- Current report filing (8-K)
December 23 2008 - 3:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Date of Report:
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December 23, 2008
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Date of earliest event reported:
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December 18,
2008
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OFFICEMAX
INCORPORATED
(Exact name of registrant as specified in its
charter)
Delaware
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1-5057
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82-0100960
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(State of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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263 Shuman Blvd.
Naperville, Illinois 60563
(Address
of principal executive offices) (Zip Code)
(630) 438-7800
(Registrants telephone number, including
area code)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
On April 23, 2008, OfficeMax
Incorporated (the Company) amended and restated its OfficeMax Incentive and
Performance Plan (the Plan). The
description of the Plan under the headings Proposed Plan Amendments and Material
Features of the OMIPP included in the Companys definitive proxy statement
filed with the Securities and Exchange Commission on March 10, 2008 are
incorporated herein by reference.
On December 18, 2008, the Companys
board of directors (the Board) approved an amendment to the Plan to allow the
executive compensation committee of the Board the discretion to establish
annual incentive award performance periods that are shorter than a full fiscal
year.
This
summary does not purport to be complete and is subject to and qualified in its
entirety by reference to the text of the form of amendment, included as Exhibit 99.1
to this filing. Exhibit 99.1 is incorporated by reference into this
Item 5.02.
Item 8.01 Other
Events.
Dividend Suspended
On
December 18, 2008, the Board voted to suspend the payment of quarterly
cash dividends on the Companys common stock, effective immediately, due to the
impact of continued weak economic conditions. Suspending the common stock
dividend will result in annual savings of approximately $45 million.
This
summary does not purport to be complete and is subject to and qualified in its
entirety by reference to the text of the form of press release included as Exhibit 99.2
to this filing. Exhibit 99.2 is incorporated by reference into this
Item 8.01.
Update on Timber Notes
On September 18, 2008,
the Company filed a Current Report on Form 8-K with the Securities and
Exchange Commission containing information related to an event of default under
a portion of its timber installment notes received in connection with its sale
of timberlands in 2004. The timber
installment notes were held by bankruptcy remote entities formed by the Company
(the OMX SPEs). One timber installment
note, in the original principal amount of $817.5 million, was guaranteed by
Lehman Brothers Holdings Inc. (Lehman).
This installment note was monetized through the issuance of
securitization notes by one of the OMX SPEs, OMX Timber Finance Investments
II, LLC (OMX Timber II). Lehman filed
a petition on September 15, 2008 in the United States Bankruptcy Court for
the Southern District of New York seeking relief under chapter 11 of the United
States Bankruptcy Code. As a result of
Lehmans bankruptcy filing, an event of default occurred under the Lehman
guaranteed installment note.
On October 29, 2008, we
issued a press release providing an update on the Lehman guaranteed installment
note and the securitization notes that our wholly-owned bankruptcy remote
subsidiary, OMX Timber II, has issued and outstanding. That press release was filed as an exhibit to
our Current Report on Form 8-K filed on October 30,
2
2008. On November 6, 2008, we issued an additional
press release providing an update on the amount of the impairment charges
related to the Lehman guaranteed installment note. That press release was furnished as an
exhibit to our Current Report on Form 8-K furnished on November 6,
2008.
As we stated in the October 29
press release, we anticipated that a payment default would occur on that date
under the Lehman guaranteed installment note, which would result in OMX Timber
II failing to make the full payment due on that date to the holders of the securitization
notes. In fact, no payment was made on October 29
with respect to the Lehman guaranteed installment note. As a result, OMX Timber II was not able to
and did not make the payment due on October 29 to holders of the
securitization notes.
On December 18, 2008,
as a result of OMX Timber IIs payment default, the trustee for the holders of
the securitization notes provided notice to OMX Timber II accelerating the
unpaid balance of the securitization notes plus accrued and unpaid interest.
This procedural step has not
affected the analysis or expectations reflected in our October 29 and November 6,
2008 press releases.
Item 9.01
Financial
Statements and Exhibits.
(d) Exhibits.
Exhibit 99.1
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Second Amendment to the 2003 OfficeMax Incentive and
Performance Plan as amended and restated effective April 23, 2008
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Exhibit 99.2
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OfficeMax Incorporated Press Release dated December 18, 2008
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3
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.
Dated: December 23,
2008
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OFFICEMAX INCORPORATED
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By:
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/s/ Matthew R. Broad
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Matthew R. Broad
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Executive
Vice President and
General Counsel
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EXHIBIT INDEX
Number
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Description
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Exhibit
99.1
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Exhibit 99.1 Second Amendment to
the 2003 OfficeMax Incentive and Performance Plan as amended and restated
effective April 23, 2008
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99.2
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Exhibit 99.2 OfficeMax Incorporated
Press Release dated December 18, 2008
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5
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