
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<S> <C>
C. Chinni Executive Vice President, Merchandising
D.W. Keeble Executive Vice President, Store Operations
R.J. Floto Executive Vice President and President, Super
Kmart Centers
T.F. Murasky Executive Vice President and Chief Financial Officer
A.N. Palizzi Executive Vice President, General Counsel
M.P. Rich Executive Vice President Strategic Planning, Finance and
Administration
K.W. Watson Executive Vice President, Marketing and Product
Development
F.M. Comins, Jr. Senior Vice President, Executive and
Organization Resources
P.J. Hueber Senior Vice President, Sales and Operations
A.R. Mauro Senior Vice President, Distribution and
Transportation
M.L. Skiles Senior Vice President, Corporate Facilities
W.D. Underwood Senior Vice President, Vender and Product Development
T.W. Watkins Senior Vice President, International Operations
D.V. Carter Vice President, Food, Super Kmart Centers
A.A. Giancamilli Vice President, General Merchandise Manager -
Consumables and Commodities
J.P. Churilla Vice President and Treasurer
J.E. Ford Vice President, Eastern Region
G.W. Gryson, Jr. Vice President, Midwestern Region
G.K. Habeck Vice President, Advertising
S.M. Kahle Vice President, Corporate Affairs
C.B. Kearse Vice President, General Merchandise Manager -
Mens and Childrens
N.W. LaDuke Vice President and Secretary
M.T. Macik Vice President, Human Resources --
U.S. Kmart Stores
D.R. Marsico Vice President, Super Kmart Centers
D.M. Meissner Vice President, Western Region
T.M. Nielsen Vice President, Human Resources -- International
P.J. Palmer Vice President, Labor Relations and Assistant
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<TABLE>
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General Counsel
W.H. Parker Vice President, Merchandising --
Books and Sundries
V.G. Rago Vice President, Kmart Store Systems Development
Steven Szymanski Vice President, Accounting and Finance
J.S. Valenti Vice President, Southern Region
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SCHEDULE II
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COMMON SHARES BENEFICIALLY OWNED
BY THE DIRECTORS AND EXECUTIVE
OFFICERS OF KMART CORPORATION
The name of each Kmart director and executive officer who beneficially
owns Common Shares and the number of Common Shares such director or executive
officer beneficially owns are set forth below. To the knowledge of Kmart, the
directors and executive officers named below have sole voting and investment
power with respect to all shares beneficially owned by them. None of the
directors or executive officers set forth below owns 1% or more of the Common
Shares outstanding.
Number of Common
Names Shares Beneficially Owned
- ----- -------------------------
Kmart Directors:
- ---------------
Lilyan M. Affinito 1,000
Enrique C. Falla 1,000
P. James McDonald 3,000
Donald S. Perkins 5,000
Gloria M. Shatto 500
Kmart Officers:
- --------------
T.P. Murasky 5,000
A.N. Palizzi 4,264
F.M. Comins, Jr. 900
T.W. Watkins 2,000
J.E. Ford 200
D.R. Marsico 100
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EXHIBIT INDEX
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Exhibit Number Description
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8. News Release issued by OfficeMax, Inc., dated June 26, 1995.
9. News Release issued by Kmart Corporation, dated June 26, 1995.
10. Letter, dated June 27, 1995, from Donaldson, Lufkin and Jenrette
Securities Corporation to Kmart Corporation.
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EXHIBIT 8
OFFICEMAX, INC.
NEWS RELEASE FOR IMMEDIATE RELEASE
Contacts for OfficeMax:
Juris Pagrabs Edward L. Cornell
Director of Investor Relations Exec. Vice President & CFO
(216) 295-6698 (216) 295-6640
Contacts for Kmart:
Orren F. Knauer
Investor Relations
(810) 643-1040
OFFICEMAX FILES REGISTRATION STATEMENT TO SELL REMAINING KMART HOLDINGS
CLEVELAND, Ohio -- June 26, 1995 --OfficeMax, Inc. (NYSE:OMX) and Kmart
Corporation (NYSE:KM) jointly announce the filing today with the Securities and
Exchange Commission of a registration statement for the proposed underwritten
public offering of 14,235,000 shares of OfficeMax common stock. In the proposed
offering, Kmart, a 25 percent shareholder of OfficeMax, will sell all of its
12,535,684 common shares and would receive the resulting net proceeds. These
secondary shares are already included in OfficeMax shares currently
outstanding.
OfficeMax has granted the underwriters an over-allotment option, exercisable
within 30 days of the original issuance, to purchase up to 2,135,250 additional
shares. OfficeMax will also sell 1,699,316 of its common shares in the
offering. The net proceeds received by OfficeMax will be used to fund its
expansion program and for general working capital purposes.
Last November, OfficeMax completed its initial public offering, at which time
Kmart reduced its holdings from approximately 90 percent to 25 percent and
received all preceeds from that offering.
The managing underwriters for the offering are Donaldson, Lufkin & Jenrette
Securities Corporation, Dean Witter Reynolds Inc., Morgan Stanley & Co.,
McDonald & Company Securities, Inc. and William Blair & Company. A copy of the
preliminary prospectus may be obtained from: Donaldson, Lufkin & Jenrette
Securities Corporation, 140 Broadway, New York, NY 10005.
OfficeMax operates over 400 superstores in over 150 markets in 41 states and
Puerto Rico. The Company's chain of superstores provides an extensive selection
of quality name-brand and private-label merchandise, including paper goods,
business electronics, computers and accessories, furniture, and general office
supplies. OfficeMax also owns an approximate 20% interest in Corporate Express,
Inc. (NASDAQ:CEXP), one of country's largest contract stationers.
A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT YET BECOME EFFECTIVE. THESE
SECURITIES MAY NOT BE SOLD, NOR MAY OFFERS TO BUY BE ACCEPTED, PRIOR TO THE
TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS COMMUNICATION SHALL NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY, NOR SHALL
THERE BE ANY SALE OF THESE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
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EXHIBIT 9
June 26, 1995
Kmart Corporation
Troy, Michigan
Orren F. Knauer
Investor Relations
(810) 643-1040
OfficeMax, Inc.
Shaker Heights , Ohio
Edward L. Cornell
Exec. Vice President & CFO
(216) 295-6440
OfficeMax, Inc.
Shaker Heights, Ohio
Juris Pagrabs
Director of Investor Relations
(216) 295-6698
FOR IMMEDIATE RELEASE
OFFICEMAX FILES REGISTRATION STATEMENT TO SELL REMAINING KMART HOLDINGS
TROY, Mich. -- June 26, 1995 -- Kmart Corporation (NYSE:KM) and OfficeMax,
Inc. (NYSE:OMX) jointly announce the filing today with the Securities and
Exchange Commission of a registration statement for the proposed underwritten
public offering of 14,235,000 shares of OfficeMax common stock. In the proposed
offering, Kmart, a 25 percent shareholder of OfficeMax, will sell all of its
12,535,684 common shares and would receive the resulting net proceeds. These
secondary shares are already included in OfficeMax shares currently
outstanding.
OfficeMax has granted the underwriters an over-allotment option, exercisable
within 30 days of the original issuance, to purchase up to 2,135,250 additional
shares. OfficeMax will also sell 1,699,316 of its common shares in the
offering. The net proceeds received by OfficeMax will be used to fund its
expansion program and for general working capital purposes.
Last November, OfficeMax completed its initial public offering, at which time
Kmart reduced its holdings from approximately 90 percent to 25 percent and
received all preceeds from that offering.
The managing underwriters for the offering are Donaldson, Lufkin & Jenrette
Securities Corporation, Dean Witter Reynolds Inc., Morgan Stanley & Co.,
McDonald & Company Securities, Inc. and William Blair & Company. A copy of the
preliminary prospectus may be obtained from: Donaldson, Lufkin & Jenrette
Securities Corporation, 140 Broadway, New York, NY 10005.
OfficeMax operates over 400 superstores in over 150 markets in 41 states and
Puerto Rico. The Company's chain of superstores provides an extensive selection
of quality name-brand and private-label merchandise, including paper goods,
business electronics, computers and accessories, furniture and general office
supplies. OfficeMax also owns an approximate 20% interest in Corporate Express,
Inc. (NASDAQ: CEXP), one of the country's largest contract stationers.
Kmart Corporation serves America with approximately 2,500 retail outlets,
including Kmart and Builders Square. In addition to serving all 50 states,
Puerto Rico and the U.S. Virgin Islands, Kmart operations extend to Canada, the
Czech Republic and Slovakia and, through ventures, to Mexico and Singapore.
A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT YET BECOME EFFECTIVE. THESE
SECURITIES MAY NOT BE SOLD, NOR MAY OFFERS TO BUY BE ACCEPTED, PRIOR TO THE
TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS COMMUNICATION SHALL NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY, NOR SHALL
THERE BE ANY SALE OF THESE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
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EXHIBIT 10
DONALDSON, LUFKIN & JENRETTE
Donaldson, Lufkin & Jenrette Securities Corporation
2121 Avenue of the Stars, Los Angeles, CA 90067-5014 - (310) 282-6161
June 27, 1995
Kmart Corporation
International Headquarters
3100 West Big Beaver Road
Troy, MI 48084-3163
Attn: Mr. Tom Murasky
Dear Mr. Murasky:
Donaldson, Lufkin & Jenrette ("DLJ") hereby releases Kmart Corporation
from the restrictions on selling its common shares which restrictions are set
forth in the underwriting agreement signed in connection with OfficeMax, Inc.'s
initial public offering on November 9, 1994. This release applies only to the
18,803,526 shares to be sold in connection with an OfficeMax, Inc. underwritten
offering of common shares which is lead managed by DLJ.
Sincerely,
