<PAGE>
As filed with the Securities and Exchange Commission on December 16, 1996
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
-----------------------
UNISOURCE WORLDWIDE, INC.
(exact name of registrant as specified in charter)
DELEWARE 13-5369500
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
825 Duportail Road
Wayne, Pennsylvania 19087-5589
(Address of principal executive offices)(Zip Code)
--------------------------
UNISOURCE WORLDWIDE, INC.
PARTNERS' STOCK PURCHASE PLAN
(Full title of the Plan)
---------------------------
Hugh G. Moulton
Executive Vice President and Chief Administrative Officer
Unisource Worldwide, Inc.
825 Duportail Road
Wayne, Pennsylvania 19087-5589
(Name and address of agent for service)
(610) 296-8000
(Telephone number, including area code, of agent for service)
---------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price offering registration
be registered registered per unit price fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,000,000 $19.50(1) $19,500,000 $5,909
$0.001
par value
- --------------------------------------------------------------------------------
</TABLE>
(1) Calculated in accordance with Rule 457 (c) and (h) based upon the December
10, 1996 closing quotation for when-issued common stock on the New York
Stock Exchange.
<PAGE>
PART I
------
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
- -------------------------
A prospectus setting forth the information required by Part I of Form S-8
will be sent or given to participants as specified by Rule 428(b)(1).
Item 2. Registrant Information and Employee Plan Annual Information
- --------------------------------------------------------------------
The documents incorporated by reference in Item 3 of Part II of this Form
S-8 are incorporated by reference in the Section 10(a) prospectus relating to
this registration statement. The foregoing documents and all other documents
required to be delivered to employees pursuant to Rule 428(b) are available
without charge, upon written or oral request, to Unisource Worldwide, Inc., 825
Duportail Road, Wayne, PA 19087, Attn: Corporate Communications Department
(telephone number: (610) 296-8000).
PART II
-------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
- ------------------------------------------------
The Registrant's Registration Statement on Form 10 (effective November 26,
1996) is incorporated by reference by the Registrant and the Plan in this
registration statement.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment indicating that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be part thereof from the date of filing of such documents.
Item 4. Description of Securities
- ----------------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel
- -----------------------------------------------
Not applicable.
<PAGE>
Item 6. Indemnification of Directors and Officers
- -------------------------------------------------
The Delaware General Corporation Law (the "DGCL"), under which the
Registrant is organized, provides that the Registrant may indemnify persons who
incur certain liabilities or expenses by reason of such persons being or having
been directors, officers or employees of the Registrant or serving or having
served in such capacities or similar capacities at the Registrant's request for
other corporations or entities. Pursuant to the DGCL, the Registrant has
adopted, as part of its By-Laws, provisions whereby the Registrant shall
indemnify such persons against such liabilities and expenses resulting from
suits or other proceedings brought by third persons and against expenses
resulting from suits or other proceedings brought in the right of the
Registrant. No indemnification against expenses is to be made, however, in
respect of (i) any breach of the director's duty of loyalty to the Registrant or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL, relating to prohibited dividends, distributions and repurchases or
redemptions of stock, or (iv) for any transaction for which the director derives
and improper personal benefit.
As permitted by law, the Registrant has purchased liability insurance
policies covering its directors and officers to provide protection where the law
does not allow the Registrant to indemnify a director or officer. The policies
also provide coverage for indemnifiable expenses, including expenses related to
claims arising under the Employment Retirement Income Security Act against a
director or officer based upon an alleged breach of fiduciary duty or other
wrongful act with respect to an employee benefit plan.
Item 7. Exemption from Registration Claimed
- -------------------------------------------
Not applicable.
Item 8. Exhibits
- ----------------
(4) Rights Agreement, between the Registrant and National City Bank, the
form of which was filed as Exhibit 2.2 to the Registrant's
Registration Statement on Form 10 (effective November 26, 1996), is
incorporated herein by reference.
(5) Opinion of Morgan, Lewis & Bockius as to the validity of the
securities.
(23) Consent of Independent Auditors.
(99) Unisource Worldwide, Inc. Partners' Stock Purchase Plan.
<PAGE>
Item 9. Undertakings
- --------------------
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
<PAGE>
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressly
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8, and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Valley Forge, Pennsylvania, on the 13th day of December,
1996.
UNISOURCE WORLDWIDE, INC.
Date: December 13, 1996 By: /s/ Jack H. Keeney
------------------------------
(Jack H. Keeney)
Vice President-Finance
(Principal Accounting Officer
and Acting Principal
Financial Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Ray B. Mundt Chairman and Chief December 13, 1996
- ------------------------- Executive Officer
(Ray B. Mundt) (Principal Executive Officer)
/s/ Charles F. White President and Chief December 13, 1996
- ------------------------- Operating Officer
(Charles F. White)
/s/ Jack H. Keeney Vice President-Finance December 13, 1996
- ------------------------- (Principal Accounting
(Jack H. Keeney) Officer and Acting
Principal Financial Officer)
/s/ John E. Stuart Sole Director December 13, 1996
- -------------------------
(John E. Stuart)
</TABLE>
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Valley Forge,
Commonwealth of Pennsylvania, on December 13, 1996.
By: /s/ ALISTAIR McCREE
--------------------------------------
Name: (Alistair McCree)
---------------------------------
Title: Director - Unisource Retirement Plans
---------------------------------------
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit
Number Exhibits
- ------ --------
(4.1) Rights Agreement between the Registrant
and National City Bank, the form of which
was filed as Exhibit 2.2 to the Registrant's
Registration Statement on Form 10 (effective
November 26, 1996), is incorporated herein
by reference.
(5) Opinion of Morgan, Lewis & Bockius as to
the validity of the securities.
(23) Consent of Independent Auditors.
(99) Unisource Worldwide, Inc. Partners' Stock
Purchase Plan.
<PAGE>
December 11, 1996
Unisource Worldwide, Inc.
825 Duportail Road
Wayne, Pennsylvania 19087
Re: Unisource Worldwide, Inc. Registration Statement on Form S-8
-------------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Unisource Worldwide, Inc., a Delaware corporation
(the "Company"), in connection with the preparation of a registration statement
on Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act"),
relating to 1,000,000 shares of the Company's common stock, $0.001 par value per
share (the "Common Stock"), under the Company's Partners' Stock Purchase Plan
(the "Plan"). We have examined copies of the Plan, the Company's restated
certificate of incorporation and such certificates, records, statutes and other
documents as we have deemed relevant in rendering this opinion. As to matters
of fact, we have relied on representations of officers of the Company. In our
examination we have assumed the genuineness of documents submitted to us as
originals and the conformity with the original of all documents submitted to us
as copies thereof.
Based on the foregoing, it is our opinion that the shares of Common Stock, when
issued or allocated to participants in accordance with the terms of the Plan,
will represent validly issued, fully paid and nonassessable shares of Common
Stock.
The opinion set forth above is limited to the General Corporation Law of the
State of Delaware.
<PAGE>
Unisource Worldwide, Inc.
Page 2
We hereby consent to the use of this opinion as Exhibit 5 to the Registration
Statement. In giving such opinion, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
<PAGE>
Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) of Unisource Worldwide, Inc. pertaining to the Unisource Worldwide, Inc.
Partners' Stock Purchase Plan of our reports dated October 16, 1996 (except for
Notes 1 and 9, as to which the date is November 22, 1996), with respect to the
consolidated financial statements and schedule of Unisource Worldwide, Inc.
included in its Registration Statement on Form 10 filed with the Securities and
Exchange Commission on November 26, 1996.
Ernst & Young LLP
Philadelphia, Pennsylvania
December 16, 1996
<PAGE>
Exhibit 99
UNISOURCE WORLDWIDE, INC.
PARTNERS' STOCK PURCHASE PLAN
1. Purpose. The purposes of this Partners' Stock Plan (the "Plan") of
-------
Unisource Worldwide, Inc. ("Unisource") is to secure for Unisource and its
stockholders the benefits of the incentive which an interest in the ownership of
common stock of Unisource will provide to directors and those employees and
consultants who will be responsible for Unisource's future growth and continued
success.
2. Participation. Only "Eligible Persons" (as hereinafter defined) shall
-------------
be entitled to participate in the Plan. An "Eligible Person" shall be a director
of Unisource, or a full-time or part-time employee of Unisource, or of a
subsidiary, or a consultant to Unisource or a subsidiary, who shall have been
designated as a "Partner of Unisource" by the Board of Directors of Unisource. A
subsidiary whose employees or consultants may be considered for participation in
the Plan is any present or future corporation of which Unisource or a subsidiary
of Unisource owns stock representing fifty percent or more of the combined
voting power of all classes of stock of such corporation ("Eligible Subsidiary"
or "Subsidiary"). An Eligible Subsidiary, for this purpose, may be either a
domestic or foreign corporation, provided, however, that participation by a
foreign corporation is subject to approval by the Board of Directors.
An Eligible Person may become a participant in the Plan ("Participant") by
delivering to Unisource or to a Subsidiary the prescribed election form or
enrolling in the Plan through the Plan's automated telephone system. The first
election shall generally be effective on the first day of the calendar month
next succeeding the month in which the election form is delivered (the "Entry
Date"). Any election thereafter to increase, decrease, or discontinue
contributions to the Plan shall generally become effective as of the next
succeeding Entry Date. A succeeding Entry Date is the first day of the
succeeding month.
3. Contributions by Participants. All contributions by Participants
-----------------------------
shall be through pay deduction. The amount of such deduction shall be fixed in
the election form delivered by the Participant, but shall not be less than 2%
and shall not exceed 15% of the Participant's "Base Compensation," provided,
however, that a Participant shall also be entitled to contribute an amount which
is within the foregoing percentages of the Participant's cash bonus compensation
which may be payable on an annual basis to the Participant after September 30 of
each year as a percentage of Base Compensation. In the event a Participant also
participates in the Unisource Retirement Savings Plan, the foregoing 15%
contribution limitation shall be reduced by the percentage which is used as the
basis for calculation of matching company contributions under such plan. "Base
Compensation" shall mean (a) monthly base salary, including: i) amounts deferred
pursuant to the Unisource Retirement Savings Plan, ii) base salary amounts set
aside in any cafeteria plan qualified under Section 125 of the Internal Revenue
Code, and iii) base salary or annual bonus amounts deferred pursuant to any
deferred compensation plan maintained by Unisource or any Subsidiary; (b) annual
director, committee and trustee fees, including amounts deferred pursuant to the
Unisource Directors' Stock Option Plan; or (c) consulting fees in the case of
consultants.
4. Contributions by Unisource or a Subsidiary. Unisource or a Subsidiary
------------------------------------------
shall contribute into the Plan with respect to each Participant an amount equal
to 50% of the Participant's contributions. In addition to the foregoing amount,
as soon as administratively practicable after September 30 of each
<PAGE>
year, Unisource or a Subsidiary shall contribute to each Participant's account
an amount equal to 50% of the Participant's contributions during the preceding
12-month period from October 1 to September 30 (the "Previous Fiscal Year"),
provided the Business Unit (as hereinafter defined) employing such Participant
has achieved its Target Performance (as hereinafter defined) for the Previous
Fiscal Year. "Business Unit" shall mean Unisource, or each region, division,
subsidiary or other grouping within Unisource or a Subsidiary, as the case may
be.
In addition to the foregoing, Unisource or a Subsidiary shall contribute to
each Participant's account an additional amount equal to 50% of the Participant
contributions during the Previous Fiscal Year, provided the following conditions
are met:
(a) the Business Unit employing such Participant has achieved its Target
Performance for the Previous Fiscal Year (and the Participant has therefore
received the additional 50% Company contribution described above); and
(b) Unisource as a corporation has achieved its Target Performance for the
year.
"Target Performance" shall, in the case of groups and companies, have the
meaning set forth in the Unisource Bonus Plan, as from time to time in
effect for each group and each company, and in the case of Unisource corporate
partners, including nonemployee directors, the performance which earns a bonus
for Unisource corporate officers equal to 100% of target as established from
time to time by the Human Resources Committee of the Board of Directors. Except
as otherwise authorized by the Plan Committee appointed pursuant to Paragraph
13, the Participant must be an employee or director of Unisource or Subsidiaries
on September 30 of the Previous Fiscal Year in order to be eligible to receive
the additional 50% Business Unit or 50% Unisource matching company contribution.
The contribution of each Participant, together with Unisource's or a
Subsidiary's contribution, will be applied to the purchase of shares of
Unisource common stock as hereinafter described.
5. Trustee. The Board of Directors shall name and designate a Trustee or
-------
Trustees (hereinafter "Trustee"), who shall enter into a Trust Agreement with
Unisource in a form approved by the Board of Directors. The Board shall have the
power to approve amendments to the Trust Agreement, remove any Trustee, and
designate a successor Trustee or Trustees. The assets of the Plan shall be held
in trust by the Trustee for use in accordance with the Plan in providing for the
benefits hereunder. Before the satisfaction of all liabilities under the Plan
in the event of termination of the Plan, none of the assets held by the Trustee
shall be used for or diverted to purposes other than for the exclusive benefit
of Participants and their beneficiaries except as expressly provided in this
Plan and in the Trust Agreement. No persons shall have any interest in, or right
to, any part of the assets or income held by the Trustee, except as and to the
extent expressly provided in this Plan and the Trust Agreement.
6. Purchases of Unisource Common Stock. As soon as is practicable after the
-----------------------------------
end of each month, the Trustee shall allocate to the account of each
Participant, out of shares of Unisource common stock acquired by the Trustee for
such purpose, such number of full shares and such fractional interest in a share
of Unisource common stock as may be purchased by funds in each Participant's
account at the end of such month representing contributions by the Participant
and by Unisource or a Subsidiary. Such allocation of shares shall be at the
average cost to the Trustee of the shares allocated to all Participants'
accounts at such time. Shares purchased with funds contributed by the
Participant shall be registered in the name of the Participant or in such other
name or names as the Participant may have designated in the prescribed election
form. Shares purchased with funds contributed by Unisource or a Subsidiary shall
be registered in the name of the Trustee. Any dividends shall be paid on all
shares held in the Plan at the close of business on the record date.
Shares of Unisource common stock shall be purchased by the Trustee from
time to time out of funds received by the Trustee under the Plan, either (a) on
the open market, or (b) in private transactions, including, without limitation,
from Unisource, a Subsidiary, or any predecessor corporation, any individual or
any employee benefit plan maintained by Unisource, a Subsidiary or any
predecessor corporation; provided, however, that all such purchases shall be at
not more than the then current fair market value of Unisource common stock. The
Trustee shall also hold for the purpose of allocation to
<PAGE>
accounts of Participants as above provided shares of Unisource common stock
forfeited under the provisions of Paragraph 11 herein.
7. Stock Rights, Stock Splits and Stock Dividends. The Trustee, in its
----------------------------------------------
discretion, may exercise or sell any rights to purchase any securities
appertaining to shares of common stock held by the Trustee, whether or not
allocated to individual accounts. The accounts of Participants shall be
appropriately credited. Securities received by the Trustee by reason of a stock
split, a stock dividend or other distribution shall also be appropriately
allocated to the accounts of Participants.
8. Voting of Common Stock. The Trustee shall vote all shares of common
----------------------
stock purchased with the contributions of Unisource or a Subsidiary (and any
unvested shares of IKON stock held by the Trustees) and held by the Trustee in
such manner as the Trustee shall, in the Trustee's discretion, determine. In the
event of a tender offer for Shares of common stock held by the Trustee, the
Trustee shall tender or not tender shares held by the Plan in the Trustee's
discretion.
9. Interest of the Participant in Shares. An account will be maintained
-------------------------------------
for each Participant showing the number of shares of Unisource common stock
purchased by the Participant and by Unisource or a Subsidiary for the benefit of
the Participant. An account will also be maintained for each participant showing
the number of shares of IKON Office Solutions stock if any, purchased by Alco
Standard Corporation ("Alco") for the benefit of the Participant prior to the
Unisource spin-off. A Participant shall at all times have a vested interest in
the shares of common stock in his account purchased with his contributions. A
Participant's interest in the shares purchased with the contributions of
Unisource, a Subsidiary or Alco shall not be immediately vested but shall vest
in five equal annual installments, beginning January 2 of the second full
calendar year following the year of purchase of such shares. The foregoing
vesting schedule is subject to the provisions of Paragraph 11 hereof regarding
termination of participation in the Plan.
10. Former Participants in the Alco Partner's Stock Purchase Plan.
-------------------------------------------------------------
On January 1, 1997, Participants who were participants in the Alco Partners'
stock Purchase Plan on December 31, 1996 will automatically become Participants
in the Plan. All assets held as of December 31, 1996 in the Alco Partners' Stock
Purchase Plan on behalf of Participants (including IKON unvested shares and the
Unisource dividend attributable to such unvested shares) will be transferred to
the Participant's account in the Plan. Effective January 1, 1997, such
Participants will have unvested common shares of both IKON and Unisource in
their accounts. These shares, which are attributable to company contributions
made by Alco prior to January 1, 1997, will continue to vest in accordance with
the terms of the Plan (vesting 20% per year, beginning January 2 of the second
full calendar year following the year of purchase). Such shares of IKON and
Unisource will be distributed to Partners as they vest, subject to the
forfeiture provisions described in "Termination of Participation," below.
11. Conversion of IKON shares into Unisource shares. Participants
-----------------------------------------------
who have unvested shares of IKON in their accounts may convert such unvested
IKON shares into unvested Unisource shares by directing the Trustee to sell any
or all unvested IKON shares held for the Participant's account and to purchase
unvested shares of Unisource common stock. Any such purchases and sales will be
made at a price equal to the closing price of IKON and Unisource, respectively,
on the New York Stock Exchange on the last day of the month in which the
Participant's election to convert is made (for telephonic elections) or received
by the Administrator (for written elections). Any such conversions will not
affect the vesting schedule of the shares in the Participant's account.
12. Voting Rights. Each Participant is entitled to exercise full voting
-------------
rights with respect to common stock which has been distributed from the Plan.
Voting rights with respect to common stock purchased with funds contributed by
Unisource, its Subsidiaries or Alco which have not vested may be exercised only
by the Trustees.
<PAGE>
13. Share Certificates and Distribution of Dividends. After the end of
------------------------------------------------
each calendar month there shall be distributed to each Participant a stock
certificate registered in the name of the Participant, or in such other name or
names as he may have designated in the prescribed election form, representing
the number of whole shares of Unisource common stock purchased during the
preceding calendar month from funds contributed by the Participant. In the
alternative, the Participant may elect to have Unisource's transfer agent,
National City Bank, hold such certificate for the Participant's account though
its book entry system.
After the end of each calendar year, there shall be distributed to each
Participant stock certificate(s) registered in the name of the Participant, or
in such other name or names as she may have designated in the prescribed
election form, representing 1) the number of whole shares of Unisource common
stock purchased from funds contributed by Unisource or a Subsidiary in which the
Participant's interest shall have vested and 2) the number of whole shares of
IKON purchased from funds contributed by Alco in which the Participant's
interest shall have vested. In the alternative, the Participant may elect to
have Unisource's transfer agent. National City Bank, hold such certificate(s)
for the Participant's account through its book entry system. Concurrently, there
shall be furnished to each Participant an annual statement which shall reflect
the amount of his contributions to date, the corresponding contributions by
Unisource or a Subsidiary to date, the aggregate cost of the shares represented
by the certificates distributed to the Participant, the fractional share, if
any, to which the Participant may be entitled, and the number of shares of
Unisource and IKON common stock in the Participant's account in which his
interest shall not have vested. A similar statement will be furnished on
termination of participation in the Plan. Ordinary cash dividends on all shares
of common stock, whether or not such shares have vested, will be distributed
currently.
14. Termination of Participation. If a Participant ceases to be an
----------------------------
Eligible Person because of retirement, total disability (as defined by
Unisource's Long Term Disability Plan), or death, his participation in the Plan
shall automatically terminate as of the end of the calendar month of his
retirement, total disability or death, and the Participant's interest in all
shares of common stock in his account shall immediately vest and there shall be
delivered to the Participant, or to the estate of a deceased Participant (a) a
stock certificate registered in the name of the Participant, or such other name
or names as he may have designated in the prescribed election form, representing
any whole shares of Unisource in the Participant's account purchased from funds
contributed by the Participant which have not been previously distributed to
him, (b) stock certificate(s) registered in the name of the Participant, or such
other name or names as he may have designated, representing the whole shares of
Unisource or IKON in the Participant's account purchased from funds contributed
by Unisource a Subsidiary or Alco and (c) cash representing the value of any
fractional share to which the Participant is entitled as of the effective date
of termination of his participation in the Plan. The term "retirement" as used
above shall mean (a) as to an employee, termination of employment with Unisource
or a Subsidiary at or after the earlier of (i) the earliest age on which a
Participant may retire pursuant to the terms of the defined benefit pension plan
sponsored by Unisource or a Subsidiary in which the Participant is then
participating or (ii) a Participant's attainment of age sixty (60), or (b) as
to a director or consultant, termination of such status at any time.
If a Participant ceases to be an Eligible Person because of any reason
other than retirement, total disability, or death, his participation in the Plan
shall automatically terminate as of the end of the calendar month of his
cessation as an Eligible Person, unless otherwise determined by the Plan
Committee or the Board of Directors. Upon such termination of participation, the
Participant will retain his interest in all assets in his account which have
vested. The Participant shall receive stock certificate(s) representing any
vested shares, together with cash representing the value of any fractional share
to which the Participant is entitled. The Participant's interest will terminate
in all assets which have not yet vested, unless otherwise determined by the Plan
Committee or the Board of Directors. The assets in the Participant's account
which have not vested will thereafter be available to reduce the number of
shares otherwise required to be purchased with contributions by Unisource or a
Subsidiary under the Plan.
<PAGE>
15. Expenses. In addition to its contributions, Unisource or its
--------
Subsidiary will pay all fees and expenses incurred in connection with the Plan,
except that brokerage fees or commissions incurred in the purchase of shares of
Unisource common stock shall be considered part of the cost of the shares and
shall be paid from contributions under the Plan. No charge or deduction for any
expenses will be made to a Participant upon the termination of his participation
under the Plan or upon the distribution of certificates representing shares of
Unisource common stock purchased with his contributions or the contributions of
Unisource or a Subsidiary.
16. Administration. The Board of Directors shall appoint a Plan
--------------
Committee, which Plan Committee shall consist of at least three persons to serve
at the pleasure of the Board. The Plan Committee shall appoint an
Administrator, who shall be responsible for the general administration of the
Plan under the policy guidance of the Plan Committee. The Administrator shall
be in the employ of Unisource and shall receive no special or additional
compensation, other than reimbursement of expenses, for his service as
Administrator.
The Administrator and Plan Committee shall have all powers and duties
necessary to administer the Plan in accordance with its terms and applicable
law. Any construction, interpretation, or application of the Plan by the
Administrator or the Plan Committee shall be final, conclusive and binding on
all persons.
17. Powers and Duties of Plan Committee. In addition to any duties and
-----------------------------------
powers described elsewhere herein, the Plan Committee shall have the following
specific duties and powers:
(i) to retain such consultants, accountants and attorneys, as deemed
necessary or advisable, to render statements, reports and advice with
respect to the Plan and to assist the Plan Committee in complying with
all applicable rules and regulations affecting the Plan (such
consultants, accountants or attorneys may be the same as those
retained by Unisource);
(ii) to decide appeals from adverse determinations of the Administrator
with respect to eligibility for or amounts of benefits under the Plan;
and
(iii) to supervise the duties of the Administrator.
18. Powers and Duties of Administrator. In addition to the duties and
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powers described elsewhere herein, the Administrator shall have the following
specific duties and powers:
(i) under the supervision of the Plan Committee, to establish rules,
regulations and procedures to carry out the provisions of the Plan;
(ii) to resolve questions or disputes relating to eligibility for benefits
or the amount of benefits under the Plan;
(iii) to conduct the day-to-day administration of the Plan subject to the
control and guidance of the Plan Committee;
(iv) to interpret the provisions of the Plan;
(v) to evaluate administrative procedures;
(vi) to retain such consultants, accountants and attorneys, as deemed
necessary or advisable, to render statements, reports and advice with
respect to the Plan and to assist the Administrator in complying with
all applicable rules and regulations affecting the Plan (such
consultants, accountants or attorneys may be the same as those
retained by Unisource); and
(vii) to delegate such duties and powers as the Administrator shall
determine from time to time, to any person or persons.
<PAGE>
19. Functioning of Administrator and Plan Committee. The Administrator and
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Plan Committee shall keep accurate records and minutes of meetings,
interpretations and decisions. The Plan Committee shall act by majority vote of
the members.
20. Adverse Determinations. If, at any time, the Administrator makes a
----------------------
determination adverse to a Participant or other claimant with respect to a
written claim for benefits or participation under the Plan, the Administrator
shall notify the claimant in writing of such determination.
21. Appeals from Adverse Determinations. A Participant or any other
-----------------------------------
claimant who receives notice of an adverse determination by the Administrator
with respect to his claim may request in writing, within 60 days of receipt of
such notice, a review of the Administrator's determination by the Plan
Committee. The Plan Committee shall render a decision within 90 days of receipt
of a request for review.
22. Deemed Denials. If for any reason the written notice of denial
--------------
described in Paragraph 17 is not furnished within 90 days of the Administrator's
receipt of a claim for benefits, the claim shall be deemed denied. Likewise, if
for any reason the written decision on review described in Paragraph 18 is not
furnished within the time prescribed, the claim shall be deemed to be denied
on review.
23. Indemnification. The Administrator, each member of the Plan Committee
---------------
and each Trustee shall be indemnified by Unisource against expenses (other than
amounts paid in settlement to which Unisource does not consent) reasonably
incurred by him in connection with any action to which he may be a party by
reason of his performance of administrative functions and duties under the Plan,
except in relation to matters as to which he shall be adjudged in such action to
be personally guilty of willful misconduct or gross negligence in the
performance of his duties. The foregoing right to indemnification shall be in
addition to such other rights as the Administrator, Plan Committee member or
Trustee may enjoy as a matter of law or by reason of insurance coverage of any
kind. Rights granted hereunder shall also be in addition to and not in lieu of
any rights to indemnification to which the Administrator, the Plan Committee
member or Trustee may be entitled pursuant to the By-laws of Unisource.
24. Amendment and Termination. The Board of Directors of Unisource may
-------------------------
terminate the Plan at any time and may amend the Plan from time to time in any
respect; provided, however, that upon any termination of the Plan, all unvested
assets in the Participants' account shall become fully vested, and shall be
distributed to the Participants as soon as administratively practicable, and
provided further that no amendment to the Plan shall materially affect the right
of a Participant to receive his interest in the assets in his account, whether
vested or unvested.
25. Government and Other Regulations. The obligation of Unisource or a
--------------------------------
Subsidiary to make contributions under the Plan, and the obligation of Unisource
or a Subsidiary to purchase shares of Unisource common stock under the Plan,
shall be subject to all applicable laws, rules and regulations, and to such
approvals by any governmental agencies as may be required.
26. Non-Alienation. No Participant shall be permitted to assign, alienate,
--------------
sell, transfer, pledge, or otherwise encumber his interest under the Plan prior
to the distribution of stock certificates to him. Any attempt to assign,
alienate, sell, transfer, pledge, or otherwise encumber a Participant's interest
under the Plan prior to distribution of stock certificates shall be void and of
no effect.
