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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 [FEE REQUIRED] for the fiscal year ended December 31, 1993 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED] for the transition period from _____________ to
______________.
Commission File Number ............... 1-5964
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below: Alco Standard Corporation Stock
Participation Plan.
B. Name of issuer of the securities held pursuant to the Plan and
the address of its principal executive office:
ALCO STANDARD CORPORATION
P.O. BOX 834
VALLEY FORGE, PA 19482-0834
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REQUIRED INFORMATION
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a. Financial Statements. The following financial statements are furnished for
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the Plan.
1. Audited Statements of Net Assets Available for Benefits - December 31,
1993 and December 31, 1992.
2. Audited Statements of Changes in Net Assets Available for Benefits -
for the years ended December 31, 1993 and December 31, 1992.
3. Notes to Financial Statements
4. Schedules
(a) Assets Held for Investment
(b) Transactions or Series of Transactions in Excess of 5% of the
Current Value of Plan Assets
b. Exhibits
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Exhibit 23 Consent of Independent Auditors
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Financial Statements and Schedules
Alco Standard Corporation
Stock Participation Plan
Years ended December 31, 1993 and 1992
with Report of Independent Auditors
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Alco Standard Corporation
Stock Participation Plan
Financial Statements and Schedules
Years ended December 31, 1993 and 1992
<TABLE>
<CAPTION>
CONTENTS
<S> <C>
Report of Independent Auditors.............................. 1
Audited Financial Statements
Statements of Net Assets Available for Benefits............. 2
Statements of Changes in Net Assets Available for Benefits.. 3
Notes to Financial Statements............................... 4
Schedules
Assets Held for Investment.................................. 7
Transactions or Series of Transactions in Excess of
5% of the Current Value of Plan Assets..................... 8
</TABLE>
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Report of Independent Auditors
Trustees of the Alco Standard Corporation
Stock Participation Plan
We have audited the accompanying statements of net assets available for benefits
of the Alco Standard Corporation Stock Participation Plan as of December 31,
1993 and 1992, and the related statements of changes in net assets available for
benefits for the years 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 audits.
We conducted our audits 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 audits provide 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 Alco
Standard Corporation Stock Participation Plan at December 31, 1993 and 1992, and
the changes in its net assets available for benefits for the years then ended,
in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment as of December 31, 1993 and transactions or series of
transactions in excess of 5% of the current value of plan assets 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 1993 financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
1993 financial statements taken as a whole.
May 20, 1994
1
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Alco Standard Corporation
Stock Participation Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
December 31
1993 1992
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<S> <C> <C>
Assets
Cash $ 256,564 $ 195,569
Investments at fair value:
Alco Standard Corporation common stock:
1993--4,508,927 shares; cost--$127,279,793;
1992--4,423,450 shares; cost--$111,773,801; 246,863,753 160,902,994
Pre-retirement Fund 5,312,493 4,279,322
Interest income receivable 84,140 -
Contributions receivable 2,686,575 2,080,518
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255,203,525 167,458,403
Liabilities
Benefits payable - 1,037,980
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Net assets available for benefits $255,203,525 $166,420,423
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</TABLE>
See accompanying notes.
2
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Alco Standard Corporation
Stock Participation Plan
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
Year ended December 31
1993 1992
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<S> <C> <C>
Additions:
Employee contributions $ 21,257,885 $ 17,570,849
Employer contributions 13,384,986 11,223,037
Dividend income 4,330,665 3,929,940
Interest income 350,197 303,187
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Total additions 39,323,733 33,027,013
Deductions:
Benefits:
Cash 953,876 656,010
Alco Standard Corporation
common stock 31,951,633 20,169,297
Administrative expenses 170,707 167,729
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Total deductions 33,076,216 20,993,036
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6,247,517 12,033,977
Realized and unrealized gain on
investments 82,535,585 8,613,719
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Net increase for the year 88,783,102 20,647,696
Net assets available for benefits at
beginning of year 166,420,423 145,772,727
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Net assets available for benefits at
end of year $255,203,525 $166,420,423
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</TABLE>
See accompanying notes.
3
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Alco Standard Corporation
Stock Participation Plan
Notes to Financial Statements
December 31, 1993
1. Significant Accounting Policies
Basis of Presentation
The accounting records of the Plan are maintained on the accrual basis.
Employee contributions and related employer required matching contributions
are recognized when withheld from the employees' pay.
Investments
The cost of investments in Alco Standard Corporation common stock represents
the amount paid less the average cost of stock distributions. The market
value of the investments is determined by use of the last reported sales price
on the last business day of the year, as reported on a national securities
exchange.
The Pre-retirement Fund consists of investments in investment contracts. This
Fund is managed jointly by an insurance company and two trust companies.
Investments in the Pre-retirement Fund are valued at contract value which
represents investments made under the contract, plus interest at the contract
rate, less funds used to pay retirement benefits and to pay for the manager's
administrative expenses.
Realized and unrealized gain or loss on investments represents the sum of the
change in the difference between December 31 market value and cost of
investments and the difference between the market value and cost of
distributions of stock for withdrawals or terminated participants.
Benefits Payable
As required by the Internal Revenue Service, a $2,559,327 benefit payable and
related expense is reported on Form 5500 for the plan year ended December 31,
1993.
2. Description of Plan
The Alco Standard Corporation Stock Participation Plan is a defined
contribution plan. With certain exceptions, participation is limited to
full-time and part-time personnel of Alco Standard Corporation and its
domestic subsidiaries which adopt the Plan.
4
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Alco Standard Corporation
Stock Participation Plan
Notes to Financial Statements (continued)
2. Description of Plan (continued)
Participants may elect to contribute on a pretax basis an amount which is not
less than 2% nor more than 6% of annual regular salaries or wages paid, so
long as such amount does not exceed the maximum allowable under the Internal
Revenue Code. Sponsoring units of Alco (employers) contribute an amount equal
to two-thirds of the participants' before-tax contributions. The employers'
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 upon retirement,
position termination due to permanent shutdown of plant and department, total
and permanent disability, or death.
All contributions (and any dividends thereon) will be invested in Alco
Standard Corporation common stock except for the purpose of temporary
investment pending either the purchase of Alco Standard Corporation stock, the
distribution of cash from the Plan, or the elimination of fractional shares.
For this purpose, contributions not invested in Alco Standard Corporation
stock can be invested in cash equivalents. Once the participant reaches the
age of 55, the participant has the option to exchange a portion of the value
of common stock for an investment in a guaranteed investment contract.
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.
As of December 31, 1993 and 1992, there were 14,626 and 12,182 individuals
participating in the Plan, respectively.
Information about the Plan, including vesting and withdrawal provisions, is
contained in the Summary Plan Description, which is available from the Plan
Administrator.
5
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Alco Standard Corporation
Stock Participation Plan
Notes to Financial Statements (continued)
3. Income Tax Status
The Internal Revenue Service has ruled that the Plan qualifies under section
401(a) of the Internal Revenue Code (IRC) and is, therefore, not subject to
tax under present income tax laws. 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. Transactions with Parties in Interest
During 1993 and 1992, respectively, the Plan purchased from Alco Standard
Corporation 816,560 shares (cost $36,414,787) and 924,116 shares (cost
$33,614,751) of its common stock. Amounts paid for these shares approximated
the average market price in the month of purchase.
6
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Alco Standard Corporation
Stock Participation Plan
Assets Held for Investment
December 31, 1993
<TABLE>
<CAPTION>
Description Current
Identity of Issue of Investment Cost Value
- - - -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Alco Standard Corporation*
Common stock--4,508,927 shares Common stock $127,279,793 $246,863,753
Connecticut General Life Insurance Guaranteed
Company Guaranteed Long-Term Fund Investment Contracts 2,718,091 2,718,091
La Salle National Trust Company Income Guaranteed
Plus Fund Investment Contracts 1,299,774 1,299,774
Fidelity Management Trust Company Guaranteed
Managed Income Portfolio Investment Contracts 1,294,628 1,294,628
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$132,592,286 $252,176,246
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</TABLE>
* Party-in-interest.
7
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Alco Standard Corporation
Stock Participation Plan
Transactions or Series of Transactions in Excess of
5% of the Current Value of Plan Assets
Year ended December 31, 1993
<TABLE>
<CAPTION>
Selling Price
Identity of Description or Maturity Net Gain
Party Involved of Assets Purchase Price Value Cost or (Loss)
- - - ---------------------------------------------------------------------------------------------------------------------------------
Category III--A series of transactions in a security issue aggregating 5% of plan assets
- - - ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Alco Standard Common stock--purchased 816,560
Corporation* shares in 12 transactions; distributed
731,083 shares in 12 transactions $36,414,787 $32,989,613 $20,908,795 $12,080,818
</TABLE>
Pursuant to DOL Regulation Section 2520.103-6, there were no category I, II, or
IV reportable transactions during 1993.
* Party-in-interest.
8
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
has duly caused this annual report to be signed by the undersigned thereunto
duly authorized.
ALCO STANDARD CORPORATION
STOCK PARTICIPATION PLAN
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By: /s/Donna G. Yurick
--------------------------- Dated: June 22, 1994
Donna G. Yurick
Plan Administrator
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
has duly caused this annual report to be signed by the undersigned thereunto
duly authorized.
ALCO STANDARD CORPORATION
STOCK PARTICIPATION PLAN
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By:
--------------------------- Dated: June 22, 1994
Donna G. Yurick
Plan Administrator
<PAGE>
FORM 11-K
ALCO STANDARD CORPORATION STOCK PARTICIPATION PLAN
FISCAL YEAR ENDED DECEMBER 31, 1993
INDEX TO EXHIBIT
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Exhibit Number Description
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Exhibit 23 Consent of Independent Auditors
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-20479) pertaining to the Alco Standard Corporation Stock
Participation Plan (the "Plan") and in the related Prospectus of our report
dated May 20, 1994, with respect to the financial statements and schedules of
the Plan included in this Annual Report (Form 11-K) for the year ended
December 31, 1993.
Philadelphia, Pennsylvania
June 22, 1994
