1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Neuberger Berman Group LLC | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
N/A | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
Delaware | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
0 | |||||
8 |
SHARED
VOTING POWER
| ||||
3885573 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
4145403 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
4145403 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
4.79%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
HC | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Neuberger Berman Holdings LLC | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
N/A | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
Delaware | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
0 | |||||
8 |
SHARED
VOTING POWER
| ||||
3885573 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
4145403 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
4145403 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
4.79%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
HC | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Neuberger Berman LLC | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
OO | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
Delaware | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
0 | |||||
8 |
SHARED
VOTING POWER
| ||||
2930154 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
2978284 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
2978284 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
3.44%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
IA | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Neuberger Berman Management LLC | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
OO | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
Delaware | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
0 | |||||
8 |
SHARED
VOTING POWER
| ||||
955419 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
1167119 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
1167119 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
1.35%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
IA | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Benjamin Nahum | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
PF | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
United States | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
200000 | |||||
8 |
SHARED
VOTING POWER
| ||||
0 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
200000 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
0 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
200000 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
0.23%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
IN | |||||
Item 1. | Security and Issuer |
The class of equity securities to which this statement on Schedule 13D relates is the common shares (the “Securities”) of OfficeMax Incorporated, a Delaware corporation (the “Issuer”), having its principal business office at 263 Shuman Boulevard, Naperville, Illinois 60563. |
Item 2. | Identity and Background |
(a) | This statement is being filed by the following persons: Neuberger Berman Group LLC (“NBG”), Neuberger Berman Holdings LLC (“NB Holdings”), Neuberger Berman Management LLC (“NBM”), Neuberger Berman LLC (“NB LLC”) and Benjamin Nahum (the “Reporting Persons”). |
(b) | The business address for each of the Reporting Persons is 605 Third Avenue, New York NY 10158. |
(c) | NBG, NB Holdings, NBM and NB LLC are Delaware limited liability companies.
Mr. Nahum is a portfolio manager and managing director of NBM and NB LLC. NBG is the parent company of various subsidiaries engaged in the investment advisory business. NB Holdings is a subsidiary of NBG and the holding company of NB LLC, NBM and certain other subsidiaries engaged in the investment advisory business primarily with respect to equities. NBM, an indirect subsidiary of NBG, is an investment adviser registered under the Investment Advisers Act of 1940, as amended, and a limited purpose broker-dealer registered under the Securities Exchange Act of 1934, as amended. As a registered investment adviser (“RIA”), NBM provides investment advisory services to investment companies registered under the Investment Company Act of 1940, as amended. NB LLC, an indirect subsidiary of NBG, is an investment adviser registered under the Investment Advisers Act of 1940, as amended, and a broker-dealer registered under the Securities Exchange Act of 1934, as amended. As an RIA, NB LLC provides discretionary investment advisory services to private investors, institutions, endowments, employee benefit plans, foundations and others. The Reporting Persons do not admit that they constitute a group. The information required by instruction C to Schedule 13D with respect to the executive officers and directors of the Reporting Persons is set forth below. Neuberger Berman Group LLC Directors Joseph Amato Joseph Berardino Robert D’Alelio William Fox George Walker Richard Worley Lawrence Zicklin Executive Officers George Walker, Chief Executive Officer Joseph Amato, President Heather Zuckerman, Secretary, Chief Administrative Officer and Executive Vice President Andrew Komaroff, Chief Operating Officer and Executive Vice President William Arnold, Chief Financial Officer and Executive Vice President Neuberger Berman Holdings LLC Executive Officers Joseph Amato, President and Chief Executive Officer James Dempsey, Senior Vice President and Treasurer Neuberger Berman Management LLC Executive Officers Robert Conti, President and Chief Executive Officer Joseph Amato, Managing Director and Chief Investment Officer – Equities Brad Cetron, Managing Director and Chief Compliance Officer – B/D Chamaine Williams, Senior Vice President and Chief Compliance Officer – I/A James Dempsey, Senior Vice President, Chief Financial Officer and Treasurer Maxine Gerson, Managing Director, Secretary and General Counsel Bradley Tank, Managing Director and Chief Investment Officer – Fixed Income Neuberger Berman LLC Executive Officers Joseph Amato, President, Chief Executive Officer, Managing Director and Chief Investment Officer – Equities Brad Cetron, Chief Compliance Officer, Managing Director and Deputy General Counsel James Dempsey, Senior Vice President, Chief Financial Officer and Treasurer Bradley Tank, Managing Director and Chief Investment Officer – Fixed Income |
(d) | None of the individuals referenced above have been convicted in a criminal proceeding in the past five years. |
(e) | None of the individuals referenced above have been party to a civil proceeding or a judicial or administrative proceeding or subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws in the past five years. |
(f) | All of the individuals referenced above are citizens of the United States. |
Item 3. |
Source
and Amount of Funds or Other Consideration
|
NBM and NB LLC, in their capacity as RIAs, used an aggregate of approximately $7,705,085 and $21,596,341, respectively, of funds provided through the accounts of certain of their investment advisory clients to purchase the Securities reported as beneficially owned in Item 5. Mr. Nahum used approximately $1,332,000 of personal funds to purchase the Securities reported as beneficially owned by him in Item 5. |
Item 4. |
Purpose
of Transaction
|
The Securities reported as beneficially owned in Item 5 were purchased in the ordinary course of business by NBM and NB LLC in their capacity as RIAs on behalf of their investment advisory clients for investment purposes. On June 18, 2012, NBM and NB LLC sent a letter to the Issuer’s Chief Executive Officer regarding their concerns about the Issuer’s allocation of capital, potential acquisitions, payment of dividends, share repurchases and future strategic plans. A copy of this letter is attached hereto as Exhibit 1. The Reporting Persons may communicate with the Board of Directors of the Issuer, and other shareholders of the Issuer and interested parties about the Issuer. The Reporting Persons may make a shareholder proposal at the Issuer’s 2013 annual meeting seeking an amendment to the Issuer’s bylaws to require shareholder approval prior to the Issuer making any material acquisitions. The Reporting Persons also may nominate candidates for election to the Issuer’s Board of Directors at the Issuer’s 2013 annual meeting. The Reporting Persons may take certain positions with respect to the Issuer that may relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D including, without limitation, such matters as disposing of one or more businesses, selling the Issuer or acquiring another company or business, changing operating or marketing strategies, adopting or not adopting, certain types of anti-takeover measures and restructuring the Issuer’s capitalization or dividend policy. None of the Reporting Persons intends to seek control of the Issuer or to participate in the management of the Issuer. Depending on market conditions, NB LLC and NBM, in their capacity as RIAs, may purchase additional Securities or sell Securities on behalf of their investment advisory clients in the future. Depending on market conditions, Mr. Nahum also may purchase additional Securities or sell Securities for his personal accounts.
Other than as described above in this Item 4, none of the Reporting Persons has any plans or proposals at this time with respect to the Issuer which relate to or would result in the events listed in Item 4 (a) – (j) of the instructions for Schedule 13D. |
(a) | See above. |
(b) | See above. |
(c) | See above. |
(d) | See above. |
(e) | See above. |
(f) | See above. |
(g) | See above. |
(h) | See above. |
(i) | See above. |
(j) | See above. |
Item 5. |
Interest
in Securities of the Issuer
|
(a) | The aggregate number of Securities to which this Schedule 13D relates is 4,345,403 shares, representing 5.02% of the 86,574,396 common shares reported as outstanding in the Issuer’s most recent Form 10-Q for the quarterly period ending March 31, 2012. The Reporting Persons beneficially own the Securities as follows:
Common Shares / % of Common Shares Outstanding NBM 1,167,119 / 1.35% NB LLC 2,978,284 / 3.44% Mr. Nahum 200,000 / 0.23% As a result of NBG’s and NB Holdings’ indirect and direct ownership of NB LLC and NBM, each of NBG and NB Holdings are deemed to beneficially own the Securities beneficially owned by NBM and NB LLC. |
(b) | NBM has been granted discretionary voting and dispositive power with respect to 955,419 of the Securities reported herein as being beneficially owned by it. In addition, NBM has been granted discretionary dispositive power, but not voting power, with respect to the remaining 211,700 of the Securities reported herein as beneficially owned by it. NB LLC has been granted discretionary voting and dispositive power with respect to 2,930,154 of the Securities reported herein as being beneficially owned by it, and with respect to such Securities, NB LLC shares voting and dispositive power with its clients in whose accounts the Securities are held. In addition, NB LLC has been granted discretionary dispositive power, but not voting power, with respect to the remaining 48,130 of the Securities reported herein as beneficially owned by it. NB LLC shares only dispositive power with those clients in whose accounts such Securities are held. Mr. Nahum has voting and dispositive power with respect to the 200,000 of the Securities reported herein as being beneficially owned by him. |
(c) | The Reporting Persons effected the following transactions in the Securities during the past sixty days. Such transactions were effected on the New York Stock Exchange. |
| Transaction Date | Shares or Unites Purchased (Sold) | Price Per Share or Unit |
| NB LLC
4/17/2012 4/17/2012 4/23/2012 4/23/2012 4/24/2012 4/25/2012 5/1/2012 5/3/2012 5/4/2012 5/8/2012 5/11/2012 5/11/2012 5/17/2012 5/18/2012 5/21/2012 5/22/2012 5/22/2012 5/23/2012 5/23/2012 5/23/2012 5/23/2012 5/24/2012 5/24/2012 5/25/2012 5/29/2012 5/30/2012 5/31/2012 5/31/2012 6/1/2012 6/8/2012 6/13/2012 NBM 5/23/2012 5/24/2012 5/24/2012 5/25/2012 5/29/2012 5/30/2012 5/31/2012 5/31/2012 6/1/2012 Mr. Nahum 4/19/2012 | 330
30- 6000 840- 3000 90- 810- 280- 1410 1560- 540 90- 1330- 203 12700- 3150 110- 23940 13800 640 600 50300 10300 9900 34100 26000 9085 70- 22615 20400- 995- 9029 6600 23671 6600 22400 17100 6000 3900 19200 70000 | 4.9875
5.13 4.5468 4.66 4.4913 4.64 4.702 4.152 4.31 4.37 5.048 5.1801 4.762 4.66 4.6819 5.0016 5.0622 4.894 4.90 4.9044 4.9092 4.9455 4.95 4.9365 4.9493 4.8785 4.6498 4.70 4.4818 4.323 4.13 4.90 4.95 4.9455 4.9365 4.9493 4.8785 4.6498 4.7149 4.4818 4.8076 |
(d) | Not applicable. |
(e) | Not applicable. |
Item 6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
Not applicable |
Item 7. |
Material
to Be Filed as Exhibits
|
Letter to Issuer’s Board of Directors, dated June 18, 2012, is attached hereto as Exhibit 1.
The Joint Filing Agreement is attached hereto as Exhibit 2. |
Neuberger Berman Group LLC | |||
June 18, 2012 | By: |
/s/
Brad Cetron | |
Authorized Signatory | |||
Neuberger Berman Holdings LLC | |||
June 18, 2012 | By: |
/s/
Joseph Amato | |
President and Chief Executive Officer | |||
Neuberger Berman LLC | |||
June 18, 2012 | By: |
/s/
Brad Cetron | |
Deputy General Counsel | |||
Neuberger Berman Management LLC | |||
June 18, 2012 | By: |
/s/
Robert Conti | |
President and Chief Executive Officer | |||
June 18, 2012 | By: |
/s/
Benjamin Nahum | |