<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal year ended December 31, 1997
----------------------------
- OR -
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to ________________
Commission file number 1-14482
-------
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below: UNISOURCE WORLDWIDE, INC. RETIREMENT SAVINGS
PLAN.
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office: UNISOURCE WORLDWIDE, INC., 1100 CASSATT
ROAD, BERWYN, PENNSYLVANIA, 19312.
<PAGE>
FINANCIAL STATEMENTS AND SCHEDULES
UNISOURCE WORLDWIDE, INC.
RETIREMENT SAVINGS PLAN
YEAR ENDED DECEMBER 31, 1997
<PAGE>
UNISOURCE WORLDWIDE, INC.
RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AND SCHEDULES
Year ended December 31, 1997
CONTENTS
Report of Independent Auditors............................................1
Audited Financial Statements
Statement of Net Assets Available for Benefits............................2
Statement of Changes in Net Assets Available for Benefits.................3
Notes to Financial Statements.............................................4
Schedules
Assets Held for Investment Purposes......................................12
Reportable Transactions..................................................13
<PAGE>
Report of Independent Auditors
The Trustee
Unisource Worldwide, Inc.
Retirement Savings Plan
We have audited the accompanying statement of net assets available for benefits
of the Unisource Worldwide, Inc. Retirement Savings Plan as of December 31,
1997, and the related statement of changes in net assets available for benefits
for the year then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Unisource
Worldwide, Inc. Retirement Savings Plan at December 31, 1997, and the changes in
its net assets available for benefits for the year then ended, in conformity
with generally accepted accounting principles.
Our audit was performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes as of December 31, 1997 and reportable transactions
for the year then ended, are presented for purposes of complying with the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974, and are not a required part
of the financial statements. The supplemental schedules have been subjected to
the auditing procedures applied in our audit of the financial statements and, in
our opinion, are fairly stated in all material respects in relation to the
financial statements taken as a whole.
Date: May 15, 1998 By: /s/ Ernst & Young LLP
---------------------
1
<PAGE>
UNISOURCE WORLDWIDE, INC.
RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1997
ASSETS
Investments:
Cash and cash equivalents $ 19,125,121
IKON Office Solutions, Inc. common stock 119,959,252
Unisource Worldwide, Inc. common stock 52,427,043
Investment funds 115,210,379
Participant loans 10,612,827
---------------
317,334,622
Transfers receivable from merged plans 2,250,768
Investment income receivable 734,020
Contribution and other receivables 573,937
---------------
320,893,347
LIABILITIES
Accrued administrative expenses 160,252
---------------
Net assets available for benefits $ 320,733,095
===============
SEE ACCOMPANYING NOTES.
2
<PAGE>
UNISOURCE WORLDWIDE, INC.
RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 1997
Additions:
Transfer of assets from IKON Office Solutions, Inc.
Retirement Savings Plan $ 361,438,780
Employee contributions 23,697,437
Employer contributions 11,447,955
Assets transferred or receivable from merged plans 16,365,244
Dividend income 4,455,867
Interest income 4,150,020
---------------
Total additions 421,555,303
Deductions:
Benefits paid to participants 30,300,381
Administrative expenses 1,045,997
---------------
Total deductions 31,346,378
---------------
390,208,925
Realized and unrealized loss on investments (69,475,830)
---------------
Net assets available for benefits at end of year $ 320,733,095
===============
SEE ACCOMPANYING NOTES.
3
<PAGE>
UNISOURCE WORLDWIDE, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES
Employee contributions and related employer required matching contributions are
recognized when employee contribution amounts are withheld from the employees'
pay.
The market values of the IKON Office Solutions, Inc. ("IKON") and Unisource
Worldwide, Inc. ("Unisource") common stock are determined by use of the last
reported sales price on the last business day of the year, as reported on a
national securities exchange.
Cash equivalents are valued at cost which is equal to market value. All highly
liquid investments with maturities of three months or less when purchased are
considered to be cash equivalents.
Investment funds consist of the Stable Value Fund, Vanguard Institutional Index
Fund, Balanced Fund, PBHG Growth Fund, and American Funds' EuroPacific Growth
Fund.
Guaranteed investment contracts held in the Stable Value Fund are valued at fair
value. Investments in the Vanguard Institutional Index Fund, Balanced Fund, PBHG
Growth Fund, and American Funds' EuroPacific Growth Fund are stated at fair
market value which is determined on the last day of the plan year based on the
portfolio of investments owned by the particular funds on that date.
Participant loans are valued at their outstanding balances, which approximate
fair value.
Realized and unrealized gain or loss on investments represents the difference
between the proceeds received and the cost of investments sold and the sum of
the change in the difference between December 31 market value and cost of
investments.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates and assumptions.
2. DESCRIPTION OF THE PLAN
On June 19, 1996, Alco Standard Corporation announced that it would separate
Unisource Worldwide, Inc. (the "Company"), its printing and imaging and supply
systems distribution business, from IKON, its office solutions business, with
each business operating as a stand-alone, publicly traded company. Following the
spin-off of the Company, which was completed on December 31, 1996, the Plan,
covering eligible employees of the Company was established effective January 1,
1997. Net assets of the Plan of $361,438,780 equal to the aggregate account
balances of active employees of the Company on January 2, 1997, were transferred
to the Plan in January 1997.
4
<PAGE>
UNISOURCE WORLDWIDE, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
2. DESCRIPTION OF THE PLAN (CONTINUED)
The Plan is a defined contribution plan. Participation is limited to full-time
and part-time non-union employees of Unisource.
The Plan allows participants to contribute 1% to 16% of annual salaries or
wages. Contributions are limited by the maximum amount allowable under the
Internal Revenue Code. Participants are immediately vested in their
contributions.
The Company (the employer) contributes an amount equal to two-thirds of the
first 6% of annual regular salaries or wages that a participant contributes to
the Plan. The employer's contribution vests with the participant at 25% per year
beginning with the participant's second year of service so that full vesting
occurs after five years of service. The participant is also fully vested in the
employer's contributions upon retirement, position termination due to permanent
shutdown of plant or department, total and permanent disability, or death.
The Plan allows participant contributions (and any investment income earned
thereon) to be allocated between investments in Unisource common stock or any of
the available investment funds. Participants may change investment allocations
at any time. Employer matching contributions are made in Unisource common stock
and may not be redirected to any of the other available investment options.
Additional investments in IKON common stock (which were transferred into the
Plan in January 1997, as described above, from the accounts of employees who
formerly worked for IKON) are not permitted.
The following is a brief description of the investment funds in which
participants may direct their contributions.
Stable Value Fund - Funds are invested in fixed income investments. The
fund is managed by The Vanguard Group.
Vanguard Institutional Index Fund - Funds are invested solely in the 500
publicly traded stocks in the Standard & Poor's Composite Stock Price
Index. The fund is managed by The Vanguard Group.
Balanced Fund - Funds are invested equally in the Stable Value Fund and
Vanguard Institutional Index Fund.
5
<PAGE>
UNISOURCE WORLDWIDE, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
2. DESCRIPTION OF THE PLAN (CONTINUED)
PBHG Growth Fund - Funds are invested primarily in the common stocks of
companies with small capitalization and a potential for strong earnings'
growth. The fund is managed by Pilgrim Baxter & Associates.
American Funds' EuroPacific Growth Fund - Funds are invested in companies
located primarily in Europe and the Pacific Basin. The objective of the
fund, which is managed by Capital Research and Management Company, is
long-term growth of capital.
Participants may borrow from their fund accounts a minimum of $1,000 up to a
maximum of $50,000 or 50% of their account balance, whichever is less. Loan
terms range from 1-5 years or up to 15 years for the purchase of a primary
residence. The loans are secured by the balance in the participant's account and
bear interest at a rate equal to the prime lending rate plus one, at the date of
origination of the loan.
The Company has the right to amend or terminate the Plan at any time. In the
event of Plan termination, the rights of affected participants shall be 100%
vested.
Administrative expenses of the Plan are paid by the Plan.
The following plans were merged into the Plan during the year ended December 31,
1997: Conifer Paper Products, Inc. Stock Bonus Plan, Peerless Products Company
401(k) Profit Sharing Plan, Darter, Inc. 401(k) Profit Sharing Plan, Norel
Employees 401(k) Savings Plan, Roberts Maintenance Supply, Inc. Retirement Plan,
Janco United, Inc. 401(k) Profit Sharing Plan, Spiro-Wallach Company, Inc.
401(k) Profit Sharing Plan, Santa Rosa Paper Company Employee Savings &
Retirement Plan, and Sunland Sanitary Supply, Inc. Profit Sharing Plan.
The above mergers resulted in transfers of net assets to the Plan of $16,365,244
for the plan year ended December 31, 1997.
Information about the Plan, including vesting, withdrawal provisions and special
provisions related to the merged plans, is contained in the Summary Plan
Description, which is available from the Plan Administrator.
6
<PAGE>
UNISOURCE WORLDWIDE, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. INCOME TAX STATUS
In June 1998, the Company intends to file a request for a determination by the
Internal Revenue Service that the Plan qualifies under section 401(a) of the
Internal Revenue Code ("IRC") and, therefore, the related trust is not subject
to tax under present income tax law. Once qualified, the Plan is required to
operate in conformity with the IRC to maintain its qualification. The Trustees
are not aware of any course of action or series of events that have occurred
that might adversely affect the Plan's qualified status.
4. INVESTMENTS
Individual investments that represent 5% or more of the fair value of net assets
available for benefits are as follows:
<TABLE>
<CAPTION>
SHARES OR
IDENTITY OF INVESTMENTS PAR VALUE COST MARKET VALUE
- ------------------------------------------------------------------------------------
<S> <C> <C> <C>
DECEMBER 31, 1997:
IKON Office Solutions, Inc. 4,265,218 $176,347,568 $119,959,252
Common Stock
Unisource Worldwide, Inc. 3,679,091 69,350,510 52,427,043
Common Stock
Vanguard Institutional Index Fund 538,661 39,841,416 48,242,466
PGHG Growth Fund 790,882 20,549,713 20,080,496
</TABLE>
7
<PAGE>
UNISOURCE WORLDWIDE, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
4. INVESTMENTS (CONTINUED)
Information about the net assets available for benefits by separate investment
programs at December 31, 1997 is as follows:
<TABLE>
<CAPTION>
IKON COMMON UNISOURCE VANGUARD PBHG
STOCK COMMON STOCK STABLE VALUE INSTITUTIONAL BALANCED GROWTH
FUND INDEX FUND FUND FUND
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1997
ASSETS
Investments:
Cash and cash equivalents $ 2,613,858 $ 2,239,321 $12,005,109 $ - $ 1,602,111 $ -
IKON Office Solutions, Inc.
common stock 119,670,831 - - - - -
Unisource Worldwide, Inc.
common stock - 52,354,681 - - - -
Investment funds - - 31,624,695 41,689,592 10,749,834 20,080,496
Participant loans - - - - - -
Transfer receivable from
merged plans - - - - - -
Investment income receivable 12,939 7,420 67,034 554,915 89,357 -
Contributions and other - - - - - -
-----------------------------------------------------------------------------------
Total assets 122,297,628 54,601,422 43,696,838 42,244,507 12,441,302 20,080,496
LIABILITIES
Accrued administrative expenses - - - - - -
-----------------------------------------------------------------------------------
Net assets available for
benefits $122,297,628 $54,601,422 $43,696,838 $42,244,507 $12,441,302 $20,080,496
===================================================================================
</TABLE>
<TABLE>
<CAPTION>
AMERICAN
FUNDS'
EUROPACIFIC PARTICIPANT
GROWTH FUND LOAN FUND OTHER ASSETS TOTAL
----------------------------------------------------------
<S> <C> <C> <C> <C>
1997
ASSETS
Investments:
Cash and cash equivalents $ - $ - $ 664,722 $ 19,125,121
IKON Office Solutions, Inc.
common stock - - 288,421 119,959,252
Unisource Worldwide, Inc.
common stock - - 72,362 52,427,043
Investment funds 11,065,762 - - 115,210,379
Participant loans - 10,612,827 - 10,612,827
Transfer receivable from
merged plans - - 2,250,768 2,250,768
Investment income receivable - - 2,355 734,020
Contributions and other - - 573,937 573,937
----------------------------------------------------------
Total assets 11,065,762 10,612,827 3,852,565 320,893,347
LIABILITIES
Accrued administrative expenses - - 160,252 160,252
----------------------------------------------------------
Net assets available for
benefits $11,065,762 $10,612,827 $3,692,313 $ 320,733,095
==========================================================
</TABLE>
8
<PAGE>
UNISOURCE WORLDWIDE, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
4. INVESTMENTS (CONTINUED)
The changes in net assets available for benefits by separate investment programs
for the years ended December 31, 1997 are as follows:
<TABLE>
<CAPTION>
AMERICAN
IKON UNISOURCE VANGUARD PBHG FUNDS'
COMMON COMMON STABLE VALUE INSTITUTIONAL BALANCED GROWTH EUROPACIFIC
STOCK STOCK FUND INDEX FUND FUND FUND GROWTH FUND
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net assets transferred from
IKON Retirement Savings Plan $205,866,086 $49,795,701 $ 40,026,607 $23,224,595 $ 7,763,161 $18,340,456 $ 7,589,586
Employee contributions - 12,586,944 3,917,389 2,508,365 963,599 2,572,779 1,148,361
Employer contributions - 11,194,371 44,932 80,194 51,066 41,223 36,169
Investment income 864,940 2,490,508 2,803,747 889,109 445,908 - 171,885
Assets transferred or
receivable from merged
plans 1,538,370 827,461 10,819,130 388,658 48,396 449,979 18,782
Benefit payments (8,188,776) (4,165,658) (12,687,877) (1,796,790) (679,024) (1,385,382) (1,140,616)
Administrative expenses - - - - - - -
Realized and unrealized
gain (loss) on
investments (61,557,392) (17,528,648) - 8,619,615 1,433,886 (925,394) 646,990
Interfund transfers (16,225,600) (599,257) (1,227,090) 8,330,761 2,414,310 986,835 2,594,605
---------------------------------------------------------------------------------------------
Net assets available for
benefits at
December 31, 1997 $122,297,628 $54,601,422 $ 43,696,838 $42,244,507 $12,441,302 $20,080,496 $11,065,762
=============================================================================================
PARTICIPANT OTHER
LOAN FUND ASSETS TOTAL
--------------------------------------
<S> <C> <C> <C>
Net assets transferred from
IKON Retirement Savings Plan $ 8,832,588 $ - $361,438,780
Employee contributions - - 23,697,437
Employer contributions - - 11,447,955
Investment income 871,255 68,535 8,605,887
Assets transferred or
receivable from merged
plans 51,374 2,223,094 16,365,244
Benefit payments (256,258) - (30,300,381)
Administrative expenses - (1,045,997) (1,045,997)
Realized and unrealized
gain (loss) on
investments - (164,887) (69,475,830)
Interfund transfers 1,113,868 2,611,568 -
--------------------------------------
Net assets available for
benefits at
December 31, 1997 $10,612,827 $ 3,692,313 $320,733,095
======================================
</TABLE>
9
<PAGE>
UNISOURCE WORLDWIDE, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
5. TRANSACTIONS WITH PARTIES-IN-INTEREST
At December 31, 1997, the Plan held 5,517,901 units of Northern Trust Company's
Collective Short-Term Investment Fund. Northern Trust Company is the Trustee for
the Plan.
6. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
DECEMBER 31,
1997
-------------
Net assets available for benefits per the financial statements $ 320,733,095
Amounts allocated to withdrawn participants (942,560)
--------------
Net assets available for benefits per the Form 5500 $ 319,790,535
==============
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
YEAR ENDED
DECEMBER 31,
1997
-------------
Benefits paid to participants per the financial statements $ 30,300,381
Add: amounts allocated to withdrawn participants at
December 31, 1997 942,560
-------------
Benefits paid to participants per the Form 5500 $ 31,242,941
=============
Amounts allocated to withdrawn participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to year
end but not yet paid.
10
<PAGE>
UNISOURCE WORLDWIDE, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
7. SUBSEQUENT EVENTS
The Plan has experienced a material decline in net assets available for benefits
subsequent to December 31, 1997, due to declines in IKON and Unisource common
stock from $28.125 and $14.25 per share, respectively, at December 31, 1997, to
$21.50 and $13.0625, per share, respectively, at May 15, 1998.
The following plans were merged into the Plan on the effective dates indicated.
EFFECTIVE DATE
PLAN OF MERGER
- --------------------------------------------------------------
Tedisco, Inc. 401(k) Profit Sharing Plan March 25, 1998
National Sanitary Supply Company
Employees Thrift and Profit Sharing Plan April 22, 1998
Paul Koss Supply Company Profit Sharing Plan April 22, 1998
Turnquist, Inc. 401(k) Plan April 29, 1998
Crent Company Profit Sharing Plan July 1, 1998*
Assets related to the mergers in 1998 will be transferred to the Plan as soon as
administratively possible.
*Expected effective date of merger.
11
<PAGE>
UNISOURCE WORLDWIDE, INC.
RETIREMENT SAVINGS PLAN
ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
<TABLE>
<CAPTION>
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT COST CURRENT VALUE
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Collective Short-Term Investment Short-term fixed income $ 5,517,901 $ 5,517,901
Fund of the Northern Trust investments - 5,517,901 units
Company*
Vanguard Stable Value Short Term Short-term fixed income 13,607,220 13,607,220
Investment Fund investments - 13,607,220 units
------------------------------
19,125,121 19,125,121
IKON Office Solutions, Inc. Common Stock - 4,265,218 shares 176,347,568 119,959,252
Unisource Worldwide, Inc.* Common Stock - 3,679,091 shares 69,350,510 52,427,043
Vanguard Institutional Index Equity investments - 538,661 units 39,841,416 48,242,466
Fund
PBHG Growth Fund Equity investments - 790,882 units 20,549,713 20,080,496
American Funds' EuroPacific Equity investments - 425,350 units 11,880,649 11,065,762
Growth Fund
Deutsche Bank Guaranteed investment contracts - 14,238,460 14,238,460
14,238,460 units
United Bank of Switzerland Guaranteed investment contracts - 5,629,502 5,629,502
5,629,502 units
Principal Mutual Guaranteed investment contracts - 3,905,344 3,905,344
3,905,344 units
Bayerische Landesbank Guaranteed investment contracts - 5,299,688 5,299,688
5,299,688 units
Metropolitan Life Insurance Guaranteed investment contracts - 2,642,073 2,642,073
Company 2,642,073 units
Caisse des Depots et Guaranteed investment contracts - 4,106,588 4,106,588
Consignations 4,106,588 units
Participant loans Participant loans, at various - 10,612,827
interest rates ranging between
6% and 11.5%
------------------------------
$372,916,632 $ 317,334,622
==============================
</TABLE>
*Party-in-interest
12
<PAGE>
UNISOURCE WORLDWIDE, INC.
RETIREMENT SAVINGS PLAN
REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
PURCHASE
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSETS PRICE
- ------------------------------------------------------------------------------------------------------------------
Category III--A series of transactions in a security issue aggregating 5% of plan assets
<S> <C> <C>
IKON Office Solutions, Inc. Common stock - purchased 70,542 shares and sold 670,583 shares
in multiple transactions $ 1,821,078
Unisource Worldwide, Inc.* Common stock - purchased 1,689,325 shares and sold 442,864
shares in multiple transactions 28,741,359
Vanguard Institutional Index Fund Equity investments - purchased 265,393 shares and sold 114,181
shares in multiple transactions 20,594,718
PBGH Growth Fund Equity investments - purchased 378,752 shares and sold 286,022
shares in multiple transactions 9,723,056
American Euro-Pacific Growth Fund Equity investments - purchased 533,656 shares and sold 399,765
shares in multiple transactions 14,620,943
Collective Short-Term
Investment Fund of Short-term fixed income investments - purchased 182,167,923
The Northern Trust Company* units and sold 180,927,985 182,167,923
</TABLE>
<TABLE>
<CAPTION>
SELLING PRICE
OR MATURITY NET GAIN
IDENTITY OF PARTY INVOLVED VALUE COST OR (LOSS)
- ----------------------------------------------------------------------------
<S> <C> <C> <C>
IKON Office Solutions, Inc.
$ 22,002,909 $ 27,900,724 $(5,897,815)
Unisource Worldwide, Inc.*
7,855,546 8,347,518 (491,972)
Vanguard Institutional Index Fund
9,193,397 8,007,608 1,185,789
PBGH Growth Fund
6,960,417 7,513,799 (553,382)
American Euro-Pacific Growth Fund
11,017,229 10,409,880 607,349
Collective Short-Term
Investment Fund of
The Northern Trust Company* 180,927,985 180,927,985 -
</TABLE>
Pursuant to Department of Labor Regulation Section 2520.103-6, there were no
Category I, II, or IV reportable transactions during the year ended December 31,
1997.
*Party-in-interest
13
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: June 29, 1998
UNISOURCE WORLDWIDE, INC.
RETIREMENT SAVINGS PLAN
(Name of Plan)
By: /s/ Allister H. McCree, Jr.
-------------------------------
Allister H. McCree, Jr.
Plan Administrator
