U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
________________________________________________________________________________
1. Name and Address of Reporting Person*
Orient Star Holdings LLC ("Orient Star")
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(Last) (First) (Middle)
1000 Louisiana Street
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(Street)
Houston TX 77002
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(City) (State) (Zip)
________________________________________________________________________________
2. Date of Event Requiring Statement (Month/Day/Year)
May 11, 2000
________________________________________________________________________________
3. IRS Identification Number of Reporting Person, if an Entity (Voluntary)
________________________________________________________________________________
4. Issuer Name and Ticker or Trading Symbol
OfficeMax, Inc. ("OMX")
________________________________________________________________________________
5. Relationship of Reporting Person to Issuer
(Check all applicable)
[_] Director [X] 10% Owner
[_] Officer (give title below) [_] Other (specify below)
________________________________________________________________________________
6. If Amendment, Date of Original (Month/Day/Year)
________________________________________________________________________________
7. Individual or Joint/Group Filing (Check applicable line)
[_] Form Filed by One Reporting Person
[X] Form Filed by More than One Reporting Person
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Table I -- Non-Derivative Securities Beneficially Owned
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<TABLE>
<CAPTION>
3. Ownership Form:
2. Amount of Securities Direct (D) or
1. Title of Security Beneficially Owned Indirect (I) 4. Nature of Indirect Beneficial Ownership
(Instr. 4) (Instr. 4) (Instr. 5) (Instr. 4)
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<S> <C> <C> <C>
Common Stock, no par value
("OfficeMax Shares") 12,571,500 D
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====================================================================================================================================
</TABLE>
* If the Form is filed by more than one Reporting Person, see Instruction
5(b)(v).
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
(Over)
(Form 3-07/99)
<PAGE>
FORM 3 (continued)
Table II -- Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
================================================================================
<TABLE>
<CAPTION>
5. Owner-
3. Title and Amount of Securities ship
Underlying Derivative Security Form of
2. Date Exercisable (Instr. 4) Derivative
and Expiration Date --------------------------------- 4. Conver- Security:
(Month/Day/Year) Amount sion or Direct 6. Nature of
---------------------- or Exercise (D) or Indirect
Date Expira- Number Price of Indirect Beneficial
1. Title of Derivative Exer- tion of Derivative (I) Ownership
Security (Instr. 4) cisable Date Title Shares Security (Instr. 5) (Instr. 5)
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<S> <C> <C> <C> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------------------------------------
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====================================================================================================================================
</TABLE>
Explanation of Responses: See attached Exhibit to Form 3, which is hereby
incorporated herein by reference.
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, see Instruction 6 for procedure.
(Print or Type Responses)
<PAGE>
Exhibit to Form 3
-----------------
Name and Address of Additional Reporting Persons:
------------------------------------------------
Inmobiliaria Carso, S.A. de C.V. ("Inmobiliaria") with the following address:
Insurgentes Sur #3500, PB-4
Pena Pobre, 14000
Mexico, D.F., Mexico
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"), each with
the following address:
Paseo de Las Palmas #736
Colonia Lomas de Chapultepec, 11000
Mexico, D.F., Mexico
Explanation of Responses:
------------------------
As of May 11, 2000, Inmobiliaria had indirect beneficial ownership of the
12,571,500 OfficeMax Shares then directly owned by its wholly-owned subsidiary,
Orient Star.
The Slim Family beneficially owns all of the outstanding voting and equity
securities of Inmobiliaria, and therefore each member of the Slim Family may be
deemed to have indirect beneficial ownership of the 12,571,500 OfficeMax Shares
beneficially owned indirectly by Inmobiliaria and owned directly by Orient Star.
<PAGE>
Signature Page
--------------
-----------------------------
Carlos Slim Helu
-----------------------------
Carlos Slim Domit By:/s/ Eduardo Valdes Acra
---------------------------
----------------------------- Eduardo Valdes Acra
Marco Antonio Slim Domit Attorney-in-Fact
October 12, 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>
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>
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>
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>
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>
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>
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>
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>
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>
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>
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
-----------------------------
Carlos Slim Domit By: /s/ Eduardo Valdes
------------------------
----------------------------- Eduardo Valdes
Marco Antonio Slim Domit Attorney-in-Fact
January 18, 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
