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
| |||
8 |
SHARED
VOTING POWER
| ||||
2789225 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
3204685 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
3204685 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
3.69%
| |||||
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
| ||||
2789225 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
3204685 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
3204685 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
3.69%
| |||||
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
| ||||
2131006 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
2177766 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
2177766 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
2.51%
| |||||
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
| ||||
658219 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
826919 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
826919 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
0.95%
| |||||
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 |
This Amendment No. 1 to Schedule 13D on the Common Stock of OfficeMax Incorporated (the "Issuer") is being filed on behalf of the under¬signed to amend the Schedule 13D, as amended (the "Schedule 13D") which was originally filed on June 18, 2012. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meaning as set forth in the Schedule 13D. |
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) | NBG, NB Holdings, NBM and NB LLC are Delaware limited liability companies, each having its principal business office at 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
|
Not applicable. |
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.
While the Reporting Persons generally support the Issuer’s proposed merger agreement with Office Depot, Inc. (“Office Depot”) in principal, they do have concerns about the Issuer’s board of directors’ conditional commitment to pay a special dividend to shareholders and would prefer that the board formally state their intention to declare such a dividend. Additionally, the Reporting Persons are concerned about the value of the shares of Office Depot it would receive in the proposed merger, especially in the absence of a sale by Office Depot of its assets located in Mexico. Accordingly, the Reporting Persons encourage the Issuer’s board of directors and management to continue to review the proposed terms of the merger agreement in light of these issues. In the event that these issues are not resolved to the satisfaction of the Reporting Persons, they will consider voting its shares of the Issuer against the merger with Office Depot. The Reporting Persons do not have any intention to nominate any candidate or candidates for election to the Issuer’s board of directors at the Issuer’s 2013 annual meeting. 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 own 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 3,204,685 shares, representing 3.69% of the 86,884,058 common shares reported as outstanding in the Issuer’s most recent Form 10-K for the annual period ending December 29, 2012. The Reporting Persons beneficially own the Securities as follows:
Common Shares % of Common Shares Outstanding NBM 826,919 / 0.95% NB LLC 2,177,766 / 2.51% 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 658,219 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 168,700 of the Securities reported herein as beneficially owned by it. NB LLC has been granted discretionary voting and dispositive power with respect to 2,131,006 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 46,760 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 did not effect any transactions in the Securities during the past sixty days. |
| Transaction Date | Shares or Unites Purchased (Sold) | Price Per Share or Unit |
(d) | Not applicable. |
(e) | The Reporting Persons ceased to be beneficial owners of more than 5% of the Issuer’s Securities on or about September 17, 2012. |
Item 6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
Not applicable |
Item 7. |
Material
to Be Filed as Exhibits
|
Not applicable. |
Neuberger Berman Group LLC | |||
March 04, 2013 | By: |
/s/
Brad Cetron | |
Authorized Signatory | |||
Neuberger Berman Holdings LLC | |||
March 04, 2013 | By: |
/s/
Joseph Amato | |
President and Chief Executive Officer | |||
Neuberger Berman LLC | |||
March 04, 2013 | By: |
/s/
Brad Cetron | |
Deputy General Counsel | |||
Neuberger Berman Management LLC | |||
March 04, 2013 | By: |
/s/
Robert Conti | |
President and Chief Executive Officer | |||
March 04, 2013 | By: |
/s/
Benjamin Nahum | |