K Capital Sends Letter to OfficeMax Board of Directors
October 26 2005 - 5:15PM
PR Newswire (US)
BOSTON, Oct. 26 /PRNewswire-FirstCall/ -- K Capital Offshore Master
Fund (U.S. Dollar), L.P. and Special K Capital Offshore Master Fund
(U.S. Dollar), L.P. (collectively, "K Capital"), who together with
their affiliates are the largest shareholder of OfficeMax
Incorporated (NYSE:OMX), today sent the following letter to the
Board of Directors of OfficeMax. K Capital and its affiliates hold
approximately 6,050,000 shares of OfficeMax common stock, or
approximately 8.6% of the Company's outstanding shares. Board of
Directors OfficeMax Incorporated 150 Pierce Road Itasca, IL 60143
October 26, 2005 To the Members of the Board: As the largest
shareholder of OfficeMax, we are writing to express our
disappointment in your decision on Friday, October 21, 2005, to
extend Sam Duncan's term as a board member until 2007. Mr. Duncan
has never been elected to the board by shareholders and, given his
position of Chairman, we believe that shareholders should have the
opportunity to vote on his appointment to the board at the earliest
possible date. In our view, Friday's decision is further evidence
of the board's continuing disregard for the views of OfficeMax
shareholders. As a board, you have inexplicably rejected numerous
shareholder mandates over the years, including: * Overwhelming
shareholder support to declassify the board so that all directors
face election each year. Shareholder resolutions on this topic were
put forward in 2000, 2001, 2002, and 2005. Each passed by a wide
margin-in 2002 and 2005 the motions carried 79.4% and 78.5% of
votes cast, respectively. Still, you have taken no action to
declassify the board. * In 2002, a shareholder resolution calling
for the company's poison pill to be subject to shareholder approval
carried 71.5% of votes cast. Again, the board ignored this
shareholder mandate. * In the past, shareholders have publicly
called for a separation of the roles of CEO and Chairman. Earlier
this year we privately raised this issue at a time when such a
change would have been quite convenient, but received no response.
Once again, you rejected this message from your shareholders. We
recognize that Claire Farley's departure from the board required
some adjustment to ensure that each class of directors was similar
in size. Even so, there were several more appropriate alternatives
that could have been undertaken rather than prolonging the term of
a chairman who has never stood for election. Among the options, one
of the two elected directors whose terms expire in 2006 could have
been extended to 2007. Given your poor record of responding to
shareholder concerns, we were not particularly surprised by your
effort to further insulate Mr. Duncan from a near-term shareholder
vote. Shareholders deserve an immediate explanation as to how your
past and present actions can be construed to serve their interest.
/s/ Brian Steck Brian Steck About K Capital Partners, LLC K Capital
Partners, LLC is a Boston, Massachusetts-based company that serves
as general partner or manager of private investment funds.
Contacts: Media: Matthew Sherman / Joele Frank Joele Frank,
Wilkinson Brimmer Katcher 212.355.4449 In connection with
OfficeMax, Inc.'s ("OfficeMax") upcoming 2006 Annual Meeting, K
Capital Partners, LLC and certain related parties ("K Capital") may
file a proxy statement with the Securities and Exchange Commission
(the "SEC") to solicit stockholders of OfficeMax with respect to
the election of directors and/or one or more stockholder proposals.
HOWEVER, IT SHOULD BE EMPHASIZED THAT K CAPITAL HAS NOT MADE ANY
DECISION AT THIS TIME WHETHER TO SOLICIT PROXIES FOR THE ELECTION
OF DIRECTORS OR FOR THE ADOPTION OF ONE OR MORE STOCKHOLDER
PROPOSALS. OFFICEMAX STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE
PROXY STATEMENT WHEN AND IF IT IS AVAILABLE BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. Stockholders may obtain a free copy of the
proxy statement and other material (when and if available) and any
other documents that may be filed by K Capital in connection with
the 2006 Annual Meeting for free at the Internet website maintained
by the SEC at http://www.sec.gov/. In addition, if the proxy
statement is filed, K Capital will make additional copies of the
proxy statement and any amendments to the proxy statement available
for free to the stockholders of OfficeMax. Please direct your
request for the proxy statement to K Capital Partners LLC, 75 Park
Plaza, Boston, MA 02116, Attention: Loren Acker, tel.: (617)
646-7700. In accordance with Rule 14a-12(a)(1)(i) of the Securities
Exchange Act of 1934, as amended, the persons who may be deemed
participants in any proxy solicitation in connection with
OfficeMax's 2006 Annual Meeting of stockholders that K Capital may
engage in are as follows: K Capital Offshore Master Fund (U.S.
Dollar), L.P., Special K Capital Offshore Master Fund (U.S.
Dollar), L.P., K Capital Partners, LLC, Harwich Capital Partners,
LLC, and Abner Kurtin. Information regarding these participants is
contained in the Schedule 14A filed by K Capital with the SEC on
October 26, 2005. DATASOURCE: K Capital Partners, LLC CONTACT:
Matthew Sherman or Joele Frank, both of Joele Frank, Wilkinson
Brimmer Katcher for K Capital Partners, LLC, +1-212-355-4449
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