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, 2001
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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.
---------------
(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)
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, 2001, 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
Date: July 1, 2002 By: /s/ Michael F. Killeen
-----------------------------------------
Michael F. Killeen
Senior Executive Vice President,
Chief Financial Officer
2
Annex A
to
Form 11-K
THE OFFICEMAX, INC.
401(k) SAVINGS PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 2001 AND 2000
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, 2001 and 2000 4
Statement of Changes in Net Assets Available for Plan Benefits
for the year ended December 31, 2001 5
Notes to Financial Statements 6-12
Supplemental Schedules:
Schedule of Assets (Held at End of Year) -
December 31, 2001 13
Schedule of Reportable Transactions
for the year ended December 31, 2001 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.
2
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 statements 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, 2001 and
2000, and the changes in net assets available for benefits for the year ended
December 31, 2001 in conformity with accounting principles generally accepted in
the United States of America. 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 of America, 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 our opinion.
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 at End of Year) 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
- ------------------------------
PricewaterhouseCoopers LLP
Cleveland, Ohio
June 14, 2002
3
THE OFFICEMAX, INC. 401(k) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 2001 AND 2000
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2001 2000
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Assets:
Investments $27,996,778 $24,388,197
Liabilities:
Amounts due for securities 139,845 728,839
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Net assets available for
plan benefits $27,856,933 $23,659,358
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The accompanying notes are an integral part of these financial statements.
4
THE OFFICEMAX, INC. 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2001
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Additions:
Additions to net assets attributed to:
Interest and dividend income $ 437,360
Contributions:
Participant 5,559,381
Employer 1,457,983
Rollovers into plan 241,597
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Total additions 7,696,321
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Deductions:
Deductions from net assets attributed to:
Withdrawals and terminations 3,206,222
Administrative expenses 31,339
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Total deductions 3,237,561
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Net realized and unrealized depreciation
in the fair value of investments (261,185)
------------
Net increase 4,197,575
Net assets available for plan benefits:
Beginning of year 23,659,358
------------
End of year $ 27,856,933
============
The accompanying notes are an integral part of these financial statements.
5
THE OFFICEMAX, INC. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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Note 1 - Summary Description of the Plan
- ----------------------------------------
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" or the "Employer"). Since January 1, 1998,
when the assets of the Plan were incorporated into a Master Trust arrangement,
the assets of the Plan have been maintained and transactions therein have been
executed by The Bank of New York (the "Trustee"). The assets of the Plan are 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, and
October 1 of each year. 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.
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 their compensation, subject to statutory limitations. Additionally,
participants may rollover distributions from other qualified pension or profit
sharing plans.
For the years ended December 31, 2001 and 2000, the Employer made matching
contributions in the Company's common stock equal to 50% of the first 3% of
eligible participant contributions. The amount of Employer contribution made
with respect to any plan year, if any, shall be determined solely by action of
the Board of Directors.
6
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 Employer's matching contribution plus actual
earnings or losses thereon is based on years of continuous service as follows.
Years of Service Vesting Percentage
---------------- ------------------
Less than 2 0%
2 50%
3 100%
Investment Options
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%).
7
THE OFFICEMAX, INC. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
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 LEADERS FUND, INC. - Designed to maximize capital appreciation
by targeting smaller-sized domestic and foreign companies.
OFFICEMAX, INC. COMMON SHARE FUND - Designed to offer employees the
opportunity to invest in the common stock of OfficeMax, Inc., which is
listed on the New York Stock Exchange and traded under the symbol OMX. All
stock is purchased on the open market at current market prices.
Participants may specify, in 1% increments from 0% to 100%, the percentage of
all future contributions to be invested in each investment fund. There is no
limit as to the number of changes participants may make to their investment
options.
The Plan's mutual fund assets have been maintained and transactions therein
have been executed by the Trustee.
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. The interest rate on participant loans is 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
not more than five years.
Current employees pay principal and interest on outstanding loans 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
8
THE OFFICEMAX, INC. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
termination, or have the loan balance outstanding considered a distribution,
subject to applicable tax laws.
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, 2001 and 2000, forfeited non-vested accounts totaled $20,568 and
$19,116 respectively. Forfeited accounts are first applied to restore amounts
previously forfeited by participants when required by the Plan and any remaining
amounts are used to reduce future Employer contributions.
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 and participants will receive a
total distribution of their participant account.
Note 2 - Summary of Significant Accounting Policies
- ---------------------------------------------------
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 accounting principles
generally accepted in the United States of America 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
9
THE OFFICEMAX, INC. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
expenses during the reporting period. Actual results could differ from these
estimates and assumptions
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 of the Company's
Common Shares as reported on the New York Stock Exchange Consolidated
Transaction Reporting System.
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 also included in net realized
and unrealized appreciation (depreciation) in fair value of investments.
Payment of Benefits
Withdrawals and terminations are recorded when paid. For the years ended
December 31, 2001 and 2000 no withdrawals or terminations were transacted but
not yet paid.
Contributions
Employee and Employer contributions are recorded in the period during which the
Company makes the related payroll deductions from the Plan participant's
earnings.
Administrative Expenses
Under the provisions of the Plan, the Company may elect to pay certain expenses
on behalf of the Plan. Such expenses include, but are not limited to, the
compensation of consultants, accountants, legal counsel and other specialists.
During 2001 and 2000, the Company elected to pay certain of these expenses. In
addition, the Plan incurred administrative expenses of $31,339 and $20,339 for
the years ended December 31, 2001 and 2000, respectively.
10
THE OFFICEMAX, INC. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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Note 3 - Tax Status of the Plan
- -------------------------------
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
- --------------------
Investments that represent 5 percent or more of the Plan's net assets are as
follows:
December 31, December 31,
2001 2000
---------- ----------
Dreyfus-Certus Stable Value Fund $3,795,539 $2,926,099
Dreyfus LifeTime Portfolios, Inc. - Growth and
Income Portfolio 3,552,214 3,423,570
Dreyfus LifeTime Portfolios, Inc. - Growth
Portfolio 2,679,352 2,450,785
Dreyfus Disciplined Stock Fund 5,334,662 5,453,422
Dreyfus New Leaders Fund, Inc. 5,281,798 6,145,492
OfficeMax, Inc. Common Share Fund
(participant-directed) 1,628,486 856,614
OfficeMax, Inc. Common Share Fund
(nonparticipant-directed) 3,884,739 1,560,662
During 2001, the Plan's investments, including gains and losses on investments
bought and sold as well as held during the year, appreciated (depreciated) in
value as follows:
Common Stock $1,692,809
Mutual Funds (1,953,994)
----------
Total $ (261,185)
==========
11
THE OFFICEMAX, INC. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
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, 2001
-----------------
Changes in Net Assets:
Employer contributions $ 1,457,983
Interest income 6,522
Net realized and unrealized
appreciation in fair value of
investments 1,134,753
Withdrawals and terminations (275,181)
-----------
Net increase in assets $ 2,324,077
===========
Note 6 - Subsequent Events
- --------------------------
As of February 1, 2002, Franklin Templeton Bank and Trust, F.S.B. replaced The
Bank of New York as trustee of the Plan.
As of February 1, 2002, the Plan was amended to provide that employees are
eligible to participate in the Plan on the first participation date on or after
three consecutive months of employment with 250 hours of continuous service and
attaining the age of 21. However, no Employer matching contributions will be
made until the participant completes 12 consecutive months of employment with
1,000 hours of service.
Also as of February 1, 2002, the Plan was amended to permit employees who have
attained the age 50 to make "Catch-Up Employee Contributions" to the Plan in
accordance with the provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001.
12
THE OFFICEMAX, INC. 401(k) SAVINGS PLAN
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2001
- -----------------------------------------------------------------------------------------------------------------------------------
SECURITY CURRENT
IDENTITY OF ISSUE DESCRIPTION COST (a) VALUE
- -----------------------------------------------------------------------------------------------------------------------------------
Participation in registered Dreyfus-Certus Stable Value Fund $ 3,795,539
investment funds Dreyfus LifeTime Portfolios, Inc. - Income Portfolio 921,055
Dreyfus LifeTime Portfolios, Inc. - Growth and Income Portfolio 3,552,214
Dreyfus LifeTime Portfolios, Inc. - Growth Portfolio 2,679,352
Dreyfus Disciplined Stock Fund 5,334,662
Dreyfus New Leaders Fund, Inc. 5,281,798
Participation in OfficeMax, Inc. OfficeMax, Inc. Common Share Fund $ 7,435,100 5,513,225
common stock
Participant Loans Loans to participants, varying maturity 918,933
dates, 6.00% - 11.00%
(a) Cost omitted for participant-directed investments in registered investment
funds and loans to participants
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.
13
THE OFFICEMAX, INC. 401(k) SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2001
- ------------------------------------------------------------------------------------------------------------------------------------
Purchase Selling Lease Expense Cost of Current Value Net
Identity of Party Involved Description of Asset Price Price Rental Incurred Asset of Asset Gain/(Loss)
- -------------------------- -------------------- ----- ----- ------ -------- ----- -------- -----------
SERIES OF TRANSACTIONS:
Bank of New York OfficeMax, Inc.
Common Share Fund $1,276,864(a) $ 7,097(b) - - $ 15,079 $ 7,097 (7,983)
(a) aggregate of 9 transactions
(b) aggregate of 5 transaction
Reportable Transactions for the year ended December 31, 2001 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, 2001 and,
therefore, may not be reflected in previous schedules.
14