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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1999
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ________ to ________.
Commission file number 1-13380
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THE OFFICEMAX, INC. 401(k) SAVINGS PLAN
OFFICEMAX, INC.
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(Exact name of issuer)
3605 Warrensville Center Road, Shaker Heights, Ohio 44122
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(Address of principal executive offices) (zip code)
(216) 471-6900
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(Registrant's telephone number, including area code)
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OFFICEMAX, INC.
THE OFFICEMAX, INC. 401(k) SAVINGS PLAN
Item 1 Not Applicable
Item 2 Not Applicable
Item 3 Not Applicable
Item 4 Financial Statements of the Plan
The Financial Statements of The OfficeMax, Inc.
401(k) Savings Plan for the fiscal year ended
December 31, 1999, together with the report of
PricewaterhouseCoopers LLP, independent accountants,
are attached to this Annual Report on Form 11-K as
Annex A, and are by specific reference incorporated
herein and filed as a part hereof. The Financial
Statements and the Notes thereto are presented in lieu
of the financial statements required by Items 1, 2 and
3 of Form 11-K and were prepared in accordance with
the financial reporting requirements of the Employee
Retirement Income Security Act of 1974.
Exhibit CONSENT OF INDEPENDENT ACCOUNTANTS (EXHIBIT NO. 23)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Administrator has duly caused this annual report to be signed by the undersigned
thereunto duly authorized.
OFFICEMAX, INC.
PLAN ADMINISTRATOR OF
THE OFFICEMAX, INC. 401(k) SAVINGS PLAN
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Date: June 28, 2000
By: /s/ G. Michael Tilton
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G. Michael Tilton
Vice President, Treasurer
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Annex A
to
Form 11-K
THE OFFICEMAX, INC.
401(k) SAVINGS PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1999 AND 1998
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THE OFFICEMAX, INC. 401(k) SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
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Page
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Report of Independent Accountants 3
Financial Statements:
Statement of Net Assets Available for Plan Benefits
at December 31, 1999 and 1998 4
Statement of Changes in Net Assets Available for Plan Benefits
for the year ended December 31, 1999 5
Notes to Financial Statements 6-12
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes
at December 31, 1999 13
Schedule of Reportable Transactions
for the year ended December 31, 1999 14
Note: All other schedules required by the Department of Labor Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974 have been omitted because the conditions under which they
are required are not present.
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of
The OfficeMax, Inc. 401(k) Savings Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the OfficeMax, Inc. 401(k) Savings Plan (the "Plan") at December 31, 1999 and
1998, and the changes in net assets available for benefits for the year ended
December 31, 1999 in conformity with accounting principles generally accepted in
the United States. These financial statements are the responsibility of the
Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets Held
for Investment Purposes and Reportable Transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ PricewaterhouseCoopers LLP
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PricewaterhoueCoopers LLP
Cleveland, Ohio
June 20, 2000
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THE OFFICEMAX, INC. 401(k) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1999 AND 1998
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1999 1998
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Assets:
Investments $22,406,643 $17,655,649
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Liabilities:
Amounts due for securities 487,192 436,883
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Net assets available for
plan benefits $21,919,451 $17,218,766
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The accompanying notes are an integral part of these financial statements.
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THE OFFICEMAX, INC. 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999
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Additions:
Additions to net assets attributed to:
Investment income:
Interest and dividend income $ 637,305
Net realized and unrealized appreciation
in fair value of investments 215,105
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852,410
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Contributions:
Participant 4,053,761
Employer 1,093,564
Rollovers into plan 723,493
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5,870,818
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Total additions 6,723,228
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Deductions:
Deductions from net assets attributed to:
Withdrawals and terminations 2,002,314
Administrative expenses 20,229
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Total deductions 2,022,543
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Net increase 4,700,685
Net assets available for plan benefits:
Beginning of year 17,218,766
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End of year $21,919,451
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The accompanying notes are an integral part of these financial statements.
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THE OFFICEMAX, INC. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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Note 1 - Summary Description of the Plan
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The following description of The OfficeMax, Inc. 401(k) Savings Plan (the
"Plan") provides only general information. Participants should refer to the Plan
document for a more complete description of the Plan's provisions.
General
The Plan is a defined contribution plan administered by the Board of Directors
of OfficeMax, Inc. (the "Company"). As of January 1, 1998, the assets of the
Plan have been maintained and transactions therein have been executed by The
Bank of New York (the "Trustee"), and the assets of the Plan were incorporated
into a Master Trust arrangement. The assets of the Plan were the only assets
maintained within the Master Trust. The Plan has elected to report the assets of
the Master Trust as Plan assets that are not part of the Master Trust. The Plan
is subject to the provisions of the Employee Retirement Income Security Act
("ERISA") of 1974.
Eligibility
Generally, all full and part-time employees of the Company are eligible to
participate in the Plan. Participation dates are January 1, April 1, July 1, or
October 1. Employees hired on or after July 1, 1995 are eligible to participate
in the Plan on the first participation date on or after 12 consecutive months of
employment with 1,000 hours of continuous service and attaining the age of 21.
As of January 1, 2000, the Plan was expanded to include resident Puerto
Rican employees. This change is not anticipated to have a significant impact on
the operations of the Plan.
Contributions
Eligible employees may elect to contribute a portion of their compensation
consisting of base pay and overtime. Employees may contribute between 2% and 15%
of compensation, but not more than $10,000 for 1999 and 1998. Additionally,
participants may rollover distributions from other qualified pension or profit
sharing plans.
The Company, at its discretion, may determine that an employer matching
contribution be made on contributions made by Plan participants during the plan
year to the funds established by the Trustee. The amount of employer
contribution made with respect to any plan year shall be determined solely by
action of the Board of Directors.
For years ended December 31, 1999 and 1998, the employer made matching
contributions in company stock of 50% of the first 3% of eligible participant
contributions.
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THE OFFICEMAX, INC. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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Participant Accounts
Separate total accounts are established and maintained for each participant in
the Plan and consist of the following: i) an employee contribution account; ii)
an employer contribution account; and iii) a rollover account, if applicable.
Within each of the accounts listed, separate records are maintained reflecting
contributions, investment gains and losses, distributions, loans, withdrawals,
and transfers of the portion of each account invested in available funds of the
Trustee. The net value of each participant account is established each day the
New York Stock Exchange is open for business. Allocations of investment gains
and losses are based on participant account balances, as defined in the Plan.
The benefit to which a participant is entitled is the benefit that can be
provided from the participant's vested account.
Vesting
Participants are immediately vested in their contributions plus actual earnings
or losses thereon. Vesting in the Company's matching contribution plus actual
earnings or losses thereon is based on years of continuous service as follows.
Years of Service Vesting Percentage
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Less than 2 0%
2 50%
3 100%
Investment Options
The Plan's mutual fund assets have been maintained and transactions therein have
been executed by the Trustee.
Participants may direct their contributions in any of the following investment
options:
DREYFUS-CERTUS STABLE VALUE FUND - A collective investment fund designed to
provide high current income while preserving capital by investing mainly in
Guaranteed Investment Contracts (GIC's) and other similar instruments.
DREYFUS LIFETIME PORTFOLIOS, INC. - Income Portfolio - Designed to maximize
current income by investing only in United States securities including money
market instruments (up to 10%), fixed income securities (up to 75%), and
equity securities (up to 25%).
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THE OFFICEMAX, INC. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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DREYFUS LIFETIME PORTFOLIOS, INC. - GROWTH AND INCOME PORTFOLIO - Designed
to maximize capital appreciation and current income by investing in equity
and fixed income assets with a target allocation of 50% in each asset class.
The equity portion can be invested in international securities (up to 15%),
large capitalization stock (up to 80%) as well as small capitalization
stocks (up to 20%).
DREYFUS LIFETIME PORTFOLIOS, INC. - GROWTH PORTFOLIO - Designed to maximize
capital appreciation by investing between 65% and 100% of its assets in
securities with up to 25% of its assets in international securities. The
fund also has a target allocation of 20% of assets in fixed income
securities.
DREYFUS DISCIPLINED STOCK FUND - Designed to seek a combination of long term
growth and income primarily from stock investments.
DREYFUS NEW LEADER FUND, INC. - Designed to maximize capital appreciation by
targeting smaller-sized domestic and foreign companies.
OFFICEMAX, INC. COMMON STOCK FUND - Designed to offer employees the
opportunity to invest in the common stock of OfficeMax, Inc., which is
traded on the New York Stock Exchange. All stock is purchased on the open
market at current market prices.
LOAN FUND - This fund represents amounts borrowed by individual participants
from their own accounts in accordance with certain criteria established by
the Plan.
Participants may specify, in 1% increments from 0% to 100%, the percentage of
all future contributions to be invested in each investment fund. In addition,
there is no limit as to the number of changes participants may make to their
investment options.
Loans to Participants
The Plan includes loan provisions for eligible participants. Participants may
borrow from their investment fund accounts a minimum of $1,000 up to a maximum
equal to the lesser of $50,000 or one-half of the current value of their vested
account balance. Loans from participants carry interest at a rate equal to the
prime rate published in the Wall Street Journal on the first day of the calendar
quarter in which the loan is effective plus one percent, and must be repaid in
less than five years. Principal and interest is paid ratably through payroll
deductions.
Participants who retire or are terminated prior to meeting their loan obligation
have the option to pay the outstanding balance in total as of the date of
retirement or termination or have the loan balance outstanding considered a
distribution, subject to applicable tax laws.
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THE OFFICEMAX, INC. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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Plan Withdrawals and Terminations
Active participants are permitted to withdraw all or a portion of their vested
accounts upon attaining the age of 59-1/2.
Participant amounts are payable upon retirement, death or other termination of
employment and are made in a lump sum. Payment can be directed to the
participant via direct rollover to an IRA or other qualified plan. If a
participant's account balance exceeds $5,000, the participant may elect to defer
receipt until retirement or such later date as specified by the Plan.
It is possible that a participant will receive less than the aggregate total
amount of contributions should the market value of the funds decrease.
Forfeited Accounts
At December 31, 1999 and 1998, forfeited non-vested accounts totaled $16,230 and
$15,420, respectively. Disposition of forfeited accounts is at the discretion of
the Company.
Plan Termination
Although the Company has not expressed any intent to terminate the Plan, it
reserves the right to do so at any time. In the event of termination of the
Plan, the interest of each participant with respect to Company contributions
will vest immediately and be non-forfeitable. Participants shall receive a total
distribution of their participant account.
Note 2 - Summary of Significant Accounting Policies
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Method of Accounting
The financial statements of the Plan are prepared utilizing the accrual basis of
accounting.
Use of Estimates
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
reported amounts of revenue and expenses during the reporting period. Actual
results could differ from these estimates.
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THE OFFICEMAX, INC. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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Investments
Plan investments are stated at fair market value. Mutual fund investments are
valued at net asset value, representing the value at which shares of the fund
may be purchased or redeemed, which represents fair market value. The loan fund
is valued on the basis of undiscounted estimated future receipts. Investments in
the OfficeMax Common Stock Fund are valued at the closing price on the last
business day of the month.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis.
The change in the difference between the current fair market value of
investments at the end of the year, less the current fair market value of
investments at the beginning of the year (or acquisition cost, if acquired
during the year), is reflected in the statement of changes in net assets
available for plan benefits as net realized and unrealized appreciation
(depreciation) in fair value of investments. Gains and losses on investments
that were both bought and sold during the year are included in net realized and
unrealized appreciation (depreciation) in fair value of investments.
Payment of Benefits
Benefits are recorded when paid. At December 31, 1999, $130,202 of transacted
withdrawals were not yet paid to participants and are therefore not recorded as
a liability, in accordance with ERISA guidelines.
Contributions
Employee and employer contributions are recorded in the period during which the
Company makes payroll deductions from the Plan participant's earnings.
Administrative Expenses
The operation and administrative expenses of the Savings Plan Committee
represent expenses of the Plan and are subject to certain provisions of the
Plan. These expenses include but are not limited to the compensation of
consultants, accountants, legal counsel and other specialists. Under such
provisions, the Company may elect to pay such expenses on behalf of the Plan.
The Plan incurred administrative expenses of $20,229 and $14,577 for the years
ended December 31, 1999 and 1998, respectively.
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THE OFFICEMAX, INC. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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Note 3 - Tax Status of the Plan
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The Company received a favorable determination letter from the Internal Revenue
Service for the Plan dated September 17, 1996. The Company believes that the
Plan will continue to qualify as a trust exempt from taxation under the Internal
Revenue Code, however, any changes which may be required by the Internal Revenue
Service to maintain a favorable status will be made. Therefore, no provision for
income taxes has been included in the Plan's financial statements.
Note 4 - Investments
- --------------------
The following presents investments that represent 5 percent of more of the
Plan's net assets.
December 31,
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1999 1998
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Dreyfus-Certus Stable Value Fund $2,438,194 $2,202,243
Dreyfus LifeTime Portfolios, Inc. -
Growth and Income Portfolio 3,152,049 2,646,483
Dreyfus LifeTime Portfolios, Inc. -
Growth Portfolio 2,227,175 1,491,541
Dreyfus Disciplined Stock Fund 5,463,288 4,195,421
Dreyfus New Leaders Fund, Inc. 5,153,316 3,343,752
OfficeMax, Inc. Common Stock Fund 912,450 949,621
(participant-directed)
OfficeMax, Inc. Common Stock Fund 1,811,125 1,964,168
(nonparticipant-directed)
During 1999, the Plan's investments, including gains and losses on investments
bought and sold, as well as held during the year, appreciated in value by
$215,105 as follows:
Common Stock $(1,868,122)
Mutual Funds 2,083,227
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$ 215,105
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THE OFFICEMAX, INC. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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Note 5 - Nonparticipant-Directed Investments
Information about the significant components of the changes in net assets
relating to the nonparticipant-directed investments is as follows:
Year Ended
December 31, 1999
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Changes in Net Assets:
Employer contributions $ 1,093,564
Interest income 8,075
Net realized and unrealized
depreciation in fair value of
investments (1,236,898)
Withdrawals and terminations (17,784)
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Net decrease in assets $ (153,043)
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THE OFFICEMAX, INC. 401(k) SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1999
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SECURITY CURRENT
IDENTITY OF ISSUE DESCRIPTION COST(a) VALUE
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Participation in registered Dreyfus-Certus Stable Value Fund $ 2,438,194
investment funds Dreyfus LifeTime Portfolios, Inc. - Income Portfolio 579,291
Dreyfus LifeTime Portfolios, Inc. - Growth and Income Portfolio 3,152,049
Dreyfus LifeTime Portfolios, Inc. - Growth Portfolio 2,227,175
Dreyfus Disciplined Stock Fund 5,463,288
Dreyfus New Leader Fund, Inc. 5,153,316
Participation in OfficeMax, Inc. OfficeMax, Inc. Common Stock Fund $ 4,582,553 2,723,575
common stock
Participant Loans Loans to participants, varying maturity - 669,755
dates, 9.00% - 10.00%
(a) Cost omitted for participant-directed investments
Note: This schedule has been derived from information certified as complete and
accurate by the Trustee in accordance with Section 2520.103 of the Department of
Labor Rules and Regulations for reporting and disclosure under the Employee
Retirement Income Security Act of 1974.
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THE OFFICEMAX, INC. 401(k) SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
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Purchase Selling Lease Expense Cost of
Identity of Party Involved Description of Asset Price Price Rental Incurred Asset
- -------------------------- -------------------- ----- ----- ------ -------- -----
SERIES OF TRANSACTIONS:
Bank of New York OfficeMax, Inc. Common Stock Fund $1,430,466 (a) $ 112,921 (b) - - $ 121,870
Current Value Net
Identity of Party Involved of Asset Gain/(Loss)
- -------------------------- -------- -----------
SERIES OF TRANSACTIONS:
Bank of New York $112,921 $(8,949)
(a) aggregate of 7 transactions
(b) aggregate of 1 transaction
Reportable Transactions for the year ended December 31, 1999 represent a series
of transactions involving a nonparticipant-directed issue which exceeded 5% of
assets available for plan benefits at the beginning of the year. Certain
transactions reflected herein may not have settled as of December 31, 1999 and,
therefore, may not be reflected in previous schedules.
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