<PAGE>
As filed with the Securities and Exchange Commission on November 14, 1994
Registration No. 33-_________
___________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act Of 1933
___________________
ALCO STANDARD CORPORATION
Ohio 23-0334400
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
P.O. Box 834
Valley Forge, Pennsylvania 19482
(215) 296-8000
J. KENNETH CRONEY, ESQUIRE
Alco Standard Corporation
Vice President and General Counsel
P.O. Box 834
Valley Forge, Pennsylvania 19482
(610) 296-8000
Copies to:
Rhonda R. Cohen, Esquire
Ballard Spahr Andrews & Ingersoll
51st Floor, 1735 Market Street
Philadelphia, PA 19103-7599
_____________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the Registration Statement becomes effective.
-------------------
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following. ______
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following. X
---
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================
Proposed
Proposed Maximum
Titles of Each Class Amount Maximum Aggregate Amount of
of Securities to be To Be Offering Offering Registration
Registered Registered Price per unit* Price* Fee
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
no par value 25,655 $58.06 $1,489,529 $5,137
=========================================================================================
</TABLE>
*Estimated solely for the purpose of determining the registration fee, pursuant
to Rule 457(c).
-----------------------------------------
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PROSPECTUS
25,655 SHARES
ALCO STANDARD CORPORATION
COMMON STOCK
(NO PAR VALUE)
The shares being offered hereby are presently outstanding and are being
offered for the account of certain shareholders of Alco Standard Corporation
("Alco") who are named herein under "Selling Shareholders." Alco will not
receive any of the proceeds from the sale of these shares.
The common stock of Alco is listed on the New York Stock Exchange, Chicago
Stock Exchange and Philadelphia Stock Exchange. On November 9, 1994, the last
sale price on the New York Stock Exchange was $58-5/8.
This Prospectus is to be used in connection with the sale from time to time
by the Selling Shareholders of the common stock. The price at which any of the
shares of common stock may be sold, and the commissions, if any, paid in
connection with any sale, are unknown and may vary from transaction to
transaction.
The expenses of the registration under the Securities Act of 1933 of the
shares being offered hereby are estimated to be approximately $22,137 and will
be paid by Alco.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is November 14, 1994.
<PAGE>
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY ALCO OR THE SELLING SHAREHOLDERS. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANY OFFER TO BUY ANY OF
THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
AVAILABLE INFORMATION
Alco is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "1934 Act") and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information filed by Alco with the Commission can be inspected and copied at the
offices of the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20547 and at the following Regional Offices of the Commission:
New York Regional Office, Seven World Trade Center, New York, New York 10048;
and Chicago Regional Office, Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can also be
obtained from the Public Reference Section of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. Such material can also be inspected at the New York, Philadelphia, and
Chicago Stock Exchanges on which Alco's common stock is listed.
Alco has filed with the Commission a Registration Statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933 with respect to the securities to
which this Prospectus relates. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information with respect to Alco and such securities, reference is made
to the Registration Statement. Statements contained in this Prospectus as to
the contents of any contract or any other document filed, or incorporated by
reference, as an exhibit to the Registration Statement, are qualified in all
respects by such reference.
DOCUMENTS INCORPORATED BY REFERENCE
Alco's annual report on Form 10-K for the fiscal year ended September 30,
1993 (as amended by its Form 10-K/A filed on May 5, 1994), Alco's Quarterly
Report on Form 10-Q for the fiscal quarter ended December 31, 1993 (as amended
by its Form 10-Q/A filed on May 5, 1994), Alco's Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 1994, Alco's Quarterly Report on
Form 10-Q for the fiscal quarter ended June 30, 1994, and Alco's Current
Report on Form 8-K dated June 30, 1994 are incorporated herein by reference.
The description of Alco's common stock contained in a registration
statement filed under the Securities Exchange Act of 1934, including any
amendment or report filed for the purpose of updating such description, is
incorporated herein by reference. Alco's registration statement on Form 8-A,
relating to Alco's preferred share purchase rights, is also incorporated herein
by reference.
All documents filed by Alco pursuant to Sections 13(a), 13(c), 14, or 15(d)
of the 1934 Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the common stock shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. This Prospectus does not contain all
information set forth in the Registration Statement and exhibits thereto which
Alco has filed with the Commission and to which reference is made hereby.
Alco will provide without charge to each person, including any beneficial
owner, to whom a copy of this Prospectus is delivered, on the written or oral
request of any such person, a copy of any or all of the documents
<PAGE>
referred to above which have been incorporated in this Prospectus by reference,
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference in such documents). Requests for such copies should
be directed to: Corporate Communications Department, Alco Standard Corporation,
P.O. Box 834, Valley Forge, Pennsylvania 19482 (telephone number: (610) 296-
8000).
THE COMPANY
Alco Standard Corporation ("Alco") markets and distributes office
equipment and paper through two business segments, Alco Office Products ("AOP")
and Unisource Worldwide, Inc. ("Unisource"). The address of Alco's principal
executive offices is P.O. Box 834, Valley Forge, Pennsylvania 19482, telephone
number (610) 296-8000.
AOP is the largest independent copier distribution network in North
America and also has operations in Europe. AOP sells, rents and leases copiers,
fax machines and other automated office equipment. AOP also provides equipment
services and supplies, reprographic facilities management and specialized
document copying services. Through its captive leasing company, AOP finances
equipment leases for customers of AOP companies throughout the United States.
Unisource is the largest distributor of printing paper in North
America, with facilities in every major metropolitan market in the United States
and Canada. Unisource sells quality printing papers for commercial use and also
markets and distributes paper for office and reprographic use. In addition,
Unisource is a leading distributor of industrial products, including paper and
plastic packaging supply items for food retailers and food processors,
commercial sanitary and maintenance products and industrial packaging equipment,
closure systems and supplies.
Alco is managed as the "The Corporate Partnership." Under this
entrepreneurial philosophy, field executives maintain a high degree of operating
autonomy over issues that affect the company's ability to serve customers, while
financial and administrative support are provided on a centralized basis.
SELLING SHAREHOLDERS
A total of 25,655 shares are registered for offering by the Selling
Shareholders who have received Alco common stock as consideration for Alco's
acquisition of a privately held office products business. Except with respect
to their ownership of this business prior to acquisition by Alco, none of the
Selling Shareholders has had a material relationship with Alco within the past
three years.
On November 14, 1994, the Selling Shareholders beneficially owned a
total of 25,655 shares of Alco common stock as set forth below:
<TABLE>
<CAPTION>
Selling Shareholder Number of Shares
- ------------------- ----------------
<S> <C>
Robert Goodwin 9,867
Donald Piotrowski 15,788
</TABLE>
Certain of the above shares are being held in escrow to provide partial
security for the Selling Shareholders' performance of certain indemnification
obligations owed to Alco.
<PAGE>
PLAN OF DISTRIBUTION AND OFFERING PRICE
Alco's common stock is currently traded on the New York Stock
Exchange, Chicago Stock Exchange, and Philadelphia Stock Exchange. The public
offering price for any shares of common stock that are sold will be determined
by the price indicated on the Composite Tape of the New York Stock Exchange at
the time such sale occurs, or at such price as shall be determined through
private negotiations between the buyer and the Selling Shareholder(s), or their
respective agents.
DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK
Alco is currently authorized to issue 75,000,000 shares of common
stock and 2,135,988 shares of serial preferred stock. Both classes are without
par value. The common stock is subject to the express terms of the serial
preferred stock. Two series of serial preferred stock are outstanding, and
additional series may be authorized by the board of directors.
DIVIDEND RIGHTS
COMMON STOCK. Dividends and other distributions of assets may be made
with respect to the common stock from time to time by the board of directors
within the limits and from the sources permitted by law after payment or
provision for payment of all accrued and unpaid dividends (which are cumulative)
on the serial preferred stock, so long as there is no default in any sinking
fund provisions for the serial preferred stock. Certain loan agreements limit
the amount of retained earnings from which Alco may pay dividends, repurchase
its shares or take certain other actions. At December 31, 1993, such amount was
approximately $418 million.
PREFERRED STOCK. The serial preferred stock is entitled to payment of
annual per share dividends as follows: Series 2, $5.00; and Series AA, $237.50
($2.375 per Depositary Share) through January 1, 1996 and $325.00 ($3.25 per
Depositary Share) thereafter.
So long as any shares of serial preferred stock are outstanding, The
Company may not (a) declare or pay any dividends (other than dividends payable
in common stock or other shares of Alco ranking junior to the serial preferred
stock) to holders of common stock or shares of Alco of any other class ranking
on a parity with or junior to the serial preferred stock, or (b) make any
distributions of assets (directly or indirectly, by purchase, redemption or
otherwise) to the holders of common stock or shares of Alco of any other class
ranking on a parity with or junior to the serial preferred stock (except in the
case of shares purchases in compromise of claims, or to prevent loss on doubtful
debts and except in the case of shares purchases out of the proceeds of the sale
of common stock or other shares ranking junior to the serial preferred stock
received by Alco, subsequent to January 1, 1968):
(a) Unless all accrued and unpaid dividends on shares of serial
preferred stock, including the full dividends for the then quarterly dividend
period, shall have been paid or declared and funds sufficient for payment
thereof set apart; and
(b) Unless there shall be no arrearages with respect to redemption of
shares of serial preferred stock from any sinking fund provided therefor.
No dividends may be paid upon or declared or set apart for any of the
serial preferred stock for any quarterly dividend period unless at the same time
a like proportionate dividend for the same quarterly dividend period, ratably in
proportion to the respective annual dividend rates fixed therefor, shall be paid
upon or declared or set apart for all serial preferred stock of all series then
issued and outstanding and entitled to receive such dividend.
<PAGE>
PREEMPTIVE RIGHTS
COMMON STOCK. The holders of common stock do not have any preemptive
right to purchase or have offered to them for purchase any shares or other
securities of Alco.
PREFERRED STOCK. The only preemptive right of holders of serial
preferred stock is to participate in certain distributions, if any were to be
made by Alco, to holders of common stock of options or rights to acquire common
stock, or of evidences of Alco debt or assets (other than cash).
COMMON STOCK PURCHASE RIGHTS
In February 1988, Alco declared and paid a dividend distribution of
one right for each outstanding share of common stock. The Rights become
exercisable ten days (or such later date, not beyond thirty days, as is fixed by
the Board of Directors) after the earlier of: (a) public announcement that an
individual or group has acquired or obtained the right to acquire 20% or more of
Alco's common stock or (b) an individual or group commences or announces an
intention to commence a tender or exchange offer that could result in the
acquisition of 30% or more of such securities (the "Separation Date"). When
exercisable, each Right entitles the holder to purchase one one-hundredth of a
share of Alco's Series 12 preferred stock for $75 (the "Exercise Price"),
subject to adjustment. Further, if any person or group owning 20% or more of
Alco's outstanding common stock (a) engages in certain self-dealing practices
with Alco, or (b) causes Alco to forgo or reduce quarterly dividends or take an
action which would result in a more than 2% increase in the other entity's
proportionate share of Alco's outstanding shares; or if any person or group
acquires 30% or more of Alco's outstanding stock, each Right would entitle the
holder thereof to acquire for the Exercise Price shares of common stock having a
market value equal to twice the Right's exercise price.
If Alco were acquired in a merger or other business combination, or if
more than 50% of its earning power or assets were sold in one transaction or a
series of transactions, each Right would entitle the holder thereof to purchase
shares of the acquiring company's common stock having a market value equal to
twice the Right's exercise price. The Rights that are or were held by a person
or group owning 20% or more of Alco's outstanding voting securities become void
if such person or group engages in an event which entitles holders of the Rights
to purchase common stock or common stock of the acquiring company having a
market value equal to twice the Right's exercise price.
The Rights, which expire on February 10, 1998, are non-voting and may
be redeemed by Alco at a price of $.05 per Right any time prior to ten days
after public announcement that a person has acquired 20% or more of Alco's
outstanding voting securities. Until the Separation Date, the Rights are
transferable with and only with the common stock.
VOTING RIGHTS
COMMON STOCK. Subject to certain voting rights of holders of the
serial preferred stock to vote in certain circumstances and with respect to
certain matters as a class, the holders of the common stock currently have full
voting rights upon all matters presented for shareholder action. Shareholders
do not have the right to cumulate votes in electing directors.
PREFERRED STOCK. The holders of serial preferred stock are entitled
to one vote per share, and except as otherwise provided by specific provisions
of Alco's Articles of Incorporation or by Ohio law, to vote on all matters
together with the holders of common stock as one class. The holders of serial
preferred stock are not entitled to cumulate votes in electing directors. The
Articles of Incorporation of Alco provide that in the event of default in the
payment, in whole or in part, of six quarterly dividends on the serial preferred
stock, whether or not consecutive, the holders of shares of serial preferred
stock will be entitled to elect two directors, to serve in addition to the
directors otherwise elected. Such right to elect additional directors is in
lieu of all other rights of the holders of the serial preferred stock to vote
for directors, and will remain in effect until no quarterly dividend is in
default. It is also provided that the vote or the written consent of at least
two-thirds of the outstanding
<PAGE>
shares of serial preferred stock voting as a class is necessary to effect (i)
any amendment, alteration or repeal of any of the provisions of the Articles of
Incorporation or the Code of Regulations of Alco which affects the voting
powers, rights or preferences of the holders of the serial preferred stock, (ii)
the authorization or issue of any stock, or any security convertible into any
stock, ranking prior to the serial preferred stock, (iii) the purchase or
redemption of less than all the serial preferred stock then outstanding (except
in accordance with a stock purchase offer made to all holders of serial
preferred stock) when any dividends or sinking fund obligations on the serial
preferred stock are in arrears, or (iv) the sale, lease or conveyance by Alco of
all or substantially all of its property or business, its voluntary liquidation
or dissolution, or its consolidation with or merger into any other corporation,
unless the resulting corporation will have no shares authorized or outstanding
ranking prior to or on a parity with the serial preferred stock except the same
number with the same rights and preferences as those of Alco authorized and
outstanding immediately preceding such consolidation or merger, and unless each
holder of serial preferred stock immediately prior thereto receives the same
number of shares, with the same rights and preferences, of the resulting
corporation. It is further provided that the vote or written consent of two-
thirds of the holders of shares of any series is necessary to amend the Articles
of Incorporation or Code of Regulations of the Alco in such a way as to affect
adversely and particularly the preferences, rights, powers or privileges of such
series. No such vote or consent is required if provision has been made for the
redemption of all of the serial preferred stock or any series thereof.
In addition, Alco may create additional classes of stock, increase the
authorized number of shares of serial preferred stock or issue series of
preferred stock ranking on a parity with the serial preferred stock with
respect, in each case, to the payment of dividends and amounts upon liquidation,
dissolution and winding up without the consent of any holder of serial preferred
stock.
REDEMPTION PROVISIONS AND SINKING FUND
COMMON STOCK. The common stock is not redeemable.
PREFERRED STOCK. The directors are empowered to determine any
redemption rights and price of each series of the serial preferred stock. The
outstanding shares of the Series 2 preferred stock are redeemable in whole or in
part, at Alco's option, at any time after five years from the date of issue, at
the redemption price of $100 per share, plus accrued unpaid dividends. Alco is
required to provide a sinking fund for the redemption of the Series 2 preferred
stock. Alco has determined to redeem the Series 2 preferred stock in equal
annual installments from 1989 through 1995 at the redemption price stated above.
The Series AA preferred stock and the depositary shares representing
such stock are not redeemable prior to January 9, 1996. On and after January 9,
1996 and until January 9, 2000, the Series AA preferred stock will be
redeemable, in whole or in part, at the option of Alco, for such number of
shares of common stock as are issuable at a conversion rate of 1.1201 shares of
common stock for each depositary share, subject to adjustment in certain
circumstances. Alco may exercise this option only if for 20 trading days within
any period of 30 consecutive days, including the last trading day of such 30
trading day period, the closing price of the Common Stock on the New York Stock
Exchange ("NYSE") exceeds $58.03, subject to adjustment in certain
circumstances. On and after January 9, 2000 the Series AA preferred stock will
be redeemable, in whole or in part at the option of Alco, for cash at a
redemption price equivalent to $50.00 per depositary share, plus accrued and
unpaid dividends. The Series AA preferred stock is not entitled to the benefit
of any sinking fund.
CONVERSION RIGHTS
COMMON STOCK. The common stock is not convertible into any other
security.
PREFERRED STOCK. The directors are empowered to determine whether the
shares of any series of the serial preferred stock will be convertible into
common stock, and, if so, the conversion price or prices and the other terms or
provisions of such rights. Each outstanding share of Series 2 preferred stock
is convertible, at the option of the holder, at any time prior to the close of
business on the second day preceding the redemption date thereof, into 8.0
shares of common stock. Each outstanding share of Series AA preferred stock is
convertible at
<PAGE>
any time prior to the close of business on the redemption date thereof into
112.01 shares of common stock (1.1201 shares per depositary share). The
conversion rights with respect to serial preferred stock are subject to
proportionate adjustment if Alco combines or splits the outstanding shares of
common stock or pays a dividend in common stock. Shares of common stock issuable
upon the exercise of outstanding stock options are similarly subject to
proportionate adjustment in such events. Shares of serial preferred stock which
have been converted must be retired and may not be reissued.
LIQUIDATION RIGHTS
COMMON STOCK. The holders of common stock are entitled pro rata to
the assets of Alco in the event of voluntary or involuntary liquidation, subject
to the rights of creditors and the rights of the holders of the serial preferred
stock to receive certain per share amounts plus accrued unpaid dividends.
PREFERRED STOCK. In the event of voluntary or involuntary
liquidation, the holders of preferred stock are entitled to receive the
following per share amounts plus accrued unpaid dividends: Series 2, $100; and
Series AA, $5,000.00 ($50 per depositary share). At December 31, 1993, the
preference upon liquidation of the shares of serial preferred stock then
outstanding aggregated $201,504,000. After provision for the liquidation
preference of serial preferred stock, at December 31, 1993, the portion of
shareholders' equity applicable to common stock was $1,150,000,000. In the
opinion of counsel for Alco, there are no restrictions upon the payment of
dividends or other distributions out of surplus solely by reason of any excess
of the liquidation preference over the carrying value of the serial preferred
stock, and there are no remedies available to security holders before or after
the payment of any dividend or distribution solely because such dividend may
reduce surplus to an amount less than the amount of such excess. The serial
preferred stock has priority over the common stock on any liquidation,
dissolution or winding up to the extent of the liquidation price plus any
accrued unpaid dividends. The directors have authority in establishing any
series to determine the liquidation price for each series in the event of any
liquidation, dissolution or winding up.
LIABILITY FOR ASSESSMENT
Outstanding shares of the common and serial preferred stock,
including the shares of stock to be sold by the Selling Shareholders hereunder,
are fully paid and non-assessable.
LEGAL OPINIONS
The validity of the issuance of the shares of common stock offered
hereby is being passed upon for Alco by Ballard Spahr Andrews & Ingersoll,
Philadelphia, Pennsylvania.
EXPERTS
The consolidated financial statements of Alco Standard Corporation
appearing in Alco Standard's Annual Report (Form 10-K) for the year ended
September 30, 1993 (as amended by Alco's Form 10-K/A dated May 5, 1994) have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<CAPTION>
<S> <C>
SEC Filing Fee $ 5,137
Accounting Fees 10,000
Legal Fees 2,000
Miscellaneous expenses 5,000
-------
Total $22,137
</TABLE>
All of the above amounts, except for the SEC filing fee, have been
estimated. All such amounts will be paid by Alco.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Ohio General Corporation Law provides that a corporation shall
indemnify persons who incur certain liabilities or expenses in the successful
defense of a suit or a proceeding brought by reason of the fact that such
persons are or were directors or officers of the corporation. Pursuant to Ohio
law, Alco has adopted, as part of its Code of Regulations, provisions whereby
Alco shall indemnify such persons against expenses (including attorneys' fees)
reasonably incurred in connection with the successful defense of such actions.
If unsuccessful in defense of a third-party civil suit or a criminal
suit, or if such a suit is settled, such a person shall be indemnified under the
Code of Regulations against both (1) expenses (including attorneys' fees) and
(2) judgments, fines and amounts paid in settlement if he acted in good faith
and in a manner he reasonably believed to be in, or not opposed to, the best
interests of Alco, and with respect to any criminal action, had no reasonable
cause to believe his conduct was unlawful.
If unsuccessful in defense of a suit brought by or in the right of
Alco, or if such suit is settled, such a person shall be indemnified under such
law only against expenses (including attorneys' fees) incurred in the defense or
settlement of such suit if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of Alco except that if
such a person is adjudged to be liable in such a suit for negligence or
misconduct in the performance of his duty to Alco, he cannot be indemnified
unless specific court approval is obtained.
Alco has purchased liability insurance policies covering its directors
and officers to provide protection where Alco cannot legally indemnify a
director or officer and where a claim arises under the Employee Retirement
Income Security Act of 1974 against a director or officer based upon an alleged
breach of fiduciary duty or other wrongful act.
ITEM 16. EXHIBITS
(4.0) Form of Certificate for Shares of Common Stock incorporated
herein by reference to Form S-3 of the registrant, Registration Statement No.
33-62460, Exhibit 4.2.
(4.1) Rights Agreement, dated as of February 10, 1988 between Alco
Standard Corporation and National City Bank, filed on February 11, 1988 as
Exhibit 1 to Alco Standard Corporation's Registration Statement on Form 8-A, is
incorporated herein by reference.
(5) Opinion of Ballard Spahr Andrews & Ingersoll as to the validity
of the securities.
(23) Consent of Ernst & Young LLP, Independent Auditors.
<PAGE>
(23.1) Consent of Ballard Spahr Andrews & Ingersoll (contained in the
opinion filed as Exhibit (5) to this Registration Statement).
(24) Powers of Attorney.
(24.1) Certified resolution regarding Powers of Attorney.
ITEM 17. UNDERTAKINGS
The undersigned 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 (1)(i) and (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 Alco 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.
The undersigned 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 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.
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 provisions described under Item 15
above, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed 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 against the registrant by such director, officer
or controlling persons 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-3, 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 14th day of November,
1994.
ALCO STANDARD CORPORATION
Date: November 14, 1994 By: /s/Michael J. Dillon
-----------------------------------------
(Michael J. Dillon)
(Principal Accounting 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>
*JOHN E. STUART President, Chief Executive
- --------------------------- Officer and Director November 14, 1994
(John E. Stuart)
*KURT E. DINKELACKER Chief Financial Officer November 14, 1994
- --------------------------- (Principal Financial Officer)
(Kurt E. Dinkelacker)
/s/Michael J. Dillon Controller November 14, 1994
- --------------------------- (Principal Accounting Officer)
(Michael J. Dillon)
*RAY B. MUNDT Chairman November 14, 1994
- ---------------------------
(Ray B. Mundt)
</TABLE>
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
*J. MAHLON BUCK, JR. Director November 14, 1994
- ----------------------------
(J. Mahlon Buck, Jr.)
*PAUL J. DARLING, II Director November 14, 1994
- ----------------------------
(Paul J. Darling, II)
*WILLIAM F. DRAKE, JR. Director November 14, 1994
- ----------------------------
(William F. Drake, Jr.)
*JAMES J. FORESE Director November 14, 1994
- ----------------------------
(James J. Forese)
*FREDERICK S. HAMMER Director November 14, 1994
- ----------------------------
(Frederick S. Hammer)
*BARBARA BARNES HAUPTFUHRER Director November 14, 1994
- ----------------------------
(Barbara Barnes Hauptfuhrer)
*DANA G. MEAD Director November 14, 1994
- ----------------------------
(Dana G. Mead)
*PAUL C. O'NEILL Director November 14, 1994
- ----------------------------
(Paul C. O'Neill)
*ROGELIO G. SADA Director November 14, 1994
- ----------------------------
(Rogelio G. Sada)
*JAMES W. STRATTON Director November 14, 1994
- ----------------------------
(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 report 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, 1994
- ----------------------------
(Hugh G. Moulton)
<PAGE>
INDEX TO EXHIBITS
EXHIBITS PAGE
-------- ----
(4.0) Form of Certificate for Shares of Common Stock incorporated
herein by reference to Form S-3 of the registrant, Registration
Statement No. 33-62460, Exhibit 4.2.
(4.1) Rights Agreement, dated as of February 10, 1988 between
Alco Standard Corporation and National City Bank (incorporated
herein by reference to Form 8-A of the registrant, Exhibit 1,
filed on February 11, 1988).
(5) Opinion of Ballard Spahr Andrews & Ingersoll as to the validity
of the securities.
(23) Consent of Ernst & Young LLP, Independent Auditors.
(23.1) Consent of Ballard Spahr Andrews & Ingersoll (contained in the
opinion filed as Exhibit (5) to this Registration Statement).
(24) Powers of Attorney.
(24.1) Certified resolution regarding Powers of Attorney.
<PAGE>
Exhibit 23
Consent of Ernst & Young LLP, Independent Auditors
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3) and related Prospectus of Alco Standard
Corporation for the registration of 25,655 shares of its common stock and to the
incorporation by reference therein of our report dated November 1, 1993, with
respect to the consolidated financial statements and schedules of Alco Standard
Corporation included in its Annual Report (Form 10-K) for the year ended
September 30, 1993 (as amended by its Form 10-K/A dated May 5, 1994), filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
----------------------
Philadelphia, Pennsylvania
November 10, 1994
<PAGE>
Exhibit 5
November 14, 1994
Alco Standard Corporation
Post Office Box 834
Valley Forge, PA 19482-0834
Re: Secondary Offering of 25,655 Shares of Common Stock
Gentlemen:
We have acted as counsel to Alco Standard Corporation (the "Company")
in connection with the registration under the Securities Act of 1933, as
amended, of 25,655 outstanding shares of common stock of the Company, without
par value (the "Shares"), which were issued to the selling shareholders as
consideration for the Company's acquisition of a privately held office products
businesses.
The opinion expressed below is based on the assumption that the
Registration Statement with respect to the above Shares to be filed by the
Company with the Securities and Exchange Commission on November 14, 1994 will
become effective.
In rendering our opinion, we have reviewed such certificates,
documents, corporate records and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinions expressed below.
In giving this opinion, we are assuming the authenticity of all instruments
presented to us as originals, the conformity with the originals of all
instruments presented to us as copies and the genuineness of all signatures.
Based on the foregoing, we are of the opinion that the 25,655
outstanding Shares to be registered have been legally issued and are fully paid
and non-assessable shares of common stock of the Company.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-3 and to the reference to this firm under the
heading "Legal Opinions" in the Prospectus included in the Registration
Statement.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll
<PAGE>
Exhibit 24
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth
Croney and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-3, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 14th day of November, 1994.
SIGNED:/s/J. MAHLON BUCK, JR.
----------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of Hugh G. Moulton J. Kenneth
Croney and Michael J. Dillon, as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-3, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 14th day of November, 1994.
SIGNED:/s/PAUL J. DARLING, II
----------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is Chief Financial Officer of Alco
Standard Corporation ("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth
Croney and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-3, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 14th day of November, 1994.
SIGNED: /s/KURT E. DINKELACKER
----------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth
Croney and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-3, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 14th day of November, 1994.
SIGNED: /s/WILLIAM F. DRAKE, JR.
------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth
Croney and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-3, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 14th day of November, 1994.
SIGNED: /s/JAMES J. FORESE
------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth
Croney and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-3, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 14th day of November, 1994.
SIGNED: /s/FREDERICK S. HAMMER
----------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that she is a Director of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth
Croney and Michael J. Dillon as her attorneys-in-fact, each with the power of
substitution, to execute, on her behalf the foregoing registration statement on
Form S-3, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 14th day of November, 1994.
SIGNED:/s/BARBARA BARNES HAUPTFUHRER
-----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth
Croney and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-3, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 14th day of November, 1994.
SIGNED: /s/DANA G. MEAD
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth
Croney and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-3, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 14th day of November, 1994.
SIGNED: /s/RAY B. MUNDT
----------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth
Croney and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-3, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 14th day of November, 1994.
SIGNED: /s/PAUL C. O'NEILL
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth
Croney and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-3, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 14th day of November, 1994.
SIGNED: /s/ROGELIO G. SADA
--------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth
Croney and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-3, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 14th day of November, 1994.
SIGNED: /s/JAMES W. STRATTON
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth
Croney and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-3, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 14th day of November, 1994.
SIGNED: /s/JOHN E. STUART
-----------------
