<PAGE>
Registration No.
----------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
-------------------
ALCO STANDARD CORPORATION
(exact name of Registrant as specified in charter)
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
(Address of principal executive offices)(Zip Code)
----------------------------
ALCO STANDARD CORPORATION
DEFINED CONTRIBUTION PLAN
(Full title of the Plan)
------------------------------
J. Kenneth Croney
Vice President - Law and Secretary
Alco Standard Corporation
Box 834
Valley Forge, Pennsylvania 19482
(Name and address of agent for service)
(610) 296-8000
(Telephone number, including area code, of agent for service)
-----------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
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 500,000 $ 64.00 $32,000,000 $ 11,034
without
par value
- --------------------------------------------------------------------------------
</TABLE>
*Estimated solely for the purpose of determining the registration fee pursuant
to Rule 457(c) and Rule 457(h). The prospectus referenced herein also relates
to the registration statement on Form S-8, Registration Statement No.33-35057.
<PAGE>
PART I
------
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 Alco
Standard Corporation, P.O. Box 834, Valley Forge, PA 19482, 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 following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated by reference by the Registrant and the
Plan in this registration statement:
(a) The Registrant's annual report on Form 10-K for the year ended
September 30, 1993 (as amended by its Form 10-K/A dated May 5, 1994);
(b) The Registrant's quarterly report on Form 10-Q for the quarter
ended December 31, 1993 (as amended by its Form 10-Q/A dated May 5, 1994);
(c) The Registrant's quarterly report on Form 10-Q for the quarter
ended March 31, 1994;
(d) The Registrant's quarterly report on Form 10-Q for the quarter
ended June 30, 1994;
(e) The Registrant's current report on Form 8-K dated June 30, 1994;
(f) The Registrant's registration statement on Form 8-A, relating to
the Registrant's preferred share purchase rights; and
(g) Description of the Registrant'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.
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.
<PAGE>
Item 4. Description of Securities
- ----------------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel
- -----------------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers
- --------------------------------------------------
The Ohio General Corporation Law (the Ohio Law"), 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 Ohio Law, the
Registrant has adopted, as part of its Code of Regulations, 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 claims brought in the right of the
Registrant where: i) such person is finally adjudged to be liable for
negligence or misconduct in the performance of a duty to the Registrant,
unless specific court approval for such indemnification is obtained; or ii)
the only liability asserted against a director is pursuant to Section
1701.95 of the Ohio Law (relating to unlawful loans, dividends or
distributions of assets).
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) Alco Standard Corporation Defined Contribution Plan
(4.1) 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).
(4.2) 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).
(23) Consent of Independent Auditors.
(24) Powers of Attorney.
<PAGE>
(24)(a) Certified resolution regarding Powers of Attorney.
<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.
(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 12th day of September 1994.
ALCO STANDARD CORPORATION
Date: September 12, 1994 By: /s/ Michael J. Dillon
-------------------------------------
(Michael J. Dillon)
Vice President and Controller
(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>
*RAY B. MUNDT Chairman September 12, 1994
---------------------------
(Ray B. Mundt)
*JOHN E. STUART President, Chief September 12, 1994
---------------------------
(John E. Stuart) Executive Officer
and Director
*KURT E. DINKELACKER Chief Financial September 12, 1994
--------------------------
(Kurt E. Dinkelacker Officer
/s/Michael J. Dillon Controller September 12, 1994
--------------------------
(Michael J. Dillon) (Principal
Accounting Officer)
*J. MAHLON BUCK, JR. Director September 12, 1994
----------------------------
(J. Mahlon Buck, Jr.)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*PAUL J. DARLING, II Director September 12, 1994
----------------------------
(Paul J. Darling, II)
*WILLIAM F. DRAKE, JR. Director September 12, 1994
----------------------------
(William F. Drake, Jr.)
*JAMES J. FORESE Director September 12, 1994
----------------------------
(James J. Forese)
*FREDERICK S. HAMMER Director September 12, 1994
----------------------------
(Frederick S. Hammer)
*BARBARA BARNES HAUPTFUHRER Director September 12, 1994
----------------------------
(Barbara Barnes Hauptfuhrer)
*DANA G. MEAD Director September 12, 1994
----------------------------
(Dana G. Mead
*PAUL C. O'NEILL Director September 12, 1994
----------------------------
(Paul C. O'Neill)
*ROGELIO G. SADA Director September 12, 1994
----------------------------
(Rogelio G. Sada)
*JAMES W. STRATTON Director September 12, 1994
----------------------------
(James W. Stratton)
</TABLE>
*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 September 12, 1994
----------------------------
(Hugh G. Moulton)
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Alco Standard Corporation Defined Contribution Plan has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Valley Forge, Pennsylvania, on the 12th day of
September, 1994.
Alco Standard Corporation
Defined Contribution Plan
/s/Nancy J. Church
----------------------------
(Nancy J. Church)
Plan Administrator
<PAGE>
INDEX TO EXHIBITS
Exhibits Page
-------- ----
(4) Alco Standard Corporation Defined Contribution Plan.
(4.1) 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).
(4.2) 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).
(23) Consent of Independent Auditors.
(24) Powers of Attorney.
(24)(a) Certified resolution regarding Powers of Attorney.
<PAGE>
ALCO STANDARD CORPORATION
DEFINED CONTRIBUTION PLAN
<PAGE>
ALCO STANDARD CORPORATION
DEFINED CONTRIBUTION PLAN
EFFECTIVE OCTOBER 1, 1989
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
Article Page
------- ----
<S> <C> <C>
Preamble 1
I. Definitions 2
II. Eligibility 8
III. Contributions to the Fund 9
IV. Participants' Accounts 12
V. Distribution of Benefits 13
VI. Vesting 30
VII. Withdrawals 32
VIII. Loans to Participants 38
IX. Administration 39
X. The Fund 45
XI. Amendment or Termination of the Plan 49
XII. Top-Heavy Provisions 51
XIII. General Provisions 61
Schedule A: Participating Companies 66
Schedule B: Prior Plans 67
</TABLE>
<PAGE>
ALCO STANDARD CORPORATION
DEFINED CONTRIBUTION PLAN
Alco Standard Corporation, an Ohio corporation, hereby adopts,
effective October 1, 1989, the following defined contribution profit-sharing
plan for the benefit of those of its employees who are eligible to participate
in the plan and designed to allow for investment in qualified employer
securities.
BACKGROUND
----------
1. As of September 30, 1989, separate defined contribution
retirement plans to which all contributions had previously ceased ("Frozen
Plans") were maintained by certain subsidiaries and divisions of Alco Standard
Corporation ("Alco") for the benefit of their respective employees.
2. Alco has determined to merge the Frozen Plans of certain of such
subsidiaries and divisions into a single newly established defined contribution
profit-sharing plan and to provide for participation in such plan of the
participants in Frozen Plans of certain other subsidiaries and divisions.
Therefore, effective October 1, 1989, the Alco Standard Corporation Defined
Contribution Plan is established.
-1-
<PAGE>
ARTICLE I
DEFINITIONS
-----------
Except where otherwise clearly indicated by context, the masculine
shall include the feminine, the singular shall include the plural, and vice-
versa.
1.1 "Account" shall mean the separate entry maintained in the records
-------
of the Trustee which represents the individual interest of a Participant in the
Fund. "Money Purchase Account" shall mean the Account to which are credited
----------------------
Participating Company contributions that were originally made to a money
purchase pension plan and gains and losses thereon. "Company Account" shall
---------------
mean the Account to which are credited Participating Company contributions
(other than contributions in the Money Purchase Account) and gains and losses
thereon. "Before-Tax Account" shall mean the Account to which are credited a
------------------
Participant's before-tax contributions and gains and losses thereon. "After-Tax
---------
Account" shall mean the Account to which are credited a Participant's after-tax
- -------
contributions and gains and losses thereon.
1.2 "Actuarial Equivalent" shall mean of equal actuarial value, based
--------------------
upon the factors and assumptions utilized by the insurance company from which
the Administrator directs the purchase of any annuity contract for the purpose
of providing benefits under the Plan.
-2-
<PAGE>
1.3 "Administrator" shall mean the person or persons designated
-------------
pursuant to Section 9.1.
1.4 "Affiliated Company" shall mean (a) any Alco division or
------------------
subsidiary (or division thereof) which would qualify as an includible
corporation (or division of an includible corporation) within the meaning of
section 1563(a) of the Code, (b) any member of an affiliated service group, as
determined under section 414(m) of the Code, of which a Participating Company is
a member, (c) any trade or business under common control with a Participating
Company, as determined under section 414(c) of the Code, and (d) any entity
required to be aggregated with a Participating Company pursuant to regulations
under section 414(o) of the Code. "50% Affiliated Company" shall mean an
----------------------
Affiliated Company, but with the phrase "more than 50%" substituted for the
phrase "at least 80%" in section 1563 (a) of the Code.
1.5 "Alco" shall mean Alco Standard Corporation, an Ohio corporation.
----
"Alco Committee" shall mean the Pension Committee of Alco. "Alco Stock" shall
-------------- ----------
mean the common stock of Alco.
1.6 "Board of Directors" shall mean the Board of Directors of Alco.
------------------
1.7 "Code" shall mean the Internal Revenue Code of 1986, as amended
----
from time to time.
-3-
<PAGE>
1.8 "Early Retirement Date" shall mean the date on which a
---------------------
Participant attains his 55th birthday.
1.9 "Effective Date" shall mean October 1, 1989, the effective date
--------------
of this Plan.
1.10 "Employee" shall mean any employee of a Participating Company
--------
who, as of the date such Participating Company joins in the Plan, was a
participant in a Prior Plan and had a funded account under such Prior Plan.
1.11 "ERISA" shall mean the Employee Retirement Income Security Act
-----
of 1974, as amended from time to time.
1.12 "Fund" shall mean the assets held by the Trustee pursuant to the
----
Trust Agreement executed under this Plan, increased by earnings, and decreased
by payment of benefits, expenses and investment losses.
1.13 "Investment Fund" means the funds or other various modes of
---------------
investment to which a Participant may direct the investment of the assets of his
Account. The Fund will consist of separate Investment Funds approved by the
Alco Committee and held by the Trustee, including the Stock Fund, which is an
unsegregated fund, together with the earnings thereon, invested solely in Alco
Stock. The Stock Fund will not be available to Participants until October 1,
1990.
The description of the investment characteristics of each Investment
Fund, will not limit or prevent the Trustee, in
-4-
<PAGE>
its discretion, from holding any portion of a fund in cash or in other forms of
short-term securities.
1.14 "Joinder Agreement" shall mean the instrument by which a
-----------------
Participating Company joins and becomes a party to the Plan and the Trust
Agreement. "Joinder Date" shall mean the date on which a Participating Company
------------
joins and becomes a party to the Plan and the Trust Agreement.
1.15 "Normal Retirement Date" shall mean the date on which a
----------------------
Participant attains his 65th birthday.
1.16 "Participant" shall mean an Employee or a former employee of a
-----------
Participating Company who has satisfied the requirements for participation in
this Plan under Article II.
1.17 "Participating Company" shall mean each division and subsidiary
---------------------
of Alco or division of a subsidiary which is designated by the Board of
Directors to adopt this Plan by action of its board of directors and which
executes a Joinder Agreement with respect to this Plan. The Participating
Companies and their respective Joinder Dates are listed in Schedule A attached
hereto and made a part hereof.
1.18 "Plan" shall mean the Alco Standard Corporation Defined
----
Contribution Plan, a profit-sharing plan, as set forth herein and as hereafter
may be amended from time to time.
1.19 "Plan Year" shall mean the twelve-consecutive month period
---------
commencing October 1, 1989 and each October 1 thereafter.
-5-
<PAGE>
1.20 "Predecessor Company" shall mean each corporation that is a
-------------------
predecessor in interest to a Participating Company whether due to merger,
consolidation, asset acquisition, or stock acquisition.
1.21 "Prior Plan" shall mean each qualified defined contribution
----------
retirement plan within the meaning of section 401(a) of the Code maintained by a
Participating Company as of the Joinder Date for such Participating Company and
merged with and into this Plan. The Prior Plans and their respective merger
dates are listed in Schedule B attached hereto and made a part hereof.
1.22 "Total Disability" shall mean a disability which wholly and
----------------
continuously disables the Participant from performing the duties of any
occupation for which he is, or might reasonably become, fitted by education,
training, or experience. Disability resulting from the following causes shall
not constitute Total Disability under the Plan:
(a) service in the Armed Forces or Merchant Marine of the
United States or any other country;
(b) warfare or acts of a public enemy;
(c) willful participation in any criminal act;
(d) intentionally self-inflicted or self-incurred injury; or
(e) use of drugs or narcotics contrary to law.
-6-
<PAGE>
1.23 "Trust Agreement" shall mean the agreement and declaration of
---------------
trust between Alco and the Trustee, executed under this Plan, the terms of which
are included herein by reference.
1.24 "Trustee" shall mean the corporate trustee or one or more
-------
individuals collectively designated by the Board of Directors to serve as
trustee under the Trust Agreement.
1.25 "Valuation Date" shall mean the last day of each month and each
--------------
interim date on which the Administrator determines that a valuation of the Fund
be made.
-7-
<PAGE>
ARTICLE II
ELIGIBILITY
-----------
2.1 Eligibility. Each Employee or former employee of a Participating
-----------
Company for whom one or more Accounts are maintained under this Plan as a result
of a merger of a Prior Plan into this Plan shall become a participant in the
Plan as of the Joinder Date for such Participating Company. No other employee
or former employee of a Participating Company shall be admitted to the Plan.
2.2 Data. Each Participant shall furnish to the Administrator such
----
data as the Administrator may consider necessary for the determination of the
Participant's rights and benefits under the Plan and shall otherwise cooperate
fully with the Administrator in the administration of the Plan.
2.3 Rights Affected. Each employee and former employee of a
---------------
Participating Company for whom all accounts maintained under a Prior Plan have
been distributed as of the Joinder Date for such Participating Company shall
receive no additional rights as a result of this Plan, but shall have their
rights and benefits determined solely under the Prior Plan as in effect before
the applicable Joinder Date.
-8-
<PAGE>
ARTICLE III
CONTRIBUTIONS TO THE FUND
-------------------------
3.1 Participating Company Contributions. Except with respect to
-----------------------------------
contributions made by a Participating Company to a Prior Plan which are
subsequently transferred to the Fund pursuant to and at the time of the merger
of such Prior Plan with and into the Plan, no contributions shall be made by a
Participating Company to the Plan.
3.2 Participant Before-Tax Contributions. Except with respect to
------------------------------------
before-tax contributions made by a Participant to a Prior Plan which are
subsequently transferred to the Fund pursuant to and at the time of the merger
of such Prior Plan with and into the Plan, no before-tax contributions shall be
made by a Participant to the Plan.
3.3 Participant After-Tax Contributions. Except with respect to
-----------------------------------
after-tax contributions made by a Participant to a Prior Plan which are
subsequently transferred to the Fund pursuant to and at the time of the merger
of such Prior Plan with and into the Plan, no after-tax contributions shall be
made by a Participant to the Plan.
3.4 Fund. The contributions transferred by Participating Companies
----
to the Fund pursuant to the mergers of Prior Plans with and into the Plan shall
constitute a fund held for the benefit of Participants and their eligible
beneficiaries under
-9-
<PAGE>
and in accordance with this Plan. No part of the principal or income of the
Fund shall be used for, or diverted to, purposes other than for the exclusive
benefit of such Participants and their eligible beneficiaries; provided that, in
the case of a contribution made by a Participating Company (1) as a mistake of
fact, (2) for which a tax deduction is disallowed, in whole or in part, by the
Internal Revenue Service, or (3) which is conditioned upon the initial
qualification of the Plan under section 401(a) of the Code and such initial
qualification cannot be obtained, the Participating Company shall be entitled to
a refund of said contribution.
(b) Any refund of contributions described in Subsection (a) must
be made (1) within one year after payment of a contribution made as a mistake of
fact, (2) within one year after disallowance of a deduction, to the extent of
such disallowance, or (3) within one year of the date on which the initial
qualification of the Plan is denied by the Internal Revenue Service, as the case
may be.
3.5 Administrative and Investment Expenses. All costs and expenses
--------------------------------------
incurred in administering the Plan will be paid out of the Fund to the extent
not paid by any Participating Company and consistent with the requirements of
the Code and ERISA.
3.6 Transfers of Assets.
-------------------
(a) As of June 30, 1990, the Trustee shall accept transfers of
assets from the San Sierra Business Systems, Inc.
-10-
<PAGE>
Profit Sharing Plan which represent a Participant's entire interest therein on
behalf of an Employee who previously was employed by San Sierra Business
Systems, Inc. and who has become employed by Associated Business Products, Inc.
(b) As of September 30, 1990, the Trustee shall accept transfers
of assets from the San Sierra Business Systems, Inc. Profit Sharing Plan which
represent a Participant's entire interest therein on behalf of an Employee who
previously was employed by San Sierra Business Systems, Inc. and who has become
employed by Automated Office Systems.
(c) As of October 1, 1990, the Trustee shall accept transfers of
assets from the Unijax, Inc. Capital Accumulation Plan which represent a
Participant's entire interest therein on behalf of an Employee who previously
was employed by Unijax and who has become employed by Distribix.
(d) Transfers shall be made in kind and assets shall be
allocated to the accounts described in Section 1.1 corresponding to the
accounts in the San Sierra Business Systems, Inc. Profit Sharing Plan or the
Unijax, Inc. Capital Accumulation Plan from which the assets were transferred.
-11-
<PAGE>
ARTICLE IV
PARTICIPANTS' ACCOUNTS
----------------------
4.1 Accounts. All contributions and earnings thereon may be invested
--------
in one commingled Fund for the benefit of all Participants. However, in order
that the interest of each Participant may be accurately determined and computed,
separate Company, Before-Tax, After-Tax, and Money Purchase Accounts shall be
maintained for each such Participant to reflect his interest in the Fund which
has accrued by reason of such contributions and gains and losses thereon.
4.2 Apportionment of Gain or Loss. The value of each Investment
-----------------------------
Fund, as computed pursuant to Section 10.6, shall be compared with the value of
such Investment Fund, as of the preceding Valuation Date. Any difference in the
value shall be the net increase or decrease of such Investment Fund, and such
amount shall be ratably apportioned by the Trustee on its books among the
Participants' Accounts which are invested in such Investment Fund at the current
Valuation Date.
4.3 Accounting for Allocations. The Administrator shall provide for
--------------------------
the establishment of accounting procedures for the purpose of making the
allocations, valuations and adjustments to each Participant's Account provided
for in this Article.
-12-
<PAGE>
ARTICLE V
DISTRIBUTION OF BENEFITS
------------------------
5.1 General. The interest of each Participant in the Fund shall be
-------
distributed in the manner, in the amount and at the time provided in this
Article, except as provided in Article VI and except in the event of the
termination of the Plan.
5.2 Normal Retirement. Each Participant shall have the right to
-----------------
retire from a Participating Company upon his Normal Retirement Date. On
retirement, the Participant's Account, valued in accordance with Section 10.6,
shall be paid to him or applied for his benefit in accordance with the
provisions of this Article.
5.3 Early Retirement. A Participant who has terminated employment
----------------
with a Participating Company and all Affiliated Companies shall be eligible for
early retirement benefits upon his Early Retirement Date, and his Account,
valued in accordance with Section 10.6, shall be paid to him or applied for his
benefit on (or commencing on) the date he elects in accordance with the
provisions of this Article. A Participant who is eligible for early retirement
benefits may elect to receive his benefits (or to have his benefit payments
commence) on (a) the first day of the month coincident with or next following
his Early Retirement Date, or (b) the first day of any month between his Early
Retirement Date and his Normal Retirement Date, or
-13-
<PAGE>
(c) the first day of the month coincident with or next following his Normal
Retirement Date.
5.4 Late Retirement. A Participant who remains in the employ of a
---------------
Participating Company beyond his Normal Retirement Date shall continue to
participate in the Plan on the same basis as other Participants. The
Participant's Account, valued in accordance with Section 10.6, shall be paid to
him or applied for his benefit when he actually retires, or, if earlier, on or
beginning on the mandatory benefit commencement date described in Section 5.15
in accordance with the provisions of this Article.
5.5 Death. If a Participant dies before the commencement of benefit
-----
payments, his Account, valued in accordance with Section 10.6, shall be paid to,
or applied for the benefit of, his spouse or designated beneficiary in
accordance with the provisions of Sections 5.10 and 5.12.
5.6 Total Disability.
----------------
(a) If a Participant, before his Normal or Early Retirement
Dates, suffers a Total Disability on account of which his employment is
terminated, his Account, valued in accordance with Section 10.6, shall be paid
to him or applied for his benefit in accordance with the provisions of this
Article following the determination of his Total Disability. If the value of the
Participant's Account is at least $3,500, his Account shall not be paid to him
or applied for his benefit until (1) he consents
-14-
<PAGE>
in writing to such payment or application, or (2) he attains what would have
been his Normal Retirement Date or (3) he dies.
(b) Total Disability shall be determined by the Administrator
which may consult with a medical examiner selected by it. The medical
examiner shall have the right to make such physical examinations and other
investigations as may be reasonably required to determine Total Disability.
5.7 Normal Form of Payment Upon Retirement or Disability.
----------------------------------------------------
(a) The normal form of benefit payment for a married Participant
shall be a joint and survivor annuity that is an annuity for the life of the
Participant with monthly installments payable after the death of the Participant
to such Participant's spouse, if then living, for the life of such spouse in an
amount equal to fifty percent (50%) of the benefit paid to the Participant. Such
joint and survivor annuity shall be the Actuarial Equivalent of the
Participant's Account.
(b) The normal form of benefit payment for an unmarried
Participant shall be a single life annuity with equal monthly installments
payable to the Participant for his lifetime. Such annuity shall be the Actuarial
Equivalent of the Participant's Account.
5.8 Optional Forms of Payment Upon Retirement or Disability.
-------------------------------------------------------
(a) In lieu of the normal form of benefit payment
-15-
<PAGE>
as determined under Section 5.7, a Participant may elect, subject to the rules
of Section 5.9, one of the following Actuarial Equivalent optional forms of
payment:
(1) a single life annuity; or
(2) a single life annuity with equal monthly installments
payable to the Participant for his lifetime, with one hundred and twenty (120)
or one hundred and eighty (180) monthly payments guaranteed; or
(3) a joint and survivor annuity with the Participant's
designated beneficiary, payable in monthly installments to the Participant for
his lifetime and with fifty percent (50%) or one hundred percent (100%) of the
amount of such monthly installment payable after the death of the Participant to
the designated beneficiary of such Participant, if then living, for the life of
such designated beneficiary; or
(4) approximately equal monthly, quarterly, semi-annual or
annual installments over a period not to exceed the life expectancy or joint
life expectancies of the Participant or of the Participant and his designated
beneficiary (with such life expectancy or expectancies to be determined on the
basis of assumptions selected by the Administrator in accordance with applicable
regulations under the Code); provided, however, that: (A) the amount of each
installment payment may fluctuate on account of an increase or decrease in the
value of the Participant's Account (in accordance with Section 10.6) and (B) in
the
-16-
<PAGE>
event of the Participant's death before his receipt of the prescribed number of
payments, the unpaid portion of his Account, if any, shall be paid in a single
sum to his designated beneficiary within one year of death; or
(5) a single sum payment.
(b) Notwithstanding the foregoing, the Actuarial Equivalent
single sum value of the benefit payable to the Participant must exceed the
Actuarial Equivalent single sum value of the benefit payable to a beneficiary,
both determined as of the benefit commencement date.
5.9 Rules for Election of Optional Forms of Payment. The following
-----------------------------------------------
rules shall be uniformly and nondiscriminatorily applied with respect to the
election of optional forms of benefit payment by filing written notice in the
form and manner prescribed by the Administrator.
(a) A Participant may elect an optional form of benefit payment
at any time during the period commencing 90 days before the first day of the
calendar month for which benefits are first payable to the Participant and
terminating on such benefit commencement date. If a Participant notifies the
Administrator less than 90 days before the first day of the month for which his
benefit payments would commence of his intent to terminate employment, the
election period will end on the lapse of the full 90-day period commencing with
such notice, and benefit payments will commence on the first day of the month
coincident with or
-17-
<PAGE>
next following the lapse of such election period with benefit payments made
retroactive to the first day of the month coincident with or next following the
announced retirement of the Participant.
(b) A Participant who has a spouse may elect to receive an
optional form of benefit payment other than that provided in Subsection 5.7(a)
or Subsection 5.8(a)(3) only if (1) the spouse (A) consents in writing not to
receive the normal form of benefit payment, and (B) if applicable, consents in
writing to the specific beneficiary or beneficiaries designated by the
Participant pursuant to his election, (2) such consent acknowledges its own
effect, and (3) such consent is witnessed by a notary public. Except as
specifically provided to the contrary in this Plan, the Participant may not
change his form of benefit payment or beneficiary without the consent of his
spouse, unless the original consent of the spouse expressly permits the
Participant to make changes without further consent of the spouse. A Participant
is not required to comply with the above steps if he establishes to the
satisfaction of a Plan representative that he either has no spouse or that his
spouse cannot be located, or if he is legally separated or has been abandoned
(within the meaning of local law) and has a court order to that effect.
(c) A Participant shall have the right to revoke his waiver of
the automatic form of benefit payment in the form of a joint and survivor
annuity. Such revocation may be made at
-18-
<PAGE>
any time (and any number of times) prior to the Participant's benefit
commencement date and may be made without the consent of the Participant's
spouse.
(d) In the event of the death of a Participant's spouse before
the first day of the month in which the Participant's benefit payments are
scheduled to commence, but after an election of a joint and survivor annuity has
been made hereunder, the election shall be automatically revoked.
5.10 Distribution of Death Benefits.
------------------------------
(a) In the case of the death of a married Participant before the
commencement of any benefits hereunder, death benefits shall be paid to the
Participant's spouse in the form of an annuity for the life of the spouse that
is the Actuarial Equivalent of the balance of the Participant's Account as of
the date of his death, unless (1) the Participant elects, during the period
beginning on the first day of the Plan Year in which he attains age 35 and
ending on the date of his death, to have death benefits be payable to a
beneficiary other than his spouse and/or to have death benefits be payable in a
single sum; (2) the Participant's spouse consents in writing not to receive
death benefits or to receive a single sum; (3) if applicable, the Participant's
spouse consents in writing to the specific beneficiary designated by the
Participant pursuant to his election; (4) such consent acknowledges its own
effect; and (5) such consent is witnessed by a notary public.
-19-
<PAGE>
A married Participant is not required to comply with steps (2) through
(5) if he establishes to the satisfaction of a Plan representative that his
spouse cannot be located, or if he is legally separated or has been abandoned
(within the meaning of local law) and has a court order to that effect.
Death benefits payable to any beneficiary other than the
Participant's spouse shall be paid in a single sum.
(b) In the case of an unmarried Participant, death benefits shall
be paid to the Participant's designated beneficiary in the form of a single sum
payment that is equal to the balance of the Participant's Account as of the date
of his death.
(c) In the case of an annuity being paid to the surviving spouse
of a deceased married Participant in accordance with Subsection (a), such
benefit shall commence (1) on any date when the Participant could have elected
to receive immediate retirement benefits, but not later than the date that would
have been the Participant's Normal Retirement Date, as elected in writing by the
surviving spouse; or (2) if the Participant dies on or after his Normal
Retirement Date, in the month following the month in which he dies.
5.11 Mandatory Benefit Commencement. If a Participant is still
------------------------------
employed by a Participating Company or any Affiliated Company when he reaches
the mandatory benefit commencement date applicable to him (as described in
Section 5.15(a)), he shall
-20-
<PAGE>
begin to receive benefits in accordance with the minimum distribution rules of
section 401(a)(9) of the Code. When he actually retires, the balance remaining
in his Account, valued in accordance with Section 10.6, shall be distributed in
the normal form described in Section 5.7 or in the optional form he elects under
Sections 5.8 and 5.9.
5.12 Beneficiary Designation.
-----------------------
(a) The designation of a beneficiary to receive any remainder of
a guaranteed number of payments may be made or changed until the date on which
the guaranteed payment period has expired. If no designation is made, or if all
of the beneficiaries named in such designation predecease the Participant or
cannot be located by the Administrator, the remaining interest, if any, of the
deceased Participant in his Account shall be paid in the form of a single sum
payment within one year of death to the Participant's surviving spouse, or, if
none, to the Participant's estate.
(b) Subject to the provisions of Subsection (a) and to the
provisions set forth in this Article relating to the rights of spouses to
survivor benefit payments, each Participant shall have the unrestricted right at
any time prior to the commencement of benefits to designate or to change the
previous designation of the beneficiary or beneficiaries who shall receive, on
or after his death, benefits by executing and filing
-21-
<PAGE>
with the Administrator a form prescribed by the Administrator for that purpose.
(c) Subject to the provisions set forth in this Article relating
to the rights of spouses to survivor benefit payments, each Participant shall
have the further unrestricted right to revoke and to change, at any time and
from time to time prior to the commencement of benefits, any beneficiaries
previously designated by him by executing and filing with the Administrator a
form prescribed by the Administrator for that purpose. No designation,
revocation or change of beneficiaries shall be valid and effective unless and
until filed with the Administrator.
5.13 Information to Participants.
---------------------------
(a) The Administrator shall supply to each Participant written
information relating to the terms and conditions of the preretirement surviving
spouse annuity and the joint and survivor annuity form of benefit; the rules
relating to the election of alternative forms of benefit for married
Participants and the revocation of such elections; and the rights of the
Participant's spouse with respect to all such benefits.
(b) The information relating to the preretirement surviving
spouse benefit shall be provided:
(1) once during the Plan Year in which the Participant
attains ages 32, 33 or 34, or, if later, within a
-22-
<PAGE>
reasonable period of time after the Participant first begins to participate in
the Plan;
(2) in the case of a Participant who terminates his
employment before attaining age 35 and before receiving such written
information, within a reasonable period of time after the Participant's
termination of employment; and
(3) in the case of a Participant to whom the preretirement
surviving spouse benefit has not previously applied, within a reasonable
period of time after such benefit first applies to the Participant.
(c) The information relating to the joint and survivor annuity
form of benefit shall be provided within a reasonable period of time before the
Participant's benefit commencement date.
5.14 Payment of Alco Stock. Distribution shall normally be made in
---------------------
cash; provided, however, that a Participant who has elected to receive a single
sum payment of his Account may request, in the manner and at the time prescribed
by the Administrator, to receive his interest in the Stock Fund in the form of
whole shares of Alco Stock, with cash for fractional shares. This option to
receive a distribution in the form of Alco Stock is effective on or after
October 1, 1990.
5.15 Timing of Payment.
-----------------
(a) (1) Distribution of a Participant's Account shall be
made or shall commence by the mandatory commencement
-23-
<PAGE>
date described in paragraph (2), (3), or (4), whichever is applicable.
(2) Until January 1, 1989, the "mandatory commencement
date" for purposes of paragraph (1) shall be the April 1st that follows the
later of:
(A) the end of the calendar year in which the
Participant attains age 70 1/2, or
(B) the end of the calendar year in which the
Participant's employment with all Participating Companies and all Affiliated
Companies terminates.
Notwithstanding the foregoing, clause (B) shall not apply in the case
of a Participant who is a five-percent (5%) owner (as defined in section
416(i)(1)(B) of the Code) at any time during the five-Plan-Year period ending in
the calendar year in which the Participant attains age 70 1/2.
If a Participant becomes a five-percent (5%) owner during any Plan
Year after the end of the five-Plan-Year period described above, distribution of
his Account under this Plan shall commence not later than the April 1st that
follows the end of the calendar year which includes the last day of the Plan
Year in which the Participant becomes a five-percent (5%) owner.
(3) Beginning on January 1, 1989, the "mandatory
commencement date" for purposes of paragraph (1) shall be the April 1st that
follows the end of the calendar year in which the Participant attains age 70
1/2; provided, however, that in
-24-
<PAGE>
the case of a Participant who attains age 70 1/2 before January 1, 1988 and who
is not a five-percent (5%) owner at any time during the Plan Year ending during
the calendar year in which he attains age 66 1/2 or any subsequent Plan Year,
the "mandatory commencement date" shall continue to be the date described in
paragraph (2).
(4) Notwithstanding paragraph (3), a Participant who
attains age 70 1/2 in 1988, who is not a five-percent (5%) owner at any time
during the five-Plan-Year period ending in the calendar year in which he attains
age 70 1/2, and who has not retired by January 1, 1989 shall be treated as
having retired on January 1, 1989, and his "mandatory commencement date" shall
be April 1, 1990.
(b) Assuming that a Participant has made proper application for
distribution of his Account in accordance with Section 5.17, the Participant
shall begin to receive benefits no later than the later to occur of:
(1) the 60th day after the end of the Plan Year which
includes the Participant's Normal Retirement Date, or
(2) the 60th day after the end of the Plan Year in which
the Participant's employment with all Participating Companies and all Affiliated
Companies terminates.
(c) This section shall be construed to comply with the
provisions of section 401(a)(9) of the Code and the regulations thereunder. Such
provisions shall override any
-25-
<PAGE>
distribution options in the Plan which are inconsistent with section 401(a)(9)
of the Code.
(d) Pursuant to a valid deferral election filed by the
Participant with the Administrator (or the administrator of a Prior Plan) before
January 1, 1984 and not subsequently revoked, the commencement of payment of his
Account may be postponed to a date which is later than that set forth in
Subsection (a) or (b).
(e) If distribution of the Participant's Account has begun,
and if the Participant dies before his entire Account has been distributed to
him, the remaining portion of such Account shall be distributed at least as
rapidly as under the method being used as of the date of his death.
(f) If the Participant dies before distribution of his Account
has begun, the Participant's entire Account shall be distributed within five
years after his death, unless it is distributed in accordance with Subsection
(g).
(g) If the Participant dies before distribution of his Account
has begun, and if
(1) any portion of his Account is payable to a designated
beneficiary,
(2) such portion is to be distributed over the life of such
beneficiary or over a period not longer than the life expectancy of such
beneficiary, and
-26-
<PAGE>
(3) such distribution begins not later than one year after
the date of the Participant's death (or such later date as the Secretary of the
Treasury may prescribe in regulations),
then such portion shall be treated as distributed on the date on which the
distribution begins.
(h) If the designated beneficiary referred to in Subsection (g)
is the Participant's surviving spouse, the date on which distribution is
required to begin under Subsection (g)(3) shall not be earlier than the date on
which the deceased Participant would have attained age 70 1/2. Furthermore, if
the surviving spouse dies before distribution to such spouse begins, this
Subsection (h) shall be applied as if the spouse were the Participant.
(i) For the purposes of this Section, the life expectancy of the
Participant and his spouse may be redetermined, but may not be redetermined more
often than annually.
5.16 Cash-Outs of Small Accounts.
---------------------------
(a) Notwithstanding anything in this Article to the contrary,
if a Participant's Account is valued at less than $3,500, such Account will be
distributed in a single sum payment to the Participant or his beneficiary and
will be distributed prior to the Participant's Normal Retirement Date without
obtaining the Participant's consent. In no event shall a distribution be made
under this Section after (a) the first day of the first
-27-
<PAGE>
period for which an amount is payable as an annuity or (b) in the case of a
benefit not payable in annuity form, the first day on which all events have
occurred which entitle the Participant to such benefit, unless the Participant
and his spouse (or, if the Participant has died, the surviving spouse)
consent(s) in writing to a distribution under this Section. Such consent shall
be made in a form and manner similar to that described in Section 5.9(b).
(b) If the value of a Participant's Account at the time of a
distribution is at least $3,500, the value of his Account at any later time
shall be deemed to be at least $3,500 for purposes of determining whether the
Participant's benefit may be cashed out.
5.17 Claims for Benefits. Payment of or from a Participant's Account
-------------------
shall commence when properly written application for same is received by the
Administrator. In the event that a Participant fails to apply to the
Administrator for payment of his Account by his Normal Retirement Date or by the
date on which his employment terminates, if later, the Administrator shall make
diligent efforts to locate such Participant. Except as provided in Section
5.15, the Administrator shall be under no obligation to make payments at any
time for the period in which all or any portion of his Account would have been
payable if the Participant had made timely application for payment of his
Account.
-28-
<PAGE>
5.18 Mailing Address. Benefit payments and notifications hereunder
---------------
shall be deemed made when mailed to the last address furnished to the
Administrator.
5.19 Employees of Drumstick Company. Notwithstanding anything
------------------------------
contained in this Article V to the contrary, any Participant who is employed by
the Drumstick Company and whose participation in the Plan terminates as a result
of the sale of Drumstick Company on January 29, 1991 shall be paid his Account
as soon as administratively practicable following January 29, 1991 subject to
the requirements for Participant's consent as described in Section 5.16.
5.20 Employees of American Warehouses, Inc. Notwithstanding anything
--------------------------------------
contained in this Article V to the contrary, any Participant who is employed by
American Warehouses, Inc. division of Paper Corporation of America and whose
participation in the Plan terminates as a result of the sale of American
Warehouses, Inc. on February 13, 1991 shall be paid his Account as soon as
administratively practicable following February 13, 1991 subject to the
requirements for Participant's consent as described in Section 5.16.
-29-
<PAGE>
ARTICLE VI
VESTING
-------
6.1 Full Vesting. All Participants shall be fully vested in their
------------
Accounts.
6.2 Timing of Payment to Terminated Vested Participant.
--------------------------------------------------
(a) In the case of a Participant who has terminated employment
with a Participating Company and all Affiliated Companies (other than by
retirement, death, or Total Disability as provided in Article V) and the value
of his Account is less than $3,500, his Account shall be paid to such
Participant in a single sum within 60 days after the end of the Plan Year in
which such termination of employment occurs.
(b) A distribution under Subsection (a) shall in no event be
made after (1) the first day of the first period for which an amount is payable
as an annuity or (2) in the case of a benefit not payable in annuity form, the
first day on which all events have occurred which entitle the Participant to
receive his benefit in a form other than an immediate single sum payment, unless
the Participant and his spouse (if any) consent in writing to receive an
immediate single sum payment. Such consent shall be made in a form and manner
similar to that described in Section 5.9(b).
-30-
<PAGE>
(c) In the case of a Participant who has terminated employment
with a Participating Company and all Affiliated Companies (other than by
retirement, death, or Total Disability as provided in Article V) and the value
of his Account is at least $3,500, his Account shall be paid to or applied for
the benefit of such Participant as if he had continued employment until his
Normal Retirement Date. The Administrator shall begin distribution to the
Participant earlier than the date described in the preceding sentence if the
Participant and his spouse consent in writing to such earlier distribution.
Consent of the spouse shall be made in a form and in a manner similar to that
described in Section 5.9(b).
The Accounts payable under this Subsection shall be paid in a form
provided for in Article V.
-31-
<PAGE>
ARTICLE VII
WITHDRAWALS
-----------
7.1 Voluntary Withdrawals.
---------------------
(a) Withdrawal from After-Tax Account. A Participant may
---------------------------------
withdraw at any time all or any portion of his After-Tax Account.
(b) Withdrawal from Company Account. Except as may be
-------------------------------
provided in Section 7.2 or 7.7, a Participant may not withdraw any portion of
his Company Account.
(c) Withdrawal from Before-Tax Account. Except as may be
----------------------------------
provided in Section 7.2, a Participant may not withdraw any portion of his
Before-Tax Account before he has attained age 59 1/2. A Participant may withdraw
at any time all or any portion of his Before-Tax Account after he has attained
age 59 1/2.
(d) Withdrawals from Money Purchase Account. A Participant
---------------------------------------
may not withdraw any portion of his Money Purchase Account.
(e) Provisions Relating to Withdrawals.
----------------------------------
(1) Withdrawals will be made under this Section 7.1
following written notice to the Administrator.
(2) No withdrawal may be effected under this Section 7.1
more frequently than once in any calendar quarter.
(3) A Participant may not replace any portion of his
Account withdrawn under this Section 7.1.
-32-
<PAGE>
(4) No withdrawal shall be permitted under this Section
7.1 unless it has a fair market value of at least $500, unless such withdrawal
represents the full amount that may be withdrawn hereunder.
(5) No withdrawal shall be permitted under the Plan except
as permitted in Section 7.1 or 7.2.
7.2 Hardship Withdrawals.
--------------------
(a) In addition to the rights provided in Section 7.1, a
Participant may make a withdrawal from his Company Account and a withdrawal from
his Before-Tax Account not greater than his before-tax contributions not
previously withdrawn plus earnings thereon credited as of December 31, 1988 in
case of unusual hardship as may be presented in writing to, demonstrated to the
satisfaction of, and specifically approved by the Administrator.
(b) A withdrawal in the case of unusual hardship shall only be
permitted if:
(1) the Administrator determines that in light of an
immediate and heavy financial need of the Participant the withdrawal is
necessary for:
(A) the payment of medical expenses described in
section 213(d) of the Code and incurred by the Participant, his spouse, or any
of the Participant's dependents (as defined in section 152 of the Code), or the
payment of amounts necessary for such individuals to obtain such medical
-33-
<PAGE>
care, so long as such expenses are ineligible for reimbursement by an insurance
carrier;
(B) costs directly related to the purchase
(excluding mortgage payments) or payment for construction or substantial
rehabilitation of a principal residence of the Participant;
(C) the payment of tuition and related educational
fees for up to the next 12 months of post-secondary education for the
Participant, his spouse, children, or dependents (as defined in section 152 of
the Code);
(D) payments to prevent the eviction of the
Participant from his principal residence or foreclosure on the mortgage of the
Participant's principal residence;
(E) the payment of tax levies assessed by federal,
state or local taxing authorities, including interest and penalties assessed
thereon, or excise taxes; or
(F) the payment of expenses incurred under such other
circumstances as may be prescribed by the Secretary of the Treasury; and
(2) the Participant represents on forms provided by the
Administrator that the amount of the withdrawal does not exceed that amount
required to meet the immediate financial need created by the hardship and that
the financial need cannot be satisfied from other resources reasonably available
to the Participant, and provided that the Administrator
-34-
<PAGE>
does not have actual knowledge that it may not rely upon the Participant's
representation.
(c) A Participant may not replace any portion of his Account
withdrawn under Section 7.2.
(d) The provisions of this Section 7.2 shall be applied on a
uniform and nondiscriminatory basis.
7.3 Amount and Payment of Withdrawals.
---------------------------------
(a) For the purpose of paying the amounts to be distributed to a
Participant under the provisions of this Article, the value of each Investment
Fund and the amount of the Participant's interest therein shall be determined in
accordance with the provisions of Section 10.6.
(b) Amounts payable under the provisions of this Article to a
Participant whose Account has a value of less than $3,500 shall be paid in a
single sum. Amounts payable under the provisions of this Article to a
Participant whose Account has a value of at least $3,500 shall be paid in such
form of payment as provided under Article V.
(c) If a Participant requests a withdrawal, distribution shall
be made out of the Participant's interest in the various Investment Funds in
proportion to the Participant's share in such Investment Fund.
7.4 Withdrawal of Pledged Amount. No amount that is security for a
----------------------------
loan under Article VIII may be withdrawn.
-35-
<PAGE>
7.5 Spousal Consent. When a married Participant applies for a
---------------
withdrawal from the Plan, he and his spouse shall execute and deliver to the
Administrator a written statement acknowledging (a) that the spouse consents to
the withdrawal and (b) that they understand that the withdrawal will reduce the
amount of benefits that will later be payable to the Participant and/or the
spouse under this Plan. Such statement shall be made in a form and manner
similar to that described in Section 5.9(b).
7.6 Priority of Withdrawals. With respect to any withdrawal under
-----------------------
Sections 7.1 or 7.2, a Participant must make withdrawals in the following order
of priority: (a) his After-Tax Account; (b) his Company Account; and (c) his
Before-Tax Account.
7.7 Small Account Withdrawal. A Participant may elect to withdraw
------------------------
his entire Company Account if the value of his Company Account is less thaan
$250.00 and
(a) his Company Account consists entirely of (1) contributions
made by his employer and allocated to his Company Account at least 24 months
prior to the date of withdrawal and/or (2) forfeitures attributable to employer
contributions which were made at least 24 months prior to the date of
withdrawal, even if such forfeitures were allocated less than 24 months prior to
the date of withdrawal; or
(b) he has been a Participant in the Plan or the predecessor
plan to which his employer originally made the con-
-36-
<PAGE>
tributions constituting his Company Account for at least 60 months as of the
date of withdrawal.
-37-
<PAGE>
ARTICLE VIII
LOANS TO PARTICIPANTS
---------------------
8.1 Availability of Loans. New loans secured by Participants'
---------------------
Accounts shall not be available under the Plan. In the event a Participant
received a loan from a Prior Plan, the outstanding balance of which had not been
repaid as of the Joinder Date applicable to the Prior Plan in which such
Participant participated, such Participant shall continue to be bound by the
terms of such loan, substituting the Trustee as payee and secured party for the
trustee of the Prior Plan in question and the Account under the Plan as security
for such loans. Nothing herein shall be construed as permitting any new loans
or extensions or renegotiations of any existing loans.
8.2 Additional Rules. The Administrator may establish rules relating
----------------
to outstanding Participant loans under the Plan, which rules shall be applied on
a uniform and non-discriminatory basis.
-38-
<PAGE>
ARTICLE IX
ADMINISTRATION
--------------
9.1 Administrator.
-------------
(a) The Administrator of the Plan shall be the person from time
to time appointed as the Administrator of the Alco Standard Corporation
Participating Companies Pension Plan. Such Administrator shall be responsible
for the general administration of the Plan under the policy guidance of the Alco
Committee. The Administrator may be in the employ of Alco and may be a member of
an Administrative Committee (if any, which he may appoint), the Alco Committee,
or a Trustee, and shall receive no special or additional compensation, other
than reimbursement of expenses, for his service as Administrator.
(b) The Administrator shall have all powers 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 Alco Committee with regard to appeals under Section 9.6) shall be final,
conclusive, and binding on all persons.
9.2 Duties and Powers of Alco Committee. In addition to any duties
-----------------------------------
and powers described elsewhere herein, the Alco Committee shall have the
following special duties and powers:
(a) to retain such consultants, accountants, actuaries, and
attorneys, as deemed necessary or desirable, to
-39-
<PAGE>
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. Any consultants, accountants, or attorneys may be the same as those
retained by Alco or the Participating Company; and
(b) to decide appeals under Section 9.6.
9.3 Duties and Powers of Administrator. In addition to the duties
----------------------------------
and powers described elsewhere herein, the Administrator shall have the
following specific duties and powers:
(a) to enact uniform and non-discriminatory rules, regulations
and procedures to carry out the provisions of the Plan;
(b) to resolve questions or disputes relating to eligibility for
benefits or the amount of benefits under the Plan;
(c) to conduct the day-to-day administration of the Plan subject
to the control and guidance of the Alco Committee;
(d) to interpret the provisions of the Plan;
(e) to set uniform policies in order that the Plan may be
operated in a non-discriminatory manner;
(f) to evaluate administrative procedures;
(g) to appoint, at the Administrator's discretion, an
Administrative Committee;
-40-
<PAGE>
(h) to delegate such duties and powers, as the Administrator
shall determine from time to time, to any person or persons, including the
Administrative Committee; and
(i) to establish reasonable procedures to determine the
qualified status of domestic relations orders, as provided in section 414(p) of
the Code, which relate to the Plan, and to administer distributions under such
qualified orders. To the extent provided in any domestic relations order which
is found to be a qualified domestic relations order (as defined in the Code),
the former spouse of a Participant shall be treated as a surviving spouse for
purposes of this Plan, and any other spouse of the Participant shall not be
treated as a spouse of the Participant.
9.4 Functioning of Administrator. The Administrator and
----------------------------
Administrative Committee shall keep accurate records and minutes of meetings,
interpretations and decisions. The Administrative Committee shall act by
majority vote of the members, and such action shall be evidenced by a written
document.
9.5 Adverse Determinations. If, at any time, the Administrator makes
----------------------
a determination adverse to a Participant or any other claimant with respect to a
written claim for benefits or participation under the Plan (including a
withdrawal request), the Administrator shall notify the claimant in writing of
such determination setting forth:
(a) the specific reason or reasons therefor;
-41-
<PAGE>
(b) the reference to the specific provision or provisions hereof
on which such determination is based;
(c) a description of any additional material or information
necessary for the claimant to perfect the claim and an explanation of why such
material or information is necessary; and
(d) an explanation of the rights and procedures set forth in
this Section.
The Administrator's decision shall be forwarded to the claimant within
90 days of the Administrator's receipt of the claim; provided, however, that in
special circumstances the Administrator may extend the response period for up to
an additional 90 days, provided that the Administrator so notifies the claimant
in writing and specifies the reason or reasons for such extensions.
9.6 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 himself or through his duly authorized
representative:
(a) request in writing, within 60 days of receipt of such
notice, a review of the Administrator's determination by the Alco Committee;
(b) review pertinent documents; and
(c) submit issues and comments with respect to the controversy
in writing to the Alco Committee.
-42-
<PAGE>
The Alco Committee shall render a decision within 60 days of receipt
of a request for review, which decision shall be in writing and shall set forth
the specific reasons for the decision reached and the specific provisions of the
Plan on which the decision is based. The Alco Committee may extend the 60-day
response period in special circumstances for up to an additional 60 days.
Written notice of the extension shall be sent to the claimant prior to the
commencement of the extension. A copy of such decision shall be delivered to
the Participant and maintained in the records of the Alco Committee.
9.7 Deemed Denials. If for any reason the written notice of denial
--------------
described in Section 9.5 is not furnished within 90 days of the Alco Committee's
receipt of a claim for benefits, the claim shall be deemed to be denied.
Likewise, if for any reason the written decision on review described in Section
9.6 is not furnished within the time prescribed, the claim shall be deemed to be
denied on review.
9.8 Indemnification. The Administrator and each member of the Alco
---------------
Committee shall be indemnified by Alco against expenses (other than amounts paid
in settlement to which Alco 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
-43-
<PAGE>
gross negligence in the performance of his duties. The foregoing right to
indemnification shall be in addition to such other rights as the Administrator
or Alco Committee member may enjoy as a matter of law or by reason of insurance
coverage of any kind. Rights granted hereunder shall be in addition to and not
in lieu of any rights to indemnification to which the Administrator or Alco
Committee member may be entitled pursuant to the by-laws of Alco.
-44-
<PAGE>
ARTICLE X
THE FUND
--------
10.1 Designation of Trustee. Alco, by appropriate resolution of its
----------------------
Board of Directors, shall name and designate a Trustee and enter into a Trust
Agreement. Alco shall have the power, by appropriate resolution of its Board of
Directors, to amend the Trust Agreement, remove the Trustee, and designate a
successor Trustee, as provided in the Trust Agreement. All of the assets of the
Plan shall be held by the Trustee for use in accordance with this Plan in
providing for the benefits hereunder.
10.2 Exclusive Benefit. Before the satisfaction of all liabilities
-----------------
under the Plan in the event of termination of the Plan, no part of the corpus or
income of the Fund 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.
10.3 No Interest in Fund. No persons shall have any interest in, or
-------------------
right to, any part of the assets or income of the Fund, except as to and to the
extent expressly provided in this Plan and in the Trust Agreement.
10.4 Trustee. The Trustee shall be the named fiduciary with respect
-------
to management and control of Plan assets held by it
-45-
<PAGE>
and shall have exclusive and sole responsibility for the custody and investment
thereof in accordance with the Trust Agreement.
10.5 Investments.
-----------
(a) General. Except as provided in this Section, as of
-------
October 1, 1990, the Trustee shall invest Participants' Accounts in such
Investment Funds as each Participant may select in accordance with this Section.
Such investments acquired in the manner prescribed by the Plan shall be held by
or for the Trustee.
(b) Investment Funds. Except with respect to Accounts which are
----------------
invested, in part, in certain specified assets, a Participant shall select in
writing, on a form prescribed by the Administrator, which one or more of the
Investment Funds in which his Account shall be invested, and the percentage
thereof that shall be invested in each in whole percentages totaling 100%. A
Participant may amend such selection by prior written notice to the
Administrator, on a form prescribed by the Administrator, no more than twice
within one 12-month period, effective as of the end of the month in which such
request is received by the Administrator. If the Trustee receives no direction
from a Participant, his entire Account shall be invested in the Investment Fund
or Funds selected by the Trustee.
(c) Commingled Investment Funds. The amounts held on behalf
---------------------------
of all Participants in each Investment Fund shall be commingled for investment
purposes.
-46-
<PAGE>
(d) Voting Rights. Each Participant or beneficiary shall have
-------------
the right to direct the Trustee as to the exercise of all voting rights with
respect to amounts held in the Stock Fund, and the Trustee shall solicit those
votes when appropriate; provided, however, that in the absence of such direction
with respect to any amounts held in the Stock Fund, the Trustee shall exercise
the voting rights with respect to the amounts held in the Stock Fund.
(e) Tender for Alco Stock. In the event Alco Stock is the
---------------------
object of a tender offer pursuant to Regulation 14D of the Securities Exchange
Act of 1934, or any substantially similar state statute or regulation, the
Trustee shall not tender any shares of Alco Stock held by the Trustee in any
Account unless the Trustee shall be so instructed by the Participant for whose
Account the shares are held to tender such shares. The purchase by the tender
offerer of any shares so tendered shall be deemed to result in the withdrawal of
the shares so purchased first from the Participant's After-Tax Account, then
from his Before-Tax Account, then from his Company Account, and finally from his
Money Purchase Account; provided, however, that any purchase of tendered Alco
Stock shall not be deemed to be a withdrawal from any Account prior to the time
withdrawals may be made pursuant to the Plan's terms.
(f) Pledged Amounts. If any portion of an Account is to be
---------------
used as security for a loan under Article VIII,
-47-
<PAGE>
such Account shall be invested entirely in a fixed-income Investment Fund until
the Account is released and is no longer security for the loan.
10.6 Valuation of Funds.
------------------
(a) The amount in any Investment Fund credited to the Account
of a Participant shall be determined by the fair market value of the Investment
Fund as of the Valuation Date coinciding with or immediately following the date
the request for a transfer or a distribution due to withdrawal or termination of
employment for any reason is received by the Administrator.
(b) Notwithstanding the foregoing, for purposes of transfers
to the Stock Fund, the number of shares to be credited to the Participant's
Account shall be based on the price of the stock on the last day of the month in
which the Participant's request for transfer is received by the Administrator.
For purposes of withdrawals, distributions, and transfers from the Stock Fund,
the amount debited to the Participant's Account shall be based on the price of
the stock on the last day of the month in which the Participant's request for
the withdrawal, distribution, or transfer is received by the Administrator.
-48-
<PAGE>
ARTICLE XI
AMENDMENT OR TERMINATION OF THE PLAN
------------------------------------
11.1 Amendment. Alco reserves the right at any time, and from time to
---------
time, by action of its Board of Directors to alter, amend and modify, in whole
or in part, the provisions of the Plan and the Trust Agreement; provided,
however, that it shall be impossible, except as provided in Section 3.4, for any
part of the corpus or income of the Fund, at any time, to be used for, or
diverted to, purposes other than for the exclusive benefit of the Participants
or their beneficiaries.
11.2 Termination. The Plan and the Fund forming part of the Plan may
-----------
be terminated by Alco at any time. In the event of a termination or partial
termination or in the event Alco is dissolved, liquidated or adjudicated as
bankrupt, the interest of the Participants, their estates and beneficiaries
shall be nonforfeitable. Upon termination of the Plan, the interest of each
Participant shall be distributed as soon as administratively feasible. When all
assets shall have been paid out by the Trustee, the Fund shall cease.
11.3 Merger. The Plan shall not be merged or consolidated with or
------
have its assets transferred to any other qualified retirement plan unless each
Participant would (assuming the Plan then terminated) receive a benefit after
such merger, consolidation or transfer which is of actuarial value equal to or
greater
-49-
<PAGE>
than the benefit he would have received from the value of his Account if the
Plan had been terminated on the day before such merger, consolidation or
transfer.
-50-
<PAGE>
ARTICLE XII
TOP-HEAVY PROVISIONS
--------------------
12.1 General. The following provisions shall apply automatically to
-------
the Plan and supersede any contrary provisions for each Plan Year in which it is
a Top-Heavy Plan. It is intended that this Article shall be construed in
accordance with the provisions of section 416 of the Code.
12.2 Definitions. The following definitions shall supplement those
-----------
set forth in Article I of the Plan:
(a) "Aggregation Group" shall mean:
-----------------
(1) each plan (including a frozen plan or a plan which has
been terminated during the 60-month period ending on the Determination Date) of
the Participating Company or an Affiliated Company in which a Key Employee is a
participant;
(2) each other plan (including a frozen plan or a plan which
has been terminated during the 60-month period ending on the Determination Date)
of the Participating Company or an Affiliated Company which enables any plan in
which a Key Employee participates to meet the requirements of sections 401(a)(4)
and 410 of the Code; and
(3) each other plan (including a frozen plan or a plan which
has been terminated during the 60-month period ending on the Determination Date)
of the Participating Company or an Affiliated Company which is included by the
Administrator if
-51-
<PAGE>
the Aggregation Group, including such a plan, would continue to meet the
requirements of sections 401(a)(4) and 410 of the Code.
(b) "Determination Date" shall mean the last day of the preceding
------------------
Plan Year.
(c) "Key Employee" shall mean any Employee or former Employee
------------
who at any time during the 60-month period ending on the Determination Date is
described below. The term Key Employee shall also include the beneficiaries of
such persons. Notwithstanding the foregoing, the number of persons described in
Subsection (c)(2) for the entire 60-month period shall be limited to 10.
(1) An officer of a Participating Company having annual
compensation as defined in Treas. Reg. (S)1.415-2(d) from all Participating
Companies and all Affiliated Companies for a Plan Year during such 60-month
period greater than fifty percent (50%) of the amount in effect under section
415(b)(1)(A) of the Code for the calendar year in which such Plan Year ends.
(2) One of the 10 employees with annual compensation as
defined in Treas. Reg. (S)1.415-2(d) from all Participating Companies and all
Affiliated Companies greater than the amount described in section 415(c)(1)(A)
of the Code who own (or are considered as owning, within the meaning of section
318 of the Code) the largest interests in any Participating Company or
Affiliated Company, provided that such interest exceeds one-
-52-
<PAGE>
half of one percent (0.5%) of the total share ownership of the Participating
Company or Affiliated Company.
(3) A five-percent (5%) owner of a Participating Company.
(4) A one-percent (1%) owner of a Participating Company who
has annual compensation as defined in Treas. Reg. (S)1.415-2(d) from all
Participating Companies and all Affiliated Companies which, in the aggregate, is
in excess of $150,000.
The above determinations shall be made in accordance with section
416(i) of the Code. No more than 50 employees (or, if less, the greater of
three employees or ten percent (10%) of the greatest number of employees,
including leased employees within the meaning of section 414(n) of the Code,
employed by all Participating Companies and all Affiliated Companies during the
60-month period ending on the Determination Date) shall be treated as officers.
(d) "Key Employee Ratio" shall mean the ratio for any Plan Year,
------------------
calculated as of the Determination Date of such Plan Year, determined by
comparing the amount described in Subsection (d)(1) with the amount described in
Subsection (d)(2) after deducting from each such amount any portion thereof
described in Subsection (d)(3):
(1) the sum of (A) the present value of all accrued benefits
of Key Employees under all qualified defined
-53-
<PAGE>
benefit plans included in the Aggregation Group, (B) the balance in all of the
accounts of Key Employees under all qualified defined contribution plans
included in the Aggregation Group, and (C) the amounts distributed from all
plans in such Aggregation Group to or on behalf of any Key Employee during the
period of five Plan Years ending on the Determination Date, except benefits paid
on account of death in excess of the accrued benefits or account balances
immediately before death;
(2) the sum of (A) the present value of all accrued benefits
of all participants under all qualified defined benefit plans included in the
Aggregation Group, (B) the balances in all of the accounts of all participants
under all qualified defined contribution plans included in the Aggregation Group
and (C) the amounts distributed from all plans in such Aggregation Group to or
on behalf of any participant during the period of five Plan Years ending on the
Determination Date;
(3) the sum of (A) all rollover contributions (or fund to
fund transfers) to the Plan by an Employee after December 31, 1983 from a plan
sponsored by an employer which is not the Participating Company or an Affiliated
Company, (B) any amount that is included in Subsections (d)(1) and (2) for a
person who is a Non-Key Employee as to the Plan Year of reference but who was a
Key Employee as to any earlier Plan Year and (C) for Plan Years beginning after
December 31, 1984, any amount that is included in Subsections (d)(1) and (2) for
a person who
-54-
<PAGE>
has not performed any service for the Participating Company during the five-year
period ending on the Determination Date.
(4) The present value of accrued benefits under all qualified
defined benefit plans included in the Aggregation Group shall be determined on
the basis of the 1971 Group Annuity Mortality Table for Males and an interest
rate of eight percent (8%).
The value of proportional subsidies, including subsidized
preretirement survivor's benefits, subsidized early retirement benefits, and
optional forms of payment, shall be ignored in determining the present value of
accrued benefits.
(5) Solely for the purpose of determining whether the Plan,
or any other plan included in a required Aggregation Group of which this Plan is
a part, is top-heavy, the accrued benefit of an Employee other than a Key
Employee shall be determined under (A) the method, if any, that uniformly
applies for accrual purposes under all plans maintained by the Company and all
Affiliated Companies, or (B) if there is no such method, as if such benefit
accrued not more rapidly than at the slowest accrual rate permitted under the
fractional accrual method of section 411(b)(1)(C) of the Code.
(e) "Non-Key Employee" shall mean any Employee or former
----------------
Employee of the Participating Company or an Affiliated Company in any Plan Year,
but who is not a Key Employee as to
-55-
<PAGE>
that Plan Year. Non-Key Employee shall also include the beneficiaries of such
persons.
(f) "Super Top-Heavy Plan" shall mean each plan in an Aggregation
--------------------
Group if, as of the applicable Determination Date, the Key Employee Ratio in the
plan exceeds ninety percent (90%), determined in accordance with section 416 of
the Code.
(g) "Top-Heavy Plan" shall mean each plan in an Aggregation
--------------
Group if, as of the applicable Determination Date, the Key Employee Ratio
exceeds sixty percent (60%), determined in accordance with section 416 of the
Code.
(h) "Top-Heavy Valuation Date" shall mean the most recent
------------------------
Valuation Date occurring within the 12-month period ending on the Determination
Date.
12.3 Minimum Contribution for Non-Key Employees.
------------------------------------------
(a) (1) In each Plan Year in which the Plan is a Top Heavy Plan,
each Participant who is a Non-Key Employee and who is actively employed by the
Participating Company on the last day of such Plan Year will receive a total
minimum Participating Company contribution (including forfeitures) under all
plans described in Section 12.2(a)(1) and (2) of not less than three percent
(3%) of the Participant's annual compensation as defined in Treas. Reg. 1.415-
2(d).
(2) Salary reduction contributions made on behalf of a
Participant in plan years beginning after Decem-
-56-
<PAGE>
ber 31, 1984 and before January 1, 1989 to such plans shall be deemed to be
Participating Company contributions.
(3) The minimum Company contribution shall be provided to
each Participant who is a Non-Key Employee actively employed by a Participating
Company on the last day of the Plan Year, regardless of the number of Hours of
Service complete by the Participant during the Plan Year, and regardless of the
Participant's level of compensation. Minimum Company contributions shall be
allocated to Company Accounts.
(b) The percentage set forth in Subsection (a) shall be reduced
to the percentage at which contributions, including salary reduction
contributions and forfeitures, are made (or are required to be made) for a Plan
Year for the Key Employee for whom such percentage is the highest for such Plan
Year. This percentage shall be determined for each Key Employee by dividing the
contribution for such Key Employee by his compensation as defined in Treas. Reg.
1.415-2(d) for the Plan Year, as limited by Section 12.4. All defined
contribution plans required to be included in an Aggregation Group shall be
treated as one plan for the purpose of this Section; however, this Section shall
not apply to any plan which is required to be included in an Aggregation Group
if such plan enables a defined benefit plan in such group to meet the
requirements of section 401(a)(4) or section 410 of the Code.
-57-
<PAGE>
(c) If a Participant who is a Non-Key Employee actively employed
by a Participating Company on the last day of the Plan Year participates in both
a defined benefit plan and a defined contribution plan described in Section
12.2(a)(1) and (2), the Participating Company is not required to provide such
Participant with both the minimum benefit and the minimum contribution described
above. In such event, the Participant shall receive the minimum benefit provided
under the defined benefit Top-Heavy Plan reduced by the amount of any benefit
payable under the defined contribution plan.
12.4 $200,000 Limit. For each Plan Year in which the Plan is a Top-
--------------
Heavy Plan, the compensation of any Participant for purposes of accruing a
benefit under the Plan for that Plan Year shall not exceed $200,000 (or such
greater amount as may be prescribed by appropriate governmental authorities).
In the case of a Plan Year of duration shorter than twelve months in which the
Plan is a Top-Heavy Plan, compensation shall exclude total taxable income of any
Participant in excess of the amount determined by multiplying $200,000 (as
adjusted) by a fraction, the numerator of which is the number of completed
calendar months occurring in such short Plan Year and the denominator of which
is twelve.
12.5 Social Security. The Plan, for each Plan Year in which it is a
---------------
Top-Heavy Plan, must meet the requirements of this
-58-
<PAGE>
Article without regard to any Social Security or similar contributions or
benefits.
12.6 Adjustment to Maximum Allocation Limitation.
-------------------------------------------
(a) For each Plan Year in which the Plan is (1) a Super Top-Heavy
Plan or (2) a Top-Heavy Plan and the Board of Directors does not make the
election described in Subsection (b) and for which a similar election has not
been made as to another plan in the Aggregation Group, the 1.25 factor in the
defined benefit and defined contribution fractions under the Maximum Benefit
provisions of the Plan shall be reduced to 1.0. The adjustment described in this
Section shall not apply to any Participant during any period in which the
Participant earns no additional accrued benefit under any defined benefit plan
and has no employer contributions, forfeitures, or voluntary contributions
allocated to his accounts under any defined contribution plan.
(b) In any Plan Year in which the Plan is a Top Heavy Plan but
not a Super Top-Heavy Plan and the Aggregation Group described in Section
12.2(a)(1) and (2) also includes a defined benefit plan, the Board of Directors
may elect to use a factor of 1.25 in computing the denominator of the defined
benefit and defined contribution fractions. In the event of such election, the
minimum contribution described in Section 12.3(a)(1) for each Non-Key Employee
who is not covered under such a defined benefit plan shall be increased from
three percent
-59-
<PAGE>
(3%) to four percent (4%). In addition, the minimum contribution described in
Section 12.3(b) for each Non-Key Employee who is covered under such a defined
benefit plan shall be increased to seven and one-half percent (7.5%).
-60-
<PAGE>
ARTICLE XIII
GENERAL PROVISIONS
------------------
13.1 No Employment Rights. Neither the action of Alco in
--------------------
establishing the Plan, nor any provisions of the Plan, nor any action taken by
the Participating Companies, the Administrator, or the Administrative or Alco
Committees shall be construed as giving to any employee of the Participating
Companies the right to be retained as an employee or any right to payment,
except to the extent of the benefits provided in the Plan to be paid from the
Fund.
13.2 Source of Benefits. All benefits payable under the Plan shall
------------------
be paid or provided for solely from the Fund, and neither Alco nor any
Participating Company assumes liability or responsibility therefor.
13.3 Governing Law. This Plan shall be governed, construed and
-------------
administered under the laws of the Commonwealth of Pennsylvania, except to the
extent preempted by ERISA.
13.4 Spendthrift Clause.
------------------
(a) No benefit payable at any time under this Plan, and no
interest or expectancy herein, shall be anticipated, assigned, or alienated by
any Participant or beneficiary, or be subject to attachment, garnishment, levy,
execution or other legal or equitable process, except for (1) an amount
necessary to satisfy a Federal tax levy made pursuant to section 6331 of the
-61-
<PAGE>
Code and (2) any benefit payable pursuant to a domestic relations order received
by the Plan is a qualified domestic relations order which is determined to be a
qualified domestic relations order within the meaning of the Code.
The Administrator shall have the duty to determine whether any
domestic relations order received by the Plan is a qualified domestic relations
order as defined in section 414(p) of the Code. To the extent provided in any
domestic relations order which is found to be a qualified domestic relations
order (as defined in the Code), the former spouse of a Participant shall be
treated as a surviving spouse for purposes of this Plan, and any other spouse of
the Participant shall not be treated as a spouse of the Participant.
(b) Any attempt to alienate or assign a benefit hereunder,
whether currently or hereafter payable, shall be void. No benefit shall in any
manner be liable for or subject to the debts or liability of any Participant or
beneficiary. If any Participant or beneficiary shall attempt to, or shall,
alienate or assign his benefits under the Plan or any part thereof, or if by
reason of his bankruptcy or other event happening at any time, such benefits
would devolve upon anyone else or would not be enjoyed by him, then the
Administrator may terminate payment of such benefit and hold or apply it to or
for the benefit of the Participant or beneficiary.
-62-
<PAGE>
If so ordered by a court of competent jurisdiction, a domestic
relations order shall not fail to be a qualified domestic relations order
pursuant to section 414(p) of the Code even if the order requires payments to be
made to an alternate payee (as defined in section 414(p)(8) of the Code) prior
to (1) the Participant's earliest retirement age (as defined in section
414(p)(4)(B) of the Code) or (2) any date on which the Participant would be
entitled to a Plan withdrawal or distribution.
13.5 Facility of Payment. In the event that the Administrator finds
-------------------
that any retired Participant or any beneficiary to whom a benefit is payable
hereunder is unable to care for his affairs because of physical, mental, or
legal incompetence, any payment due hereunder may (unless prior claim therefor
shall have been made by a duly qualified guardian or other legal
representative), in the discretion of the Administrator, be paid to the person
or institution deemed by the Administrator to be maintaining, or responsible for
the maintenance of, such retired Participant or such beneficiary. Any such
payment shall be deemed a payment for the account of the retired Participant or
the beneficiary and shall constitute a complete discharge of any liability
therefor under the Plan.
13.6 Participation by Affiliated Companies. With the prior consent
-------------------------------------
of the Board of Directors, an Affiliated Company may adopt this Plan for its
employees by action of its board of directors or other governing body. Each
amendment to the Plan
-63-
<PAGE>
will be binding on an Affiliated Company which has adopted the Plan, and, by its
adoption of the Plan, the Affiliated Company shall be deemed to have appointed
Alco, the Administrator, the Alco Committee, and the Trustee as its exclusive
agents to exercise on its behalf all the power and authority conferred by the
Plan and the Trust Agreement upon Alco, the Administrator, the Alco Committee,
and the Trustee, respectively. The authority of Alco, the Administrator, the
Alco Committee, and the Trustee to act as such agents shall continue until the
Affiliated Company terminates its participation in the Plan and the benefits
payable to Participants employed (or formerly employed) by the Affiliated
Company have been distributed as provided herein. The Affiliated Company may
terminate its participation in the Plan at any time by action of its board of
directors or other governing body. If the Affiliated Company ceases to be an
Affiliated Company, it may no longer participate in the Plan.
13.7 Severability of Provisions. If any provision of this Plan is
--------------------------
determined to be void by any court of competent jurisdiction, the Plan shall
continue to operate, and, for the purposes of the jurisdiction of that court
only, shall be deemed not to include the provisions determined to be void.
13.8 Headings. Article and paragraph headings are supplied for
--------
convenience only and shall not be construed as altering the text of the Plan in
any way.
-64-
<PAGE>
13.9 Withholding. The Administrator and the Trustee shall have the
-----------
right to withhold any and all state, local and Federal taxes which may be
withheld in accordance with applicable law.
13.10 Number; Gender. Wherever required by context, the singular of
--------------
any word used in this Plan shall include the plural and the plural may be read
in the singular. Words used in the masculine shall be read and construed in the
feminine where they would so apply.
ALCO STANDARD CORPORATION
By:
----------------------------
Hugh G. Moulton
Executive Vice President
-65-
<PAGE>
SCHEDULE A
PARTICIPATING COMPANIES
-----------------------
Participating Subsidiaries/Divisions Joinder Date
- ------------------------------------ ------------
June 30, 1990,
unless otherwise
noted
1. Alco Standard Corporation, on
behalf of the following divisions:
A-Copy October 1, 1990
American Business Machines
Associated Business Products-Denver
Associated Business Products-Salt
Lake City
Automated Office Systems
Copyrite
Delta Business Systems
D. C. Hey Company
Kex/Copysource
Reynolds Ice & Beverage Equip-
ment Company
St. John Business Machines
2. Paper Corporation of America, on
behalf of the following divisions:
Baldwin Paper Company
Precision Sheeting Service
Quality Park Products
3. Aerospace Technologies, Inc. October 1, 1990
4. Bay Colony Paper Corporation December 1, 1990
5. Business Machines Center, Inc. October 1, 1990
6. Central Products Company - Linden
7. Copier Consultants, Inc.
8. Copy Corporation
9. Distribix, Inc. October 1, 1990
10. Innovative Office Systems, Inc.
11. O'Brien Business Equipment, Inc.
12. Omni Business Systems, Inc. February 1, 1991
13. The T. Talbott Bond Company
14. Taylor Made Office Systems, Inc.
15. Xtec Enterprises, Inc.
-66-
<PAGE>
SCHEDULE B
PRIOR PLANS
-----------
Prior Plan Merger Effective Date
- ---------- ---------------------
June 30, 1990, unless
otherwise noted
1. A-Copy, Inc. Profit Sharing Plan October 1, 1990
2. Aerospace Technologies, Inc.
Savings/Retirement Plan October 1, 1990
3. 401(k) Plan for Non-Union
Employees of AGP/GENtech, Inc.
4. American Business Machines, Inc.
Profit Sharing Plan
5. Associated Business Products,
Inc. 401(k) Savings and Retire-
ment Plan
6. Associated Business Products,
Inc. Employees' Profit Sharing
Plan
7. Automated Office Systems, Inc.
Employee Stock Ownership Plan
8. Baldwin Paper Company Pension
Plan
9. Bay Colony Paper Corporation
Profit Sharing Plan December 1, 1990
10. Business Machines Center, Inc.
Profit Sharing Plan October 1, 1990
11. Copier Consultants, Inc.
Employee Retirement Plan
12. Copy Corporation Profit
Sharing Plan
13. Copyrite Savings Plan
14. Distribix, Inc. 401(k) Matching,
Savings and Investment Plan October 1, 1990
15. Eicon Systems, Inc. Employees
Profit Sharing Plan
16. Florida Copy Corporation
401(k) Profit Sharing Plan
17. Graham Copy Company, Inc.
Pension Plan
18. Graham Copy Company, Inc.
Profit Sharing Plan
19. D. C. Hey Company, Inc.
Profit Sharing Plan
-67-
<PAGE>
Prior Plan Merger Effective Date
- ---------- ---------------------
June 30, 1990, unless
otherwise noted
20. Innovative Corporation
Savings/Investment/Retirement
Account
21. Kallet Office Equipment, Inc.
401(k) Salary Savings Plan
22. O'Brien Business Equipment, Inc.
Profit Sharing Plan
23. Omni Business Systems, Inc.
Profit Sharing Plan February 1, 1991
24. Precision Sheeting Service
401(k) Plan
25. Quality Park Products
Thrift-Investment Plan for
Sales Employees
26. Reynolds Products, Inc. Profit
Sharing Plan
27. San Sierra Business Systems,
Inc. Profit Sharing Plan May 1, 1991
28. St. John Business Machines,
Inc. Profit Sharing Plan
29. T. Talbott Bond Profit Sharing
Plan
30. Taylor-Made Profit Sharing Plan
31. Xtec, Inc. Savings and Protection
Plan
-68-
<PAGE>
Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Alco Standard Corporation Defined Contribution Plan
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) (as amended by its Form 10-K/A dated May 5, 1994) for the
year ended September 30, 1993, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
September 12, 1994
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of Ray B. Mundt, Hugh G. Moulton and
J. Kenneth Croney as his attorneys-in-fact, each with the power of substitution,
to execute, on his behalf the foregoing registration statement on Form S-8, 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 12th day of September, 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 Ray B. Mundt, Hugh G. Moulton and
J. Kenneth Croney as his attorneys-in-fact, each with the power of substitution,
to execute, on his behalf the foregoing registration statement on Form S-8, 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 12th day of September, 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 Ray B. Mundt, Hugh G. Moulton and
J. Kenneth Croney as his attorneys-in-fact, each with the power of substitution,
to execute, on his behalf the foregoing registration statement on Form S-8, 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 12th day of September, 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 Ray B. Mundt, Hugh G. Moulton and
J. Kenneth Croney as his attorneys-in-fact, each with the power of substitution,
to execute, on his behalf the foregoing registration statement on Form S-8, 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 12th day of September, 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 Ray B. Mundt, Hugh G. Moulton and
J. Kenneth Croney as his attorneys-in-fact, each with the power of substitution,
to execute, on his behalf the foregoing registration statement on Form S-8, 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 12th day of September, 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 Ray B. Mundt, Hugh G. Moulton and
J. Kenneth Croney as his attorneys-in-fact, each with the power of substitution,
to execute, on his behalf the foregoing registration statement on Form S-8, 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 12th day of September, 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 Ray B. Mundt, Hugh G. Moulton and
J. Kenneth Croney as her attorneys-in-fact, each with the power of substitution,
to execute, on her behalf the foregoing registration statement on Form S-8, 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 12th day of September, 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 Ray B. Mundt, Hugh G. Moulton and
J. Kenneth Croney as his attorneys-in-fact, each with the power of substitution,
to execute, on his behalf the foregoing registration statement on Form S-8, 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 12th day of September, 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 and J. Kenneth
Croney as his attorneys-in-fact, each with the power of substitution, to
execute, on his behalf the foregoing registration statement on Form S-8, 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 12th day of September, 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 Ray B. Mundt, Hugh G. Moulton and
J. Kenneth Croney as his attorneys-in-fact, each with the power of substitution,
to execute, on his behalf the foregoing registration statement on Form S-8, 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 12th day of September, 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 Ray B. Mundt, Hugh G. Moulton and
J. Kenneth Croney as his attorneys-in-fact, each with the power of substitution,
to execute, on his behalf the foregoing registration statement on Form S-8, 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 12th day of September, 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 Ray B. Mundt, Hugh G. Moulton and
J. Kenneth Croney as his attorneys-in-fact, each with the power of substitution,
to execute, on his behalf the foregoing registration statement on Form S-8, 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 12th day of September, 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 Ray B. Mundt, Hugh G. Moulton and
J. Kenneth Croney as his attorneys-in-fact, each with the power of substitution,
to execute, on his behalf the foregoing registration statement on Form S-8, 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 12th day of September, 1994.
SIGNED: /s/ JOHN E. STUART
----------------------------
<PAGE>
Exhibit 24.1
CERTIFICATION
I, J. Kenneth Croney, do hereby certify that I am the duly elected
Secretary of Alco Standard Corporation ("Alco"), an Ohio corporation that set
forth below is a true and correct copy of a resolution duly adopted at a meeting
of the Board of Directors of said corporation on November 12, 1993; and that
such resolution is as of the date hereof in full force and effect;
RESOLVED, that each of the officers and directors of the corporation is
hereby authorized to appoint Ray B. Mundt, Hugh G. Moulton and J. Kenneth Croney
as his or her attorneys-in-fact on behalf of each of them each attorney-in-fact
with the power of substitution, to execute on such officer's or director's
behalf, one or more registration statements and annual reports of the
corporation for filing with the Securities and Exchange Commission ("SEC"), and
any and all amendments to said documents which said attorney may deem necessary
or desirable to enable the corporation to register the offering of (i) serial
preferred stock; (ii) common stock; (iii) debt securities; and/or (iv)
participation interest in employee benefit plans under the Federal securities
law, and to further enable the corporation to file such reports as are necessary
under Section 13 or 15(d) of the Securities Exchange Act of 1934 and such other
documents as are necessary to comply with all rules, regulations or requirements
of the SEC in respect thereto.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of September,
1994.
/s/ J. Kenneth Croney
----------------------------
J. Kenneth Croney
