Dividend Reinvestment And Employee Stock Purchase Plan

Transcription

1 Dividend Reinvestment And Employee Stock Purchase Plan CUSIP 67622P 10 1

2 If you are an OfficeMax Incorporated ( OfficeMax ) shareholder, you have the opportunity to automatically invest your common stock dividends to purchase additional shares of OfficeMax common stock through this Dividend Reinvestment and Employee Stock Purchase Plan. The plan also allows you to purchase additional shares with optional cash payments. You must own at least one share of OfficeMax common stock in your own name (rather than through a broker, bank, or other financial institution) to participate in dividend reinvestment. We hope you'll find the plan a convenient and inexpensive method of increasing your investment in OfficeMax. If you are an employee of OfficeMax or one of its majority-owned subsidiaries, you may also participate, even if you do not own shares in your own name. You may purchase shares through payroll deduction and/or optional cash payments. Dividends on shares you purchased through the plan will be automatically reinvested in accordance with the dividend reinvestment provisions of the plan. How do I enroll? To participate in the plan, you must complete an authorization card and mail it to Wells Fargo Shareowner Services, a division of Wells Fargo Bank, N.A. (the Plan Administrator ). Your authorization takes effect as soon as the Plan Administrator receives it. Employees who wish to use payroll deduction also must submit a Payroll Deduction Authorization form, which is available from your human resource office. Regulations in certain countries may limit or prohibit participation in this type of plan. Accordingly, persons residing outside the United States who wish to participate in the plan should first determine whether they are subject to any governmental regulations prohibiting their participation. What are the features of the plan? Directly reinvesting dividends enables you to invest conveniently and automatically. Systematic investment provides long-term dollar cost averaging of your stock purchases. Your cost for brokerage commissions to acquire additional shares of stock is relatively low per share. Because the purchases for all participating shareholders are combined, you receive the benefit of the lower brokerage commissions associated with large-volume purchases. There are no direct administrative service charges to participants for purchasing shares. You can invest additional funds by mail. If you re an employee, you also may take advantage of payroll deduction. Your funds are invested by purchasing both whole and fractional shares (computed to three decimal places). Dividends are paid on both whole and fractional shares and reinvested for you. As soon as practicable after each investment transaction, the Plan Administrator will mail to you a statement setting forth: (i) each dividend, payroll deduction and/or optional cash payment invested; (ii) taxes (if any) withheld; (iii) the net amount invested; (iv) the number of shares purchased; (v) the price per share; and (vi) the total number of shares accumulated under the Plan (computed to three decimal places).

3 Shares are held safely for you by the plan; certificates are available upon request. All purchases and sales of stock are made on behalf of participants by an agent selected by the Plan Administrator. How the Plan Works How do I automatically invest my dividends? Once you re enrolled in the plan, OfficeMax will send to the Plan Administrator the dividends paid on all of your shares of OfficeMax common stock, to be invested on the applicable investment date. The dividends, along with any other contributions made prior to the investment date, are then used to purchase additional shares of stock for plan participants. The payment of dividends is at the discretion of OfficeMax s Board of Directors and will depend upon future earnings, the financial condition of OfficeMax and other factors. The Board may change the amount and timing of dividends at any time without notice. How can I buy more shares? To purchase additional shares of OfficeMax common stock, you may send a check (payable to Wells Fargo Shareowner Services) in United States currency and drawn on a United States bank or a foreign bank with operations in the United States to: OfficeMax Incorporated Dividend Reinvestment and Employee Stock Purchase Plan Wells Fargo Shareowner Services P.O. Box St. Paul, MN The minimum optional cash contribution allowed is $10 in U.S. dollars. There is no monthly maximum. Employees may submit cash contributions in addition to or in lieu of payroll deduction contributions. If your cash contributions or employee payroll deductions are received prior to the investment date (see below), your cash contributions will be used to purchase additional shares on the investment date. If your cash contributions or employee payroll deductions are received on or after the investment date, your funds will be held by the Plan Administrator, without interest, until the investment date during the following month. You may have any cash contribution returned to you by sending a written request to the Plan Administrator at least two business days prior to the investment date. You are under no obligation to make additional cash investments. You will not receive interest on funds awaiting purchase. During the period that an optional cash investment is pending, the collected funds in the possession of the Plan Administrator may be invested in certain Permitted Investments. For purposes of this plan, Permitted Investments shall mean any money market mutual funds registered under the Investment Company Act (including those of an affiliate of the Plan Administrator or for which the Plan Administrator or any of its affiliates provides management advisory or other services) consisting entirely of (i) direct obligations of the United States of America; or (ii) obligations fully guaranteed by the United States of America. The risk of any loss from such Permitted Investments shall be the responsibility of the Plan Administrator. Investment income from such Permitted Investments shall be retained by the Plan Administrator.

4 If any optional cash contribution is returned for any reason, the Plan Administrator will remove from your account any shares purchased upon prior credit of such funds, and will sell these shares. The Plan Administrator may sell other shares in the account to recover a returned funds fee for each optional cash contribution returned unpaid for any reason and may sell additional shares as necessary to cover any market loss incurred by the Plan Administrator. When does the Plan Administrator purchase shares? Optional cash contributions and payroll deductions are invested on the 15th day of each month or, if the 15th is not a business day, the next business day thereafter. How does the Plan Administrator buy the shares? The Plan Administrator will use an agent to buy the shares in the open market or in negotiated transactions. Your purchase price will be the weighted average purchase price per share for all shares purchased for that investment date. The agent purchases shares as soon as practicable, and in no event more than thirty business days, after the applicable investment date. The Plan Administrator may commingle your funds with those of other participants for purposes of forwarding purchase orders to the agent. Because the prices at which shares are purchased under the plan are beyond your control, you may lose any advantage otherwise available from being able to select the timing of your investment. The rules and regulations of the Securities and Exchange Commission or the New York Stock Exchange may require that purchases or sales by the agent be temporarily suspended or that purchases or sales be spread over more than 30 days. In those cases, purchases or sales will be made or resumed when permitted by the rules and regulations. If trading in the company s common stock remains suspended for 90 consecutive days, the plan will remit all cash in your account to you promptly after the ninetieth day. Can I sell shares in my plan account? Yes. You can sell some or all of your plan shares by submitting a request to the Plan Administrator. The Plan Administrator will make every effort to process your sale order on the next business day following receipt of your properly completed request (sale requests involving multiple transactions may experience a delay). The Plan Administrator will not be liable for any claim arising out of failure to sell stock on a certain date or at a specific price. After settlement of the sale, the plan administrator will send you a check for the proceeds of the sale (less any brokerage commissions and transaction fees) or, if you choose, you may have your net proceeds directly deposited to your bank account. If you submit a request to sell all or part of your plan shares, and you are requesting the net proceeds to be automatically deposited to a bank checking or savings account, you must provide a voided blank check for a checking account or a blank savings deposit slip for a savings account. If you are unable to provide a voided check or deposit slip, your written request must have your signature(s) medallion guaranteed by an eligible financial institution for direct deposit. Requests for direct deposit of net sale proceeds that do not provide the

5 required documentation will not be honored and a check for the net proceeds will be issued. The price of OfficeMax common stock fluctuates on a daily basis. The price may rise or fall after you submit your request to sell and prior to the ultimate sale of your shares. The price risk will be borne solely by you. You cannot revoke your request to sell once it is made. Can I sell or transfer my plan shares to a specific person? Yes. You can sell or transfer your plan shares to a plan account of another person, subject to compliance with any applicable laws. If the person to whom the shares are gifted or transferred is not a plan participant, the Plan Administrator will automatically open an account for the person and enroll him or her in the plan. To do this, simply execute an Irrevocable Stock Power form and return it to the Plan Administrator. Your signature on the Stock Power must be Medallion guaranteed by an eligible financial institution or broker. You can obtain an Irrevocable Stock Power form by contacting the Plan Administrator. What if I sell or transfer all of my shares? If you request to sell or transfer all shares in your plan account between a dividend record date and payment date, your transfer request will be processed but your plan account will not be terminated. You may receive additional dividend reinvestment shares which will require you to submit a written request to transfer the additional shares. Where are my stock certificates? Unless you request a stock certificate for your shares, the plan holds those shares for you. This convenience protects you against the loss, theft, or destruction of stock certificates. If you wish to have certificates for your shares issued to you, you may send a request to the Plan Administrator. No certificates are issued for fractional shares. In addition, you may choose to deliver your stock certificates to the Plan Administrator to be deposited with the plan for safekeeping. Because you bear the risk of loss when sending stock certificates through the mail we suggest that you send them registered and insured for at least 3% of the current market value. Please do not endorse the certificates. Can I vote my shares? Yes. You vote the shares held for you in the plan. The proxy card you receive will represent the whole and fractional shares held by the plan in your name. If you do not vote your shares, they will not be voted. How do I withdraw shares from my account? You may withdraw shares from your account by notifying the Plan Administrator. Your notice must indicate whether you would like to: Receive a stock certificate for all whole shares in your account. Receive a stock certificate for a specified portion of the whole shares in your account. Sell a specified portion of the shares in your account and receive the proceeds (less any applicable brokerage commissions) in cash.

6 Dividend reinvestment will continue for the remaining whole and fractional shares in your account. How do I terminate my participation in the plan? Can my participation be terminated? You may terminate your participation in the plan by notifying the Plan Administrator. Your notice must indicate what you want done with the shares in your account. You may elect to receive a certificate representing the whole shares accumulated in your account, plus a check representing the cash value of any fractional shares in your account. You may elect to sell your plan shares and receive the proceeds in cash (less any applicable brokerage commissions). You may elect any combination of the above, as long as all shares in your account are disposed of. If your request to terminate from the plan is received on or after a dividend record date, but before the dividend payment date, your termination will be processed as soon as practicable, and a separate dividend check will be mailed to you. Once you have terminated your participation in the plan, future dividends on any OfficeMax common stock that you hold in your name will be sent directly to you. OfficeMax reserves the right to terminate any participant s participation in the Plan by written notice. The Plan Administrator reserves the right to terminate any participant s participation in the Plan if the participant s total holdings drop below one full share. Do I pay income taxes on reinvested dividends? Dividends invested under the plan are subject to income taxes just as though you had received them in cash. The Plan Administrator supplies the information you need to file your income tax return to you annually and reports the dividend information to the Internal Revenue Service. Because of the complexity of federal and foreign income tax laws, you should consult your own tax adviser regarding your situation. For tax purposes, you should retain your account statements because they provide the purchase price (cost basis) of the shares acquired through the plan. What costs do I pay? Certificate Issuance Certificate Deposit Investment Fees Dividend reinvestment service fee Optional cash investment service fee Automatic withdrawal service fee Purchase commission Sale Fees Sale service fee Sale commission Fee for Returned Checks Prior Year Duplicate Statements $10.00 per transaction $0.10 per share $25.00 per item $15.00 per year

7 Amendment or Termination of the Plan OfficeMax may amend or terminate the plan at any time. If it does, it will mail a notice to each participant. Additional Matters Stock dividends and split shares, if any, distributed by OfficeMax on shares held by the plan for you will be credited to your account. Any special cash distribution per share of common stock declared by OfficeMax which are equal to or less than 25% of the fair market value of one share of common stock will be automatically reinvested in shares under the plan, unless OfficeMax decides to pay the dividend directly to you. If you send a notice of termination or a request to sell to the Plan Administrator between the record date and the payment date for a stock distribution, the request will not be processed until the stock distribution is credited to your account. If OfficeMax declares a special cash dividend greater than 25% of the market value of one share of common stock, OfficeMax will distribute this special cash dividend to you. If the company offers its shareholders rights to acquire additional shares or other securities, each participant receives the same opportunity. The Plan shall be interpreted by OfficeMax, and any decision of OfficeMax with respect to the interpretation of the Plan shall be binding on all participants. In administering the Plan, neither OfficeMax, the Plan Administrator nor any broker/dealer selected by the Plan Administrator to execute purchases and sales on behalf of plan participants is liable for any good faith act or omission to act, including but not limited to any claim of liability (i) arising out of the failure to terminate a participant s account upon such participant s withdrawal prior to receipt of a notice in writing of such withdrawal, (ii) with respect to the prices or times at which shares are purchased or sold, or (iii) as to the value of the shares acquired for participants. The Plan Administrator is acting solely as agent of OfficeMax and owes no duties, fiduciary or otherwise, to any other person by reason of this plan, and no implied duties, fiduciary or otherwise, shall be read into this plan. The Plan Administrator undertakes to perform such duties and only such duties as are expressly set forth herein, to be performed by it, and no implied covenants or obligations shall be read into this plan against the Plan Administrator or OfficeMax. In no event shall the Plan Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profit). The Plan Administrator shall not be responsible or liable for any failure or delay in the performance of its obligations under this Plan arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental actions; it being understood that the Plan Administrator shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

8 The Plan Administrator is authorized to choose a broker/dealer, including an affiliated broker/dealer, at its sole discretion to facilitate purchases and sales of OfficeMax common stock by plan participants. The Plan Administrator will furnish the name of the registered broker/dealer, including any affiliated broker/dealer, utilized in share transactions within a reasonable time upon written request from the participant. Shares held for you under the Plan may not be pledged, sold, or otherwise disposed of by you. If you wish to effect any such transaction you must make a written request to the Plan Administrator that certificates for such shares be issued in your name. All matters relating to administration of and transactions under the plan are governed by the laws of the state of Delaware. The plan is strictly voluntary and does not constitute a contract of employment. Whom do I contact for more information? If you would like more information or wish to obtain a copy of the plan, contact: Plan Transaction Requests should be mailed to: OfficeMax Incorporated Dividend Reinvestment and Employee Stock Purchase Plan Wells Fargo Shareowner Services P.O. Box St. Paul, MN Certified/Overnight Mail: Wells Fargo Shareowner Services 161 North Concord Exchange South St. Paul, MN General Information: Tel: Tel: (outside the United States) An automated voice response system is available 24 hours a day, 7 days a week. Customer Service Representatives are available from 7:00 a.m. to 7:00 p.m., Central Standard Time, Monday through Friday. Fax: Internet: General Inquiries Account Information (11/2006)