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Alco Standard Corporation
SEC FORM 10-K
SEPTEMBER 30, 1995
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 14, 1995
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934)
COMMISSION FILE NUMBER 1-5964
ALCO STANDARD CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OHIO 23-0334400
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
BOX 834, VALLEY FORGE, PENNSYLVANIA 19482
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)
Registrant's telephone number, including area code: (610) 296-8000
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH
EXCHANGE ON WHICH
TITLE OF CLASS REGISTERED
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Common Stock, no par value New York Stock Exchange
(with Preferred Share Purchase Rights) Philadelphia Stock
Exchange
Chicago Stock Exchange
Series AA Convertible Preferred Stock New York Stock Exchange
(Depositary Shares)
Series BB Conversion Preferred Stock New York Stock Exchange
(Depositary Shares)
Securities registered pursuant to Section 12(g) of the Act: None
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO
SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.
YES X NO
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO
THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY
AMENDMENT TO THIS FORM 10-K. [X]
THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF THE
REGISTRANT AS OF NOVEMBER 10, 1995 WAS APPROXIMATELY $5,208,831,084 BASED UPON
THE CLOSING SALES PRICE ON THE NEW YORK STOCK EXCHANGE COMPOSITE TAPE OF
$46.75 PER COMMON SHARE (ON NOVEMBER 10, 1995), $104.75 PER DEPOSITARY SHARE
OF SERIES AA CONVERTIBLE PREFERRED STOCK (ON NOVEMBER 10, 1995), AND $86.75
PER DEPOSITARY SHARE OF SERIES BB CONVERSION PREFERRED STOCK (ON NOVEMBER 10,
1995). FOR PURPOSES OF THE FOREGOING SENTENCE ONLY, ALL DIRECTORS AND OFFICERS
OF THE REGISTRANT AND THE TRUSTEES OF THE REGISTRANT'S PENSION PLAN AND STOCK
PURCHASE PLANS WERE ASSUMED TO BE AFFILIATES.
THE NUMBER OF SHARES OF COMMON STOCK, NO PAR VALUE, OF THE REGISTRANT
OUTSTANDING AS OF NOVEMBER 10, 1995 WAS 112,375,514.
DOCUMENTS INCORPORATED BY REFERENCE
PARTS I AND II--REGISTRANT'S ANNUAL REPORT TO SHAREHOLDERS FOR FISCAL YEAR
ENDED SEPTEMBER 30, 1995
PART III--REGISTRANT'S PROXY STATEMENT FOR THE 1996 ANNUAL MEETING OF
SHAREHOLDERS
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PART I
ITEM 1. BUSINESS.
Alco Standard Corporation ("Alco" or the "Company") was incorporated in Ohio
in 1952 and is the successor to a business incorporated under a similar name
in 1928. The term "Alco" generally includes Alco Standard Corporation and its
subsidiaries and divisions. The address of Alco's principal executive offices
is P.O. Box 834, Valley Forge, Pennsylvania 19482 (telephone number: (610)
296-8000).
Alco markets and distributes office equipment, paper and supply systems. In
fiscal 1995, Alco had annual revenues of approximately $9.9 billion. The
information concerning revenues, income before taxes and assets attributable
to each of Alco's business segments for each of the three years in the period
ended September 30, 1995 set forth under "Segment Data" in the consolidated
financial statements included on page 46 of Alco's Annual Report to
Shareholders for the fiscal year ended September 30, 1995 ("1995 Annual
Report") is incorporated herein by reference.
Alco was founded and continues to operate as "The Corporate Partnership."
Under this entrepreneurial principle, Alco field executives maintain a high
degree of operating autonomy, which enhances the Company's ability to serve
and support its customers. The following describes Alco's two business
segments.
ALCO OFFICE PRODUCTS
Alco Office Products ("AOP") sells, rents and leases photocopiers, fax
machines and other automated office equipment for use in both traditional and
integrated office environments. AOP also provides equipment service and
supplies, equipment financing and reprographic facilities management and
specialized document copying services.
AOP has locations throughout the United States and Canada, and in Europe
(primarily in the United Kingdom). These companies comprise the largest
network of independent copier and office equipment dealers in North America
and in the United Kingdom, and represent the only independent distribution
network with national scope. AOP competes against numerous competitors over a
wide range of markets, competing on the basis of quality customer service,
price and product performance.
AOP distributes the products of numerous manufacturers, including Canon,
Oce, Ricoh and Sharp, throughout forty-eight states, six Canadian provinces
and in Europe. Customers include large and small businesses, professional
firms and government agencies.
During fiscal 1993, 1994 and 1995, AOP accounted for approximately 25%, 28%
and 29%, respectively, of Alco's consolidated revenues, and 50%, 55% and 53%,
respectively, of Alco's operating income (excluding Unisource restructuring
costs in 1993).
During fiscal 1995, AOP acquired 102 office products companies in the United
States, Canada, and Europe, with an aggregate of over $578 million in
annualized revenues. In May 1995, AOP acquired CopyAmerica, the largest copy
center in the country, which specializes in on-demand manuals and other short-
run documents. AOP's European expansion during fiscal 1995 included the
acquisition of seven companies in the United Kingdom, the largest of which was
Southern Business Group (renamed A: Copy (UK) PLC), with annualized revenues
of approximately $86 million.
UNISOURCE
Unisource Worldwide, Inc. ("Unisource") markets and distributes quality
printing and imaging products for office and reprographic use. Through its
supply systems segment, Unisource also distributes disposable paper and
plastic products, packaging systems and maintenance supplies.
During fiscal 1993, 1994 and 1995 Unisource accounted for approximately 75%,
72%, and 71%, respectively, of Alco's consolidated revenues from continuing
operations, and 50%, 45% and 47%, respectively, of Alco's operating income
(excluding Unisource restructuring costs in 1993).
Unisource focuses on five market segments: printing and publishing,
corporate imaging, general manufacturing, food processing and retail grocery.
Unisource combines its broad array of products with specialized customer
services and is implementing sophisticated information technology to tailor
solutions which lower the total cost of customers' procurement and improve the
efficiency of their operations. Unisource offers its customers coordinated
delivery of products, customized reporting and consolidated billing.
Unisource's national distribution capabilities allow it to respond quickly to
the customer's needs.
Unisource has locations in forty-five states, every province of Canada and
in Mexico. Unisource's operations constitute the largest independent network
of paper distributors in the United States and Canada. Although substantial in
the aggregate, these operations compete separately in many different markets
against numerous competitors, including both independent distributors and
those owned by major paper manufacturers. Although its business is highly
competitive and its competitors numerous, Unisource believes that its
competitive position is strong. Unisource competes principally on the basis of
quality customer service, price and the range of products maintained in
inventory.
In fiscal 1995, Unisource acquired twelve companies, primarily in supply
systems target markets, with $152 million in annualized revenues, including
four companies in Mexico.
INFORMATION CONCERNING ALCO'S BUSINESS IN GENERAL
STOCK SPLIT
On November 9, 1995, the Company effected a two-for-one split of its common
stock in the form of a stock dividend to shareholders of record on October 27,
1995. All common share and per share amounts reported by Alco in its
consolidated financial statements have been adjusted to give retroactive
effect to the stock split.
UNISOURCE RESTRUCTURING PLAN
In September 1993, the Company adopted a plan to restructure Unisource's
distribution network, which included the following: installation of a
customer-focused information system, redesigning of warehouse and
transportation management functions, regionalization of management and
administrative support functions and consolidation of service center
locations. As a result of the restructuring, the Company recorded a pretax
charge of $175 million in the fourth quarter of fiscal 1993. At September 30,
1995, the remaining restructuring reserve was approximately $39 million, which
management believes is adequate to complete the restructuring plan in fiscal
1997.
BOARD AND MANAGEMENT CHANGES
In November 1995, John E. Stuart, who was appointed President and Chief
Executive Officer of Alco in August 1993, was named Chairman of the Board of
Directors, succeeding Ray B. Mundt. Mr. Mundt retired as an active employee of
Alco effective December 31, 1994 and will continue to serve as a member of the
Board.
In August 1995, Kurt E. Dinkelacker (who had been serving as Executive Vice
President and Chief Financial Officer of Alco) was named President of the Alco
Office Products Group. Mr. Dinkelacker will continue as an Executive Vice
President of Alco.
In January 1995, William T. Leith was named President of Unisource, and a
Vice President of Alco. Mr. Leith, who had been serving as Executive Vice
President for Unisource's U.S. Operations, now directs all of Unisource's
operations throughout the United States, Canada and Mexico.
2
Among other executive changes during fiscal 1995, Yves Montmarquette was
named President of Unisource Canada, succeeding Raymond (Pike) Peterson,
Donald R. Smallwood was appointed President of Unisource Distribuidora, and
William M. Laughlin was named Vice President, Acquisitions of Unisource.
In August 1995, Elisabeth H. Barrett was appointed Vice President--
Administrative Services of Alco.
In August 1995, Barbara Barnes Haupfuhrer, a member of the Board since 1988,
was named Chairman of the Independent Directors. J. Mahlon Buck, Jr., who has
been a director since 1984, retires from the Board in January 1996.
EQUITY OFFERINGS
In July 1995, Alco completed a public offering of 3,877,200 depositary
shares, each representing 1/100 of a share of Series BB conversion preferred
stock, and used the net proceeds of approximately $290 million to reduce
outstanding debt.
DIVESTITURES
In September, 1995, the Company sold its Central Products Company to
Spinnaker Industries, Inc. Central Products, which manufactures paper-based
carton sealing tapes, has annualized revenues of approximately $120 million.
SUPPLIERS AND CUSTOMERS
Products distributed by Alco are purchased from numerous domestic and
overseas suppliers. There has been no significant difficulty in obtaining
products from these suppliers. Supplier relationships are good and are
expected to continue. Neither AOP nor Unisource is dependent upon a single
customer, or a few customers, the loss of any one or more of which would have
a material adverse effect on Alco's business taken as a whole.
Many of Alco's operations are required to carry significant amounts of
inventory to meet rapid delivery requirements of customers. At September 30,
1995, inventories accounted for approximately 35% of Alco's total current
assets.
PROPRIETARY MATTERS
Alco has a number of patents, licenses and trademarks. Alco does not
believe, however, that any one patent, license or trademark is material to its
operations as a whole.
ENVIRONMENTAL REGULATION
Environmental laws and liabilities relating to Alco's current businesses
(which are primarily distribution operations) have not had and are not
expected to have a material adverse effect upon Alco's capital expenditures,
earnings or competitive position. Certain environmental claims, however, are
now pending against Alco for manufacturing or landfill sites relating to
predivestiture activities of discontinued operations. As a result of several
recent environmental remediation claims, and increased estimated costs
associated with existing environmental remediation sites (primarily related to
discontinued manufacturing operations divested by the Company in 1991 and
prior), the Company took a fourth quarter charge in fiscal 1995 to increase
its liabilities for environmental remediation. The discontinued operations
charge was approximately $24 million (approximately $17 million net of tax) or
$.14 per share. The adjustment reflects management's best estimate, based on
information currently available, of costs to be incurred for existing and
probable claims relating to discontinued operations.
While it is not possible to estimate what expenditures may be required in
order for Alco to comply with environmental laws or discharge environmental
liabilities in the future, Alco does not believe that such expenditures will
have a material adverse effect on it or its operations as a whole.
3
EMPLOYEES
At September 30, 1995, Alco had approximately 36,500 employees.
FOREIGN OPERATIONS
Alco's operations in Canada distribute paper, industrial supplies and
packaging products, and distribute and service office equipment. Alco's
European operations distribute and service office equipment. In June 1995,
Erskine Limited, a U.K. subsidiary of Alco, purchased all of the outstanding
shares of Southern Business Group PLC (SBG) and changed SBG's name to A:Copy
(UK) PLC ("A:Copy"). A:Copy has annualized revenues of approximately $86
million, and sells, leases, services and remanufactures copiers and other
office equipment in Southern England. In September 1995, AOP further expanded
its presence in the United Kingdom by acquiring Copymore PLC, an office
equipment distributor with approximately $52 million in annualized revenues.
Unisource expanded into Mexico during fiscal 1995, acquiring four new
companies with 18 locations.
Information concerning revenues, income before taxes and identifiable assets
of Alco's foreign operations for each of the three years in the period ended
September 30, 1995 set forth in note 9 to the consolidated financial
statements included on page 36 of Alco's 1995 Annual Report is incorporated
herein by reference. Revenues from exports during the last three fiscal years
were not significant.
There are additional risks attendant to foreign operations, such as possible
currency fluctuations and unsettled political conditions.
ITEM 2. PROPERTIES.
At September 30, 1995, Alco owned or leased facilities in fifty states, nine
Canadian provinces, in Europe and in Mexico. These properties occupy a total
of approximately 23 million square feet of which approximately 7 million
square feet are owned and the balance are leased under lease agreements with
various expiration dates. Alco believes that none of its properties is
materially important to its operations as a whole, and believes that its
facilities are suitable and adequate for the purposes for which they are used.
ITEM 3. LEGAL PROCEEDINGS.
During 1995, Alco agreed to pay $10 million to settle a claim by a former
subsidiary which had asserted that Alco was liable to it for certain employee
liabilities. This amount was primarily charged against existing reserves for
discontinued operations. The Company paid $5 million during 1995 with the
remaining $5 million to be paid over the next four years.
Alco does not believe that the outcome of lawsuits or other legal
proceedings to which it is a party will materially affect Alco or its
operations as a whole.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(No response to this item is required.)
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4
EXECUTIVE OFFICERS OF ALCO
The following is a list of Alco's executive officers, their ages and their
positions with Alco or its subsidiaries for the last five years.
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NAME AGE POSITION (AND YEAR ELECTED OR YEARS SERVED)
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John E. Stuart................... 51 Chairman (1995), Chief Executive Officer and
President (1993); Vice President (1989-1993) and
Group President (1985-1993)
William F. Drake, Jr. ........... 63 Vice Chairman (1984)
Kurt E. Dinkelacker.............. 42 Group President--Alco Office Products (1995) and
Executive Vice President (1993); Chief Financial
Officer (1993-1995); Executive Vice President--
Finance, Alco Office Products (1989-1991); Group
Controller, Alco Office Products (1987-1989)
Hugh G. Moulton.................. 62 Executive Vice President (1992); General Counsel
(1979-1994); Senior Vice President--
Administration (1983-1992)
Elisabeth H. Barrett............. 50 Vice President--Administrative Services (1995);
Director--Administrative Services (1994-1995);
Director--Corporate MIS/HR (1992-1993)
O. Gordon Brewer, Jr. ........... 58 Vice President--Finance (1986)
Kathleen M. Burns................ 43 Vice President (1994) and Treasurer (1989);
Assistant Treasurer (1987-1989)
J. Kenneth Croney................ 53 Vice President (1983), General Counsel (1994)
and Secretary (1983)
Stephen K. Deay.................. 48 Vice President--Tax (1993); Director--Taxes
(1989-1993)
Michael J. Dillon................ 42 Vice President (1994) and Controller (1993);
Group Controller, Alco Office Products (1991-
1993); Associate Audit Director (1991); Senior
Audit Manager (1987-1991)
William T. Leith................. 48 Group President--Unisource and Vice President
(1995); Executive Vice President--Unisource,
U.S. Operations (1994-1995); President--PCA
Central (1991-1994); President--Distribix (an
Alco Standard company) (1988-1991)
Charles R. Tilden................ 42 Vice President--Corporate Affairs (1994); Vice
President--Communications, Gencorp (1988-1994)
5
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The New York Stock Exchange is the principal market on which Alco's common
stock is traded (ticker symbol ASN). Alco's common stock is also traded on the
Philadelphia and Chicago Stock Exchanges. As of November 10, 1995, there were
approximately 14,561 holders of record of Alco's common stock. The information
regarding the quarterly market price ranges of Alco's common stock and
dividend payments under "Quarterly Data" on page 48 of the 1995 Annual Report
is incorporated herein by reference.
Alco currently expects to continue its policy of paying regular cash
dividends, although there can be no assurance as to future dividends because
they are dependent upon future operating results, capital requirements and
financial condition and may be limited by covenants in certain loan
agreements.
ITEM 6. SELECTED FINANCIAL DATA.
Information appearing under "Corporate Financial Summary" for fiscal 1991
through 1995 regarding revenues, income from continuing operations, income
from continuing operations per common share, total assets, total debt, serial
preferred stock and cash dividends per common share on pages 44 and 45 of the
1995 Annual Report is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Information appearing under "Financial Review" on pages 40 through 43 of the
1995 Annual Report is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Report of Independent Auditors and Consolidated Financial Statements of
Alco and its subsidiaries on pages 24 through 39 and the information appearing
under "Quarterly Data" for fiscal 1995 and 1994 on page 48 of the 1995 Annual
Report are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
(No response to this item is required)
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information regarding directors appearing in Alco's Notice of Annual Meeting
of Shareholders and Proxy Statement for the January 25, 1996 annual meeting of
shareholders (the "1996 Proxy Statement") is incorporated herein by reference.
Information regarding executive officers is set forth in Part I of this report
and additional information regarding executive officers appearing under
"Executive Compensation" in the 1996 Proxy Statement is incorporated herein by
reference.
ITEM 11. EXECUTIVE COMPENSATION.
Information appearing under "Executive Compensation" in the 1996 Proxy
Statement is incorporated herein by reference.
6
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information regarding security ownership of certain beneficial owners and
management appearing under "Security Ownership" in the 1996 Proxy Statement is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information appearing under "Certain Transactions" in the 1996 Proxy
Statement is incorporated herein by reference.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a)(1) and (2) List of Financial Statements and Financial Statement
Schedules.
The response to this portion of Item 14 is submitted on page F-1 hereof as a
separate section of this report.
(a) (3) List of Exhibits.*
The following exhibits are filed as a part of this report (listed by numbers
corresponding to the Exhibit Table of Item 601 in Regulation S-K):
3.1 Amended and Restated Articles of Incorporation of Alco Standard
Corporation ("Alco").
3.2 Code of Regulations of Alco, as amended February 9, 1982, filed as
Exhibit 3(b) to Alco's 1982 Form 10-K, is incorporated herein by
reference.
4.1 1993 Credit Agreement, dated as of September 30, 1993, among Alco,
Alco Office Products (U.K.) and various institutional lenders, filed
as Exhibit 4.1 to Alco's 1993 Form 10-K, is incorporated herein by
reference.
4.2 Revolving Credit and Acceptance Agreement, dated as of April 21,
1993, among Alco, Unisource Canada Inc. and The Toronto Dominion
Bank, filed as Exhibit 4.2 to Alco's 1993 Form 10-K, is incorporated
herein by reference. Amendment No. 1 to Revolving Credit and
Acceptance Agreement, filed as Exhibit 4.2 to Alco's 1994 10-K, is
incorporated herein by reference.
4.3 Credit Agreement, dated December 1, 1994, among Alco and various
institutional lenders, filed as Exhibit 4.8 to Alco's Registration
Statement No. 33-56437, is incorporated herein by reference.
Amendment No. 1 dated February 1, 1995.
4.4 Receivables Purchase Agreement and Guarantee between PCA Paper
Acquisition Inc., Stars Trust, Alco and Bank of Montreal, filed as
Exhibit 4.4 to Alco's 1992 10-K, is incorporated herein by
reference. Amendment dated September 30, 1994 to Receivables
Purchase Agreement, filed as Exhibit 4.4 to Alco's 1994 10-K, is
incorporated herein by reference.
4.5 Credit Agreement dated as of October 13, 1995 among Alco Office
Systems Canada, Inc., Deutsche Bank Canada, Chemical Bank of Canada
and Royal Bank of Canada.
4.6 Participation Agreement dated as of November 8, 1994 among Unisource
Worldwide, Inc. and AOP, Inc. as Lessees, Alco, as Guarantor, PPI
SPV, L.P., as Lessor, Pitcairn SPV Inc., as General Partner of
Lessor and Trust Company Bank, as Lender and Agent.
4.7 Rights Agreement dated as of February 10, 1988 between Alco and
National City Bank, filed on February 11, 1988 as Exhibit 1 to
Alco's Registration Statement on Form 8-A, is incorporated herein by
reference.
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4.8 Assumption Agreement and Amended and Restated Note Agreement dated
as of May 13, 1994 between Alco and the Prudential Insurance
Company of America, filed as Exhibit 4.5 to Alco's 1994 10-K, is
incorporated herein by reference. Amendment No. 1 dated September
30, 1995.
4.9 Note Purchase Agreement between Alco and various purchasers dated
July 15, 1995 for $55 million in 7.15% Notes due November 15, 2005.
4.10 Pursuant to Regulation S-K item 601(b)(iii), Alco agrees to furnish
to the Commission, upon request, a copy of other instruments
defining the rights of holders of long-term debt of Alco and its
subsidiaries.
10.1 Note Purchase Agreement, dated as of June 15, 1986 between Alco and
certain institutional investors, filed as Exhibit 4.2 to Alco's
Current Report, dated July 1, 1988, on Form 8-K, is incorporated
herein by reference.
10.2 Alco Standard Corporation Amended and Restated Long Term Incentive
Compensation Plan.**
10.3 Alco Standard Corporation Annual Bonus Plan, filed as Exhibit 10.3
to Alco's 1994 10-K, is incorporated herein by reference.**
10.4 Alco Standard Corporation Partners' Stock Purchase Plan, filed as
Exhibit 10.4 to Alco's 1994 10-K, is incorporated herein by
reference.**
10.5 Alco Standard Corporation 1981 Stock Option Plan, filed as Exhibit
10.5 to Alco's 1992 Form 10-K, is incorporated herein by
reference.**
10.6 Alco Standard Corporation Amended and Restated 1986 Stock Option
Plan.**
10.7 Alco Standard Corporation 1989 Directors' Stock Option Plan, filed
as Exhibit 10.3 to Alco's 1992 Form 10-K, is incorporated herein by
reference.**
10.8 Alco Standard Corporation 1993 Directors' Stock Option Plan, filed
as Exhibit 10.7 to Alco's 1993 Form 10-K, is incorporated herein by
reference.**
10.9 Alco Standard Corporation 1995 Stock Option Plan, filed as Exhibit
94 to Alco's Registration Statement No. 33-56469 on Form S-8, is
incorporated herein by reference.**
10.10 Alco Standard Corporation 1980 Deferred Compensation Plan, filed as
Exhibit 10.7 to Alco's 1992 Form 10-K, is incorporated herein by
reference.**
10.11 Alco Standard Corporation 1985 Deferred Compensation Plan, filed as
Exhibit 10.8 to Alco's 1992 Form 10-K, is incorporated herein by
reference.**
10.12 Alco Standard Corporation 1991 Deferred Compensation Plan, filed as
Exhibit 10.9 to Alco's 1992 Form 10-K, is incorporated herein by
reference.**
10.13 Alco Standard Corporation Retirement Plan for Non-Employee
Directors, filed as Exhibit 10.10 to Alco's 1992 Form 10-K, is
incorporated herein by reference.**
10.14 Alco Standard Corporation Amended and Restated 1994 Deferred
Compensation Plan.**
10.15 Indenture, dated as of April 1, 1986 between Alco and the Chase
Manhattan Bank, N.A., as Trustee, filed as Exhibit 4.1 to Alco's
Registration Statement No. 30-4829, is incorporated herein by
reference.
10.16 Support Agreement dated as of June 1, 1994 between Alco and Alco
Capital Resource, Inc. (Alco's leasing subsidiary), filed as
Exhibit 10.4 to Alco Capital Resource's Amended Registration
Statement in Form 10-12G/A dated May 27, 1994, is incorporated
herein by reference.
10.17 Maintenance Agreement, dated as of August 15, 1991 between Alco and
Alco Capital Resource, Inc. (Alco's leasing subsidiary), filed as
Exhibit 10.2 to Alco Capital Resource's Registration Statement on
Form 10 dated May 4, 1994, is incorporated herein by reference.
8
10.18 Operating Agreement, dated as of August 15, 1991 between Alco and
Alco Capital Resource, Inc. (Alco's leasing subsidiary), filed as
Exhibit 10.3 to Alco Capital Resource's Registration Statement on
Form 10 dated May 4, 1994, is incorporated herein by reference.
10.19 Agreement effective January 1, 1994 between Unisource Worldwide,
Inc. and Integrated Systems Solution Corporation, a subsidiary of
IBM, portions of which contain confidential material, filed as
Exhibit 10.20 to Alco's 1994 Form 10-K/A filed on March 17, 1995,
is incorporated herein by reference.
10.20 Receivables Transfer Agreement dated as of September 23, 1994 Among
Alco Capital Resource, Inc., Twin Towers, Inc. and Deutsche Bank
AG, New York Branch, portions of which contain confidential
material, filed as Exhibit 10.21 to Alco's 1994 10-K/A filed on
March 17, 1995, is incorporated herein by reference.
10.21 Distribution Agreement dated as of June 30, 1995 between Alco
Capital Resource, Inc. and various distribution agents.
10.22 Indenture dated as of July 1, 1994 between Alco Capital Resource,
Inc. and Nations Bank, N.A., as Trustee, filed as Exhibit 4 to Alco
Capital Resource's Registration Statement No. 33-53779, is
incorporated herein by reference.
10.23 Indenture dated as of July 1, 1995 between Alco Capital Resource,
Inc. and Chemical Bank, N.A., as Trustee.
11 Statement re: Computation of earnings per share.
12.1 Ratio of Earnings to Fixed Charges.
12.2 Ratio of Earnings to Fixed Charges Excluding Captive Finance
Subsidiaries.
12.3 Ratio of Earnings to Fixed Charges and Preferred Stock Dividends.
12.4 Ratio of Earnings to Fixed Charges and Preferred Stock Dividends
Excluding Captive Finance Subsidiaries.
13 Financial Section of Alco's Annual Report to Shareholders for the
fiscal year ended September 30, 1995 (which, except for those
portions thereof expressly incorporated herein by reference, is
furnished for the information of the Commission and is not "filed"
as part of this report).
21 Subsidiaries of Alco.
23 Auditors' Consent.
24 Powers of Attorney; certified resolution re: Powers of Attorney.
27 Financial Data Schedule.
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* Copies of the exhibits will be furnished to any security holder of Alco
upon payment of the reasonable cost of reproduction.
**Management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K.
On July 21, 1995, Alco filed a Current Report on Form 8-K to report under
Item 5 that its Articles of Incorporation had been amended to add a series of
preferred stock (Series BB).
On October 12, 1995, Alco filed a Current Report on Form 8-K to report under
Item 5 a pretax charge to discontinued operations for environmental
liabilities of approximately $24 million (approximately $17 million net of
tax) in the fourth quarter of fiscal 1995.
On October 18, 1995, Alco filed a Current Report on Form 8-K to report under
Item 5 certain information included in its October 17, 1995 press release,
including its fourth quarter earnings, a two-for-one common stock split and an
increase in its quarterly common stock dividend.
(c) The response to this portion of Item 14 is submitted in response to Item
14(a)(3) above.
(d) The response to this portion of Item 14 is contained on page S-1 of this
report.
9
ALCO STANDARD CORPORATION AND SUBSIDIARIES
ANNUAL REPORT ON FORM 10-K
ITEMS 14(A)(1) AND (2) AND 14(D)
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
FINANCIAL STATEMENTS: The following consolidated financial statements of
Alco Standard Corporation and its subsidiaries included in the 1995 Annual
Report to Shareholders are incorporated by reference in Item 8 of Part II of
this report:
Consolidated Statements of Income
--Fiscal years ended September 30, 1995, September 30, 1994 and
September 30, 1993
Consolidated Balance Sheets
--September 30, 1995 and September 30, 1994
Consolidated Statements of Cash Flows
--Fiscal years ended September 30, 1995, September 30, 1994 and
September 30, 1993
Consolidated Statements of Changes in Shareholders' Equity
--Fiscal years ended September 30, 1995, September 30, 1994 and
September 30, 1993
Notes to Consolidated Financial Statements
FINANCIAL STATEMENT SCHEDULES: The following consolidated financial
statement schedules of Alco Standard Corporation and its subsidiaries are
submitted in response to Item 14(d):
Schedule II--Valuation and Qualifying Accounts.
All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under
the related instructions or are inapplicable and, therefore, have been
omitted.
F-1
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES ACT OF
1934, THE REGISTRANT HAS DULY CAUSED THIS FORM 10-K FOR THE FISCAL YEAR ENDED
SEPTEMBER 30, 1995 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED.
Alco Standard Corporation
Date: November 14, 1995
/s/ Michael J. Dillon
By___________________________________
(MICHAEL J. DILLON) VICE PRESIDENT
AND CONTROLLER (PRINCIPAL
ACCOUNTING OFFICER)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
AMENDMENT ON FORM 10-K/A HAS BEEN SIGNED BELOW ON NOVEMBER 14, 1995 BY THE
FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES INDICATED.
SIGNATURES TITLE
*John E. Stuart Chairman, President, and Chief
- - ------------------------------------- Executive Officer (Principal
(JOHN E. STUART) Executive Officer)
/s/ Kurt E. Dinkelacker Executive Vice President and Chief
- - ------------------------------------- Financial Officer (Principal
(KURT E. DINKELACKER) Financial Officer)
/s/ Michael J. Dillon Vice President and Controller
- - ------------------------------------- (Principal Accounting Officer)
(MICHAEL J. DILLON)
*Ray B. Mundt Director
- - -------------------------------------
(RAY B. MUNDT)
*J. Mahlon Buck, Jr. Director
- - -------------------------------------
(J. MAHLON BUCK, JR.)
*Paul J. Darling Director
- - -------------------------------------
(PAUL J. DARLING)
*William F. Drake, Jr. Director
- - -------------------------------------
(WILLIAM F. DRAKE, JR.)
*James J. Forese Director
- - -------------------------------------
(JAMES J. FORESE)
*Frederick S. Hammer Director
- - -------------------------------------
(FREDERICK S. HAMMER)
*Barbara Barnes Hauptfuhrer Director
- - -------------------------------------
(BARBARA BARNES HAUPTFUHRER)
*Dana G. Mead Director
- - -------------------------------------
(DANA G. MEAD)
*Paul C. O'Neill Director
- - -------------------------------------
(PAUL C. O'NEILL)
*Rogelio G. Sada Director
- - -------------------------------------
(ROGELIO G. SADA)
*James W. Stratton Director
- - -------------------------------------
(JAMES W. STRATTON)
*By his signature set forth below, Hugh G. Moulton, pursuant to duly
executed Powers of Attorney duly filed with the Securities and Exchange
Commission, has signed this Form 10-K on behalf of the persons whose
signatures are printed above, in the capacities set forth opposite their
respective names.
/s/ Hugh G. Moulton November 14, 1995
- - -------------------------------------
(HUGH G. MOULTON)
ALCO STANDARD CORPORATION AND SUBSIDIARIES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
COL. A COL. B COL. C COL. D COL. E
------ ------ ------ ------------ -----------
ADDITIONS
-----------------------
CHARGED TO
BALANCE AT CHARGED TO OTHER BALANCE AT
BEGINNING COSTS AND ACCOUNTS-- DEDUCTIONS-- END OF
DESCRIPTION OF PERIOD EXPENSES DESCRIBE DESCRIBE PERIOD
----------- ----------- ----------- ----------- ------------ -----------
YEAR ENDED SEPTEMBER 30,
1995
- - ------------------------
Allowance for doubtful
accounts............... $29,428,000 $21,900,000 $17,249,000(1) $19,949,000(2) $48,628,000
YEAR ENDED SEPTEMBER 30,
1994
- - ------------------------
Allowance for doubtful
accounts............... $27,528,000 $19,668,000 $ 836,000(1) $18,604,000(2) $29,428,000
YEAR ENDED SEPTEMBER 30,
1993
- - ------------------------
Allowance for doubtful
accounts............... $23,947,000 $19,702,000 $ 4,768,000(1) $20,889,000(2) $27,528,000
- - --------
(1) Represents beginning balances of acquired companies.
(2) Accounts written off during year, net of recoveries.
S-1
ALCO STANDARD CORPORATION
VALLEY FORGE, PENNSYLVANIA 19482-0834
(610) 296-8000
EXHIBIT INDEX
EXHIBIT PAGE
NO. EXHIBIT NO.
------- ------- ----
3.1 Amended and Restated Articles of Incorporation of Alco Standard
Corporation ("Alco").
3.2 Code of Regulations of Alco, as amended February 9, 1982, filed
as Exhibit 3(b) to Alco's 1982 Form 10-K, is incorporated
herein by reference.
4.1 1993 Credit Agreement, dated as of September 30, 1993, among
Alco, Alco Office Products (U.K.) and various institutional
lenders, filed as Exhibit 4.1 to Alco's 1993 Form 10-K, is
incorporated herein by reference.
4.2 Revolving Credit and Acceptance Agreement, dated as of April
21, 1993, among Alco, Unisource Canada Inc. and The Toronto
Dominion Bank, filed as Exhibit 4.2 to Alco's 1993 Form 10-K,
is incorporated herein by reference. Amendment No. 1 to
Revolving Credit and Acceptance Agreement, filed as Exhibit 4.2
to Alco's 1994 10-K, is incorporated herein by reference.
4.3 Credit Agreement, dated December 1, 1994, among Alco and
various institutional lenders, filed as Exhibit 4.8 to Alco's
Registration Statement
No. 33-56437, is incorporated herein by reference. Amendment
No. 1 dated February 1, 1995.
4.4 Receivables Purchase Agreement and Guarantee between PCA Paper
Acquisition Inc., Stars Trust, Alco and Bank of Montreal, filed
as Exhibit 4.4 to Alco's 1992 10-K, is incorporated herein by
reference. Amendment dated September 30, 1994 to Receivables
Purchase Agreement, filed as Exhibit 4.4 to Alco's 1994 10-K,
is incorporated herein by reference.
4.5 Credit Agreement dated as of October 13, 1995 among Alco Office
Systems Canada, Inc., Deutsche Bank Canada, Chemical Bank of
Canada and Royal Bank of Canada.
4.6 Participation Agreement dated as of November 8, 1994 among
Unisource Worldwide, Inc. and AOP, Inc. as Lessees, Alco, as
Guarantor, PPI SPV, L.P., as Lessor, Pitcairn SPV Inc., as
General Partner of Lessor and Trust Company Bank, as Lender and
Agent.
4.7 Rights Agreement dated as of February 10, 1988 between Alco and
National City Bank, filed on February 11, 1988 as Exhibit 1 to
Alco's Registration Statement on Form 8-A, is incorporated
herein by reference.
4.8 Assumption Agreement and Amended and Restated Note Agreement
dated as of May 13, 1994 between Alco and the Prudential
Insurance Company of America, filed as Exhibit 4.5 to Alco's
1994 10-K, is incorporated herein by reference. Amendment No. 1
dated September 30, 1995.
4.9 Note Purchase Agreement between Alco and various purchasers
dated July 15, 1995 for $55 million in 7.15% Notes due November
15, 2005.
4.10 Pursuant to Regulation S-K item 601(b)(iii), Alco agrees to
furnish to the Commission, upon request, a copy of other
instruments defining the rights of holders of long-term debt of
Alco and its subsidiaries.
10.1 Note Purchase Agreement, dated as of June 15, 1986 between Alco
and certain institutional investors, filed as Exhibit 4.2 to
Alco's Current Report, dated July 1, 1988, on Form 8-K, is
incorporated herein by reference.
10.2 Alco Standard Corporation Amended and Restated Long Term
Incentive Compensation Plan.**
10.3 Alco Standard Corporation Annual Bonus Plan, filed as Exhibit
10.3 to Alco's 1994 10-K, is incorporated herein by
reference.**
10.4 Alco Standard Corporation Partners' Stock Purchase Plan, filed
as Exhibit 10.4 to Alco's 1994 10-K, is incorporated herein by
reference.**
10.5 Alco Standard Corporation 1981 Stock Option Plan, filed as
Exhibit 10.5 to Alco's 1992 Form 10-K, is incorporated herein
by reference.**
10.6 Alco Standard Corporation Amended and Restated 1986 Stock
Option Plan.**
1
EXHIBIT PAGE
NO. EXHIBIT NO.
------- ------- ----
10.7 Alco Standard Corporation 1989 Directors' Stock Option Plan,
filed as Exhibit 10.3 to Alco's 1992 Form 10-K, is incorporated
herein by reference.**
10.8 Alco Standard Corporation 1993 Directors' Stock Option Plan,
filed as Exhibit 10.7 to Alco's 1993 Form 10-K, is incorporated
herein by reference.**
10.9 Alco Standard Corporation 1995 Stock Option Plan, filed as
Exhibit 94 to Alco's Registration Statement No. 33-56469 on
Form S-8, is incorporated herein by reference.**
10.10 Alco Standard Corporation 1980 Deferred Compensation Plan,
filed as Exhibit 10.7 to Alco's 1992 Form 10-K, is incorporated
herein by reference.**
10.11 Alco Standard Corporation 1985 Deferred Compensation Plan,
filed as Exhibit 10.8 to Alco's 1992 Form 10-K, is incorporated
herein by reference.**
10.12 Alco Standard Corporation 1991 Deferred Compensation Plan,
filed as Exhibit 10.9 to Alco's 1992 Form 10-K, is incorporated
herein by reference.**
10.13 Alco Standard Corporation Retirement Plan for Non-Employee
Directors, filed as Exhibit 10.10 to Alco's 1992 Form 10-K, is
incorporated herein by reference.**
10.14 Alco Standard Corporation Amended and Restated 1994 Deferred
Compensation Plan.**
10.15 Indenture, dated as of April 1, 1986 between Alco and the Chase
Manhattan Bank, N.A., as Trustee, filed as Exhibit 4.1 to
Alco's Registration Statement No. 30-4829, is incorporated
herein by reference.
10.16 Support Agreement dated as of June 1, 1994 between Alco and
Alco Capital Resource, Inc. (Alco's leasing subsidiary), filed
as Exhibit 10.4 to Alco Capital Resource's Amended Registration
Statement in Form 10-12G/A dated May 27, 1994, is incorporated
herein by reference.
10.17 Maintenance Agreement, dated as of August 15, 1991 between Alco
and Alco Capital Resource, Inc. (Alco's leasing subsidiary),
filed as Exhibit 10.2 to Alco Capital Resource's Registration
Statement on Form 10 dated May 4, 1994, is incorporated herein
by reference.
10.18 Operating Agreement, dated as of August 15, 1991 between Alco
and Alco Capital Resource, Inc. (Alco's leasing subsidiary),
filed as Exhibit 10.3 to Alco Capital Resource's Registration
Statement on Form 10 dated May 4, 1994, is incorporated herein
by reference.
10.19 Agreement effective January 1, 1994 between Unisource
Worldwide, Inc. and Integrated Systems Solution Corporation, a
subsidiary of IBM, portions of which contain confidential
material, filed as Exhibit 10.20 to Alco's 1994 Form 10-K/A
filed on March 17, 1995, is incorporated herein by reference.
10.20 Receivables Transfer Agreement dated as of September 23, 1994
Among Alco Capital Resource, Inc., Twin Towers, Inc. and
Deutsche Bank AG, New York Branch, portions of which contain
confidential material, filed as Exhibit 10.21 to Alco's 1994
10-K/A filed on March 17, 1995, is incorporated herein by
reference.
10.21 Distribution Agreement dated as of July 1, 1995 between Alco
Capital Resource, Inc. and various distribution agents.
10.22 Indenture dated as of July 1, 1994 between Alco Capital
Resource, Inc. and Nations Bank, N.A., as Trustee, filed as
Exhibit 4 to Alco Capital Resource's Registration Statement No.
33-53779, is incorporated herein by reference.
10.23 Indenture dated as of July 1, 1995 between Alco Capital
Resource, Inc. and Chemical Bank, N.A., as Trustee.
11 Statement re: Computation of earnings per share.
12.1 Ratio of Earnings to Fixed Charges.
12.2 Ratio of Earnings to Fixed Charges Excluding Captive Finance
Subsidiaries.
2
EXHIBIT PAGE
NO. EXHIBIT NO.
------- ------- ----
12.3 Ratio of Earnings to Fixed Charges and Preferred Stock
Dividends.
12.4 Ratio of Earnings to Fixed Charges and Preferred Stock
Dividends Excluding Captive Finance Subsidiaries.
13 Financial Section of Alco's Annual Report to Shareholders for
the fiscal year ended September 30, 1995 (which, except for
those portions thereof expressly incorporated herein by
reference, is furnished for the information of the Commission
and is not "filed" as part of this report).
21 Subsidiaries of Alco.
23 Auditors' Consent.
24 Powers of Attorney; certified resolution re: Powers of
Attorney.
27 Financial Data Schedule.
- - --------
**Management contract or compensatory plan or arrangement.
3