United States
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 13, 2003
OFFICEMAX, INC.
(Exact name of registrant as specified in its charter)
OHIO 1-13380 34-1573735
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
3605 WARRENSVILLE CENTER ROAD
SHAKER HEIGHTS, OHIO 44122
(Address of principal executive offices) (Zip Code)
(216) 471-6900
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On July 13, 2003, OfficeMax, Inc., a corporation organized under the laws
of Ohio ("OfficeMax"), entered into an agreement and plan of merger (the
"Merger Agreement"), among OfficeMax, Boise Cascade Corporation, a corporation
organized under the laws of Delaware ("Boise Cascade"), and Challis
Corporation, a corporation organized under the laws of Ohio ("Challis"). A
copy of the Merger Agreement is attached hereto as Exhibit 99.2.
Under the terms of the Merger Agreement:
(1) Challis will merge into OfficeMax (the "Merger"), with OfficeMax
surviving the Merger as a direct wholly owned subsidiary of Boise Cascade; and
(2) holders of OfficeMax common shares ("OfficeMax Common Shares") will
receive in the Merger approximately $9.00 per OfficeMax Common Share in a
combination of shares of common stock of Boise Cascade ("Boise Common Shares")
and cash.
The Merger is a taxable transaction for OfficeMax's shareholders.
The consideration to be received by the holders of OfficeMax Common
Shares in the Merger (the "Merger Consideration") shall consist of 70% Boise
Common Shares and 30% cash, subject to Boise Cascade's right to elect for the
Merger Consideration to consist of 65% Boise Common Shares and 35% cash, 60%
Boise Common Shares and 40% cash or 55% Boise Common Shares and 45% cash (the
"Additional Cash Election"). Boise Cascade is required to make the Additional
Cash Election not less than ten trading days prior to the date of OfficeMax's
shareholder meeting to be held to consider the approval of the Merger and
adoption of the Merger Agreement.
The exchange ratio ("Exchange Ratio") pursuant to which OfficeMax Common
Shares will be converted into Boise Common Shares will depend on the average
closing price of the Boise Common Shares during the ten trading day period
ending two trading days prior to the closing date of the Merger (the "Boise
Common Share Value"). The Exchange Ratio is subject to a customary price
collar of plus or minus ten percent from the closing price of the Boise Common
Shares on July 11, 2003 of $23.43 per share. If the Boise Common Share Value
is at or below $21.09, the Exchange Ratio will be 0.4268 Boise Common Shares
for each OfficeMax Common Share. If the Boise Common Share Value is between
$21.09 and $25.77, the Exchange Ratio will be adjusted to provide a number of
Boise Common Shares having a Boise Common Share Value equal to $9.00 in
exchange for each OfficeMax Common Share. If the Boise Common Share Value is
at or above $25.77, the Exchange Ratio will be 0.3492 Boise Common Shares for
each OfficeMax Common Share.
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If Boise Cascade makes the Additional Cash Election and the Boise Common
Share Value is more than $25.77, the cash consideration of $9.00 per OfficeMax
Common Share will be adjusted upward pursuant to the terms of the Merger
Agreement so that the aggregate amount of the Merger Consideration received by
OfficeMax's shareholders will equal the same amount of aggregate Merger
Consideration as would have been received if Boise Cascade had not made the
Additional Cash Election. Similarly, if Boise Cascade makes the Additional
Cash Election and the Boise Common Share Value is less than $21.09, the cash
consideration of $9.00 per OfficeMax Common Share will be adjusted downward so
that the aggregate amount of Merger Consideration remains unchanged.
The consummation of the Merger is subject to several significant
conditions, including (a) the approval of the Merger by the holders of a
majority of the OfficeMax Common Shares; (b) the approval of the Merger by the
holders of a majority of the Boise Common Shares and shares of Series D
preferred stock of Boise Cascade; and (c) customary regulatory approvals and
other customary closing conditions. Michael Feuer, the Chairman and CEO of
OfficeMax, has entered into a shareholder's agreement pursuant to which he has
agreed to vote the OfficeMax Common Shares owned by him in favor of the
Merger. This shareholder's agreement is filed hereto as Exhibit 99.3. Pursuant
to a registration rights agreement, Boise Cascade Corporation has agreed to
file a shelf registration statement with respect to any Boise Common Shares to
be received by Mr. Feuer in the Merger. This registration rights agreement is
filed hereto as Exhibit 99.4. In addition, an amendment has been made to the
OfficeMax shareholder rights agreement, which amendment is filed hereto as
Exhibit 99.5.
The Merger is expected to be completed in the fourth quarter of 2003,
although no assurance can be given as to whether or when the Merger will
actually be consummated.
The text of a press release issued by OfficeMax on July 14, 2003
announcing the signing of the Merger Agreement is incorporated by reference
here in as Exhibit 99.1.
Item 7. Exhibits.
Exhibit No. Exhibit
- ----------- -------
99.1 Press release, dated July 14, 2003, issued by OfficeMax, Inc.
(incorporated by reference to the Schedule 14A filed by
OfficeMax, Inc. on July 14, 2003).
99.2 Merger Agreement, dated as of July 13, 2003, among Boise Cascade
Corporation, Challis Corporation and OfficeMax, Inc.
99.3 Shareholder Agreement, dated as of July 13, 2003, between Boise
Cascade Corporation and Michael Feuer.
99.4 Registration Rights Agreement, dated as of July 13, 2003, between
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Boise Cascade Corporation and Michael Feuer.
99.5 First Amendment, dated as of July 13, 2003, to the Rights
Agreement, dated as of March 17, 2000, between OfficeMax, Inc. and
EquiServe, Trust Company, N.A. (formerly known as First Chicago
Trust Company of New York), a New York trust company, as rights
agent.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
OFFICEMAX, INC.
By:
/s/ Ross H. Pollock
--------------------------------------
Name: Ross H. Pollock
Title: Secretary
Date: July 14, 2003
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INDEX TO EXHIBITS
Exhibit No. Exhibit
- ----------- -------
99.1 Press release, dated July 14, 2003, issued by OfficeMax, Inc.
(incorporated by reference to the Schedule 14A filed by
OfficeMax, Inc. on July 14, 2003).
99.2 Merger Agreement, dated as of July 13, 2003, among Boise Cascade
Corporation, Challis Corporation and OfficeMax, Inc.
99.3 Shareholder Agreement, dated as of July 13, 2003, between Boise
Cascade Corporation and Michael Feuer.
99.4 Registration Rights Agreement, dated as of July 13, 2003, between
Boise Cascade Corporation and Michael Feuer.
99.5 First Amendment, dated as of July 13, 2003, to the Rights
Agreement, dated as of March 17, 2000, between OfficeMax, Inc. and
EquiServe, Trust Company, N.A. (formerly known as First Chicago
Trust Company of New York), a New York trust company, as rights
agent.