CUSIP No. 67622M108 13G Page 1 of 25 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
OfficeMax, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
67622M108
- --------------------------------------------------------------------------------
(CUSIP Number)
May 11, 2000
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Rafael Robles Miaja
Franck, Galicia, Duclaud y Robles, S.C.
Torre Optima
- --------------------------------------------------------------------------------
Tercer Piso
Avenida Paseo de las Palmas 405
Colonia: Lomas de Chapultepec
- --------------------------------------------------------------------------------
Mexico, D.F. 11000, MEXICO
Telephone: 011-525-540-9200
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
<PAGE>
CUSIP No. 67622M108 13G Page 2 of 25 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carlos Slim Helu
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
5 SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 13,216,000
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH - 0 -
8 SHARED DISPOSITIVE POWER
13,216,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,216,000 (see Item 4(a))
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.7% (see Item 4(b))
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 67622M108 13G Page 3 of 25 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carlos Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
5 SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 13,216,000
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH - 0 -
8 SHARED DISPOSITIVE POWER
13,216,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,216,000 (see Item 4(a))
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.7% (see Item 4(b))
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 67622M108 13G Page 4 of 25 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marco Antonio Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
5 SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 13,216,000
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH - 0 -
8 SHARED DISPOSITIVE POWER
13,216,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,216,000 (see Item 4(a))
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.7% (see Item 4(b))
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 67622M108 13G Page 5 of 25 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Patrick Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
5 SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 13,216,000
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH - 0 -
8 SHARED DISPOSITIVE POWER
13,216,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,216,000 (see Item 4(a))
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.7% (see Item 4(b))
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 67622M108 13G Page 6 of 25 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Maria Soumaya Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
5 SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 13,216,000
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH - 0 -
8 SHARED DISPOSITIVE POWER
13,216,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,216,000 (see Item 4(a))
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.7% (see Item 4(b))
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 67622M108 13G Page 7 of 25 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vanessa Paola Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
5 SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 13,216,000
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH - 0 -
8 SHARED DISPOSITIVE POWER
13,216,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,216,000 (see Item 4(a))
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.7% (see Item 4(b))
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 67622M108 13G Page 8 of 25 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Johanna Monique Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
5 SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 13,216,000
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH - 0 -
8 SHARED DISPOSITIVE POWER
13,216,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,216,000 (see Item 4(a))
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.7% (see Item 4(b))
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 67622M108 13G Page 9 of 25 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Inmobiliaria Carso, S.A. de C.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
5 SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 13,216,000
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH - 0 -
8 SHARED DISPOSITIVE POWER
13,216,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,216,000 (see Item 4(a))
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.7% (see Item 4(b))
12 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 67622M108 13G Page 10 of 25 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Orient Star Holdings LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 13,216,000
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH - 0 -
8 SHARED DISPOSITIVE POWER
13,216,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,216,000 (see Item 4(a))
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.7% (see Item 4(b))
12 TYPE OF REPORTING PERSON*
HC, OO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 67622M108 13G Page 11 of 25 Pages
Item 1.
(a) Name of Issuer:
OfficeMax, Inc.
(b) Address of Issuer's Principal Executive Offices:
3605 Warrensville Center Road
Shaker Heights, OH 44122
Item 2.
(a) Name of Persons Filing:
This Statement is filed, pursuant to Rule 13d-1(c) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), by
the persons listed below (the "Reporting Persons").
(1)
Mr. Carlos Slim Helu, Mr. Carlos Slim Domit, Mr. Marco Antonio Slim
Domit, Mr. Patrick Slim Domit, Ms. Maria Soumaya Slim Domit, Ms.
Vanessa Paola Slim Domit and Ms. Johanna Monique Slim Domit
(collectively, the "Slim Family") are beneficiaries of a Mexican
trust which in turn owns 100% of the outstanding voting equity
securities of Inmobiliaria Carso, S.A. de C.V. ("Inmobiliaria").
(2)
Inmobiliaria is a corporation organized under the laws of Mexico.
Inmobiliaria is a holding company with interests in the real estate
industry, and is the sole member of Orient Star Holdings LLC
("Orient Star").
(3)
Orient Star is a limited liability company organized under the laws
of Delaware. Orient Star is a holding company with portfolio
investments in various companies.
<PAGE>
CUSIP No. 67622M108 13G Page 12 of 25 Pages
(b) Address of Principal Business Office:
(i) The principal business address for each member of the Slim
Family is:
Paseo de las Palmas 736
Colonia Lomas de Chapultepec
Mexico D.F. 11000
(ii) Inmobiliaria's principal business address is:
Insurgentes Sur #3500, PB-4
Pena Pobre
Mexico D.F. 14060
(iii) Orient Star's principal business address is:
1000 Louisiana Street
Suite 565
Houston, TX 77002
(c) Citizenship:
Each member of the Slim Family is a Mexican citizen. Inmobiliaria
is a Mexican corporation, and Orient Star is a Delaware limited
liability company.
(d) Title of Class of Securities:
Common Stock, no par value.
(e) CUSIP Number:
67622M108
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a(n):
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(15 U.S.C. 78o)
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c)
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act (15 (U.S.C. 80a-8)
(e) [ ] Person registered as an investment adviser under Section 203
of the Investment Advisers Act of 1940
(15 U.S.C. 80b-3) or under the laws of any state.
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with
section 240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company or Control Person in accordance with
section 240.13d-1(b)(ii)(G)
(h) [ ] Savings Association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813)
<PAGE>
CUSIP No. 67622M108 13G Page 13 of 25 Pages
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3)
(j) [ ] Group in accordance with ss.240.13d-1(b)(1)(ii)(J)
If this statement is filed pursuant to ss.240.13d-1(c), check
this box [X]
Item 4. Ownership
(a) Amount Beneficially Owned:
Orient Star directly owns, as of May 19, 2000, 13,216,000 shares of
common stock, no par value, of the Issuer (the "Shares"). By virtue
of the Shares held by Orient Star, Inmobiliaria, as the sole member
of Orient Star, beneficially owns 13,216,000 Shares. The Slim
Family, through their ownership of the voting and economic interests
in a trust, owns 100% of the outstanding voting equity securities of
Inmobiliaria. Inmobiliaria owns 100% of the outstanding voting
securities of Orient Star. Thus, all Shares owned by Inmobiliaria
and Orient Star are deemed to be beneficially owned by each member
of the Slim Family.
(b) Percent of Class:
The Shares held by the Slim Family, Inmobiliaria and Orient Star
constitute approximately 11.7% of the outstanding Common Stock of
the issuer (based on 112,626,982 shares outstanding).
(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote:
-0-
(ii) Shared power to vote or to direct the vote:
13,216,000 Shares
(iii) Sole power to dispose or to direct the disposition of:
-0-
(iv) Shared power to direct the disposition of:
13,216,000 Shares
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to [ ]
be the beneficial owner of more than five percent of the
class of securities, check the following:
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent
Holding Company
Not applicable.
<PAGE>
CUSIP No. 67622M108 13G Page 14 of 25 Pages
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
<PAGE>
CUSIP No. 67622M108 13G Page 15 of 25 Pages
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.
Carlos Slim Helu
--------------------------------
Carlos Slim Domit By: /s/ Eduardo Valdes
-----------------------
-------------------------------- Eduardo Valdes
Attorney-in-Fact
Marco Antonio Slim Domit May 19, 2000
--------------------------------
Patrick Slim Domit
--------------------------------
Maria Soumaya Slim Domit
--------------------------------
Vanessa Paola Slim Domit
--------------------------------
Johanna Monique Slim Domit
--------------------------------
INMOBILIARIA CARSO, S.A. DE C.V.
--------------------------------
By: Alejandro Escoto
Title: Attorney, in Fact
ORIENT STAR HOLDINGS LLC
--------------------------------
By: James M. Nakfoor
Title: Manager
<PAGE>
CUSIP No. 67622M108 13G Page 16 of 25 Pages
POWER OF ATTORNEY
I, a holder of Common Shares, no par value (the "Securities") of
OfficeMax, Inc., a corporation organized under the laws of Ohio (the "Company"),
which Securities are registered pursuant to Section 12 of the United States
Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby
constitute and appoint Eduardo Valdes Acra and Rafael Robles Miaja, and each of
them singly, my true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to act, for me and in my name, place and stead
and on my behalf, in any and all capacities, to sign any Form 3, 4 or 5 or
Schedule 13D or 13G (the "Filings") and any and all amendments thereto and any
other document relating thereto, and to file on my behalf any such Filings
required to be filed pursuant to the Exchange Act, any amendment thereto and
other document relating thereto and any exhibit thereto with the United States
Securities and Exchange Commission, hereby granting unto said attorneys-in-fact
and agents, full power and authority to do and perform any and all acts and
things requisite as fully to all intents and purposes as I might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof, and this power of
attorney shall be irrevocable until December 31, 2004.
/s/ Carlos Slim Helu
------------------------
January 14, 2000 By: Carlos Slim Helu
<PAGE>
CUSIP No. 67622M108 13G Page 17 of 25 Pages
POWER OF ATTORNEY
I, a holder of Common Shares, no par value (the "Securities") of
OfficeMax, Inc., a corporation organized under the laws of Ohio (the "Company"),
which Securities are registered pursuant to Section 12 of the United States
Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby
constitute and appoint Eduardo Valdes Acra and Rafael Robles Miaja, and each of
them singly, my true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to act, for me and in my name, place and stead
and on my behalf, in any and all capacities, to sign any Form 3, 4 or 5 or
Schedule 13D or 13G (the "Filings") and any and all amendments thereto and any
other document relating thereto, and to file on my behalf any such Filings
required to be filed pursuant the Exchange Act, any amendment thereto and other
document relating thereto and any exhibit thereto with the United States
Securities and Exchange Commission, hereby granting unto said attorneys-in-fact
and agents, full power and authority to do and perform any and all acts and
things requisite as fully to all intents and purposes as I might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof, and this power of
attorney shall be irrevocable until December 31, 2004.
/s/ Carlos Slim Domit
----------------------------
January 14, 2000 By: Carlos Slim Domit
<PAGE>
CUSIP No. 67622M108 13G Page 18 of 25 Pages
POWER OF ATTORNEY
I, a holder of Common Shares, no par value (the "Securities") of
OfficeMax, Inc., a corporation organized under the laws of Ohio (the "Company"),
which Securities are registered pursuant to Section 12 of the United States
Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby
constitute and appoint Eduardo Valdes Acra and Rafael Robles Miaja, and each of
them singly, my true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to act, for me and in my name, place and stead
and on my behalf, in any and all capacities, to sign any Form 3, 4 or 5 or
Schedule 13D or 13G (the "Filings") and any and all amendments thereto and any
other document relating thereto, and to file on my behalf any such Filings
required to be filed pursuant the Exchange Act, any amendment thereto and other
document relating thereto and any exhibit thereto with the United States
Securities and Exchange Commission, hereby granting unto said attorneys-in-fact
and agents, full power and authority to do and perform any and all acts and
things requisite as fully to all intents and purposes as I might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof, and this power of
attorney shall be irrevocable until December 31, 2004.
/s/ Marco Antonio Slim Domit
----------------------------
January 14, 2000 By: Marco Antonio Slim Domit
<PAGE>
CUSIP No. 67622M108 13G Page 19 of 25 Pages
POWER OF ATTORNEY
I, a holder of Common Shares, no par value (the "Securities") of
OfficeMax, Inc., a corporation organized under the laws of Ohio (the "Company"),
which Securities are registered pursuant to Section 12 of the United States
Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby
constitute and appoint Eduardo Valdes Acra and Rafael Robles Miaja, and each of
them singly, my true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to act, for me and in my name, place and stead
and on my behalf, in any and all capacities, to sign any Form 3, 4 or 5 or
Schedule 13D or 13G (the "Filings") and any and all amendments thereto and any
other document relating thereto, and to file on my behalf any such Filings
required to be filed pursuant the Exchange Act, any amendment thereto and other
document relating thereto and any exhibit thereto with the United States
Securities and Exchange Commission, hereby granting unto said attorneys-in-fact
and agents, full power and authority to do and perform any and all acts and
things requisite as fully to all intents and purposes as I might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof, and this power of
attorney shall be irrevocable until December 31, 2004.
/s/ Patrick Slim Domit
----------------------------
January 14, 2000 By: Patrick Slim Domit
<PAGE>
CUSIP No. 67622M108 13G Page 20 of 25 Pages
POWER OF ATTORNEY
I, a holder of Common Shares, no par value (the "Securities") of
OfficeMax, Inc., a corporation organized under the laws of Ohio (the "Company"),
which Securities are registered pursuant to Section 12 of the United States
Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby
constitute and appoint Eduardo Valdes Acra and Rafael Robles Miaja, and each of
them singly, my true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to act, for me and in my name, place and stead
and on my behalf, in any and all capacities, to sign any Form 3, 4 or 5 or
Schedule 13D or 13G (the "Filings") and any and all amendments thereto and any
other document relating thereto, and to file on my behalf any such Filings
required to be filed pursuant the Exchange Act, any amendment thereto and other
document relating thereto and any exhibit thereto with the United States
Securities and Exchange Commission, hereby granting unto said attorneys-in-fact
and agents, full power and authority to do and perform any and all acts and
things requisite as fully to all intents and purposes as I might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof, and this power of
attorney shall be irrevocable until December 31, 2004.
/s/ Maria Soumaya Slim Domit
----------------------------
January 14, 2000 By: Maria Soumaya Slim Domit
<PAGE>
CUSIP No. 67622M108 13G Page 21 of 25 Pages
POWER OF ATTORNEY
I, a holder of Common Shares, no par value (the "Securities") of
OfficeMax, Inc., a corporation organized under the laws of Ohio (the "Company"),
which Securities are registered pursuant to Section 12 of the United States
Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby
constitute and appoint Eduardo Valdes Acra and Rafael Robles Miaja, and each of
them singly, my true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to act, for me and in my name, place and stead
and on my behalf, in any and all capacities, to sign any Form 3, 4 or 5 or
Schedule 13D or 13G (the "Filings") and any and all amendments thereto and any
other document relating thereto, and to file on my behalf any such Filings
required to be filed pursuant the Exchange Act, any amendment thereto and other
document relating thereto and any exhibit thereto with the United States
Securities and Exchange Commission, hereby granting unto said attorneys-in-fact
and agents, full power and authority to do and perform any and all acts and
things requisite as fully to all intents and purposes as I might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof, and this power of
attorney shall be irrevocable until December 31, 2004.
/s/ Vanessa Paola Slim Domit
----------------------------
January 14, 2000 By: Vanessa Paola Slim Domit
<PAGE>
CUSIP No. 67622M108 13G Page 22 of 25 Pages
POWER OF ATTORNEY
I, a holder of Common Shares, no par value (the "Securities") of
OfficeMax, Inc., a corporation organized under the laws of Ohio (the "Company"),
which Securities are registered pursuant to Section 12 of the United States
Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby
constitute and appoint Eduardo Valdes Acra and Rafael Robles Miaja, and each of
them singly, my true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to act, for me and in my name, place and stead
and on my behalf, in any and all capacities, to sign any Form 3, 4 or 5 or
Schedule 13D or 13G (the "Filings") and any and all amendments thereto and any
other document relating thereto, and to file on my behalf any such Filings
required to be filed pursuant the Exchange Act, any amendment thereto and other
document relating thereto and any exhibit thereto with the United States
Securities and Exchange Commission, hereby granting unto said attorneys-in-fact
and agents, full power and authority to do and perform any and all acts and
things requisite as fully to all intents and purposes as I might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof, and this power of
attorney shall be irrevocable until December 31, 2004.
/s/ Johanna Monique Slim Domit
------------------------------
January 14, 2000 By: Johanna Monique Slim Domit
<PAGE>
CUSIP No. 67622M108 13G Page 23 of 25 Pages
POWER OF ATTORNEY
I, a holder of Common Shares, no par value (the "Securities") of
OfficeMax, Inc., a corporation organized under the laws of Ohio (the "Company"),
which Securities are registered pursuant to Section 12 of the United States
Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby
constitute and appoint Eduardo Valdes Acra and Rafael Robles Miaja, and each of
them singly, my true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to act, for me and in my name, place and stead
and on my behalf, in any and all capacities, to sign any Form 3, 4 or 5 or
Schedule 13D or 13G (the "Filings") and any and all amendments thereto and any
other document relating thereto, and to file on my behalf any such Filings
required to be filed pursuant to the Exchange Act, any amendment thereto and
other document relating thereto and any exhibit thereto with the United States
Securities and Exchange Commission, hereby granting unto said attorneys-in-fact
and agents, full power and authority to do and perform any and all acts and
things requisite as fully to all intents and purposes as I might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof, and this power of
attorney shall be irrevocable until December 31, 2004.
INMOBILIARIA CARSO, S.A. de C.V.
/s/ Alejandro Escoto
----------------------------
January 14, 2000 By: Alejandro Escoto
Title: Attorney, in Fact
<PAGE>
CUSIP No. 67622M108 13G Page 24 of 25 Pages
POWER OF ATTORNEY
I, a holder of Common Shares, no par value (the "Securities") of
OfficeMax, Inc., a corporation organized under the laws of Ohio (the "Company"),
which Securities are registered pursuant to Section 12 of the United States
Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby
constitute and appoint Eduardo Valdes Acra and Rafael Robles Miaja, and each of
them singly, my true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to act, for me and in my name, place and stead
and on my behalf, in any and all capacities, to sign any Form 3, 4 or 5 or
Schedule 13D or 13G (the "Filings") and any and all amendments thereto and any
other document relating thereto, and to file on my behalf any such Filings
required to be filed pursuant to the Exchange Act, any amendment thereto and
other document relating thereto and any exhibit thereto with the United States
Securities and Exchange Commission, hereby granting unto said attorneys-in-fact
and agents, full power and authority to do and perform any and all acts and
things requisite as fully to all intents and purposes as I might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof, and this power of
attorney shall be irrevocable until December 31, 2004.
ORIENT STAR HOLDINGS LLC
/s/ James M. Nakfoor
----------------------------
January 14, 2000 By: James M. Nakfoor
Title: Manager
<PAGE>
CUSIP No. 67622M108 13G Page 25 of 25 Pages
JOINT FILING AGREEMENT
THIS JOINT FILING AGREEMENT (this "Agreement") is made and entered into
as of this 18th day of January, 2000, by and between Mr. Carlos Slim Helu,
Carlos Slim Domit, Marco Antonio Slim Domit, Patrick Slim Domit, Maria Soumaya
Slim Domit, Vanessa Paola Slim Domit, Johanna Monique Slim Domit, Inmobiliaria
Carso, S.A. de C.V. and Orient Star Holdings LLC.
The parties to this Agreement hereby agree to prepare jointly and file
timely (or otherwise to deliver as appropriate) all filings on any Form 3, 4 or
5 or Schedule 13D or Schedule 13G (the "Filings") required to be filed by them
pursuant to Section 13(d) or 13(g) under the Securities Exchange Act of 1934, as
amended, with respect to their respective ownership of any securities of
OfficeMax, Inc. that are required to be reported on any such Filings. Each party
to this Agreement further agrees and covenants to the other parties that it will
fully cooperate with such other parties in the preparation and timely filing
(and other delivery) of all such Filings.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
Carlos Slim Helu
/s/ Carlos Slim Helu
-------------------------------
Carlos Slim Domit By: /s/ Eduardo Valdes
/s/ Carlos Slim Domit ----------------------
------------------------------- Eduardo Valdes
Marco Antonio Slim Domit Attorney-in-Fact
/s/ Marco Antonio Slim Domit January 18, 2000
-------------------------------
Patrick Slim Domit
/s/ Patrick Slim Domit
-------------------------------
Maria Soumaya Slim Domit
/s/ Maria Soumaya Slim Domit
-------------------------------
Vanessa Paola Slim Domit
/s/ Vanessa Paola Slim Domit
-------------------------------
Johanna Monique Slim Domit
/s/ Johanna Monique Slim Domit
-------------------------------
INMOBILIARIA CARSO, S.A. DE C.V.
/s/ Alejandro Escoto
-------------------------------
By: Alejandro Escoto
Title: Attorney, in Fact
ORIENT STAR HOLDINGS LLC
/s/ James M. Nakfoor
-------------------------------
By: James M. Nakfoor
Title: Manager
