<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
STOCK AWARD 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)
-----------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price offering registration
be registered registered per unit* price* fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interests in
the Plan
- --------
Common Stock 200,000 $60.56 $12,112,000 $ 4,176
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.33-48376.
<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 current report on Form 8-K dated June 30, 1994;
(e) The Registrant's registration statement on Form 8-A, relating
to the Registrant's preferred share purchase rights; and
(f) 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 Stock Award 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>
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 28th day of July 1994.
ALCO STANDARD CORPORATION
Date: July 28, 1994 By: /s/Michael J. Dillon
------------------------------
(Michael J. Dillon)
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
*RAY B. MUNDT Chairman July 28, 1994
- --------------------------------
(Ray B. Mundt)
*JOHN E. STUART President, Chief Executive July 28, 1994
- -------------------------------- Officer and Director
(John E. Stuart)
*KURT E. DINKELACKER Chief Financial Officer July 28, 1994
- --------------------------------
(Kurt E. Dinkelacker
/s/Michael J. Dillon Controller July 28, 1994
- -------------------------------- (Principal Accounting
(Michael J. Dillon) Officer)
*J. MAHLON BUCK, JR. Director July 28, 1994
- --------------------------------
(J. Mahlon Buck, Jr.)
<PAGE>
Signature Title Date
--------- ----- ----
*PAUL J. DARLING, II Director July 28, 1994
- --------------------------------
(Paul J. Darling, II)
*WILLIAM F. DRAKE, JR. Director July 28, 1994
- --------------------------------
(William F. Drake, Jr.)
*JAMES J. FORESE Director July 28, 1994
- --------------------------------
(James J. Forese)
*FREDERICK S. HAMMER Director July 28, 1994
- --------------------------------
(Frederick S. Hammer)
*BARBARA BARNES HAUPTFUHRER Director July 28, 1994
- --------------------------------
(Barbara Barnes Hauptfuhrer)
*DANA G. MEAD Director July 28, 1994
- --------------------------------
(Dana G. Mead)
*PAUL C. O'NEILL Director July 28, 1994
- --------------------------------
(Paul C. O'Neill)
*ROGELIO G. SADA Director July 28, 1994
- --------------------------------
(Rogelio G. Sada)
*JAMES W. STRATTON Director July 28, 1994
- --------------------------------
(James W. Stratton)
*By his signature set forth below, Hugh G. Moulton, pursuant to duly
executed Powers of Attorney duly filed with the Securities and Exchange
Commission, has signed this report on behalf of the persons whose signatures are
printed above, in the capacities set forth opposite their respective names.
/s/Hugh G. Moulton July 28, 1994
-------------------------------
(Hugh G. Moulton)
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Alco Standard Corporation Stock Award 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 28th day of July, 1994.
Alco Standard Corporation
Stock Award Plan
/s/Maryanne Messenger
---------------------------
(Maryanne Messenger)
Plan Administrator
<PAGE>
INDEX TO EXHIBITS
Exhibits Page
- -------- ----
(4.0) Stock Award 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 Ernst & Young, Independent Auditors.
(24) Powers of Attorney.
(24.1) Certified resolution regarding Powers of Attorney.
<PAGE>
ALCO STANDARD CORPORATION
STOCK AWARD PLAN
1. Purpose. The Alco Standard Corporation Stock Award Plan
-------
enables employees of Alco Standard Corporation ("Alco") and its subsidiaries to
receive shares of Alco common stock in recognition of services rendered. Thus,
the Plan is intended to reward employees who have contributed to the success of
Alco.
2. Effective Date. The Plan shall become effective as of
--------------
October 1, 1992.
3. Eligibility. All full-time or part-time employees of Alco
-----------
and its subsidiaries shall be eligible for selection to receive awards of Alco
common stock as provided by the Plan, except that persons who have been
designated as "officers" of Alco and who are subject to Section 16 of the
Securities Exchange Act of 1934 are not eligible for selection.
4. Selection. The Plan Committee described in Paragraph 8, by
---------
action of at least two members, shall: a) select employees to receive stock
awards from time to time; b) determine the number of shares subject to each
award; c) determine the amount of compensation, if any, which selected employees
shall be required to forgo as a condition to receiving such awards; d) determine
any employment restrictions to be placed upon such awards; and e) determine any
other terms or conditions to be placed upon the awards. Such selections and
determinations shall be entirely within the discretion of the Committee, but the
Committee may consider recommendations received from Alco operating companies.
5. a) Number of Shares. An award to be granted hereunder
----------------
shall state the number of shares of Alco common stock subject to the award.
b) Employment Restrictions. The award may (but need not)
-----------------------
specify that the employee must remain employed with Alco or its subsidiaries for
a specified period from date of the grant of the award (the "Employment Period")
as a condition to receiving all or a portion of the Alco stock subject to the
award. If such an Employment Period is specified, the stock subject to the
Employment Period restriction shall not be delivered to the employee until the
Employment Period has been completed. In no event shall the Employment Period
exceed five years.
c) Payment Requirement. The award may (but need not)
-------------------
specify that the employee has elected to forgo a specified portion of his or her
compensation as a condition to receiving the award.
6. Rights as Shareholder. Unless an Employment Period is
---------------------
specified, an employee who has received a stock award hereunder shall generally
have all the rights of a shareholder with respect to the Alco stock subject to
the award upon delivery of the shares subject to such award. If an Employment
Period is specified, the employee shall not have any rights as a shareholder
with respect to the Alco stock subject to the Employment Period restriction
<PAGE>
until the Employment Period has been completed.
7. Adjustment. If the outstanding shares of Alco common stock
----------
are increased, decreased or exchanged for a different number or kind of shares
or other securities, or if additional shares or other property (other than
ordinary cash dividends) are distributed with respect to such shares of Alco
common stock or other securities, through merger, consolidation, sale of all or
substantially all of the assets of Alco, reorganization, recapitalization,
reclassification, dividend, stock split, reverse stock split, spin off, split
off or other distribution with respect to such shares of common stock, or other
securities, an appropriate and proportionate adjustment may be made in (i) the
maximum number and kind of shares reserved for issuance under the Plan, and (ii)
the number and kind of shares and other securities to be delivered to an
employee under the Plan.
8. Administration. The Plan shall be administered by Alco's
--------------
Chief Executive Officer, Chief Operating Officer, and Chief Administrative
Officer (the "Plan Committee"), and any decision made by at least two of them in
carrying out, administering or construing the Plan shall be final and binding
upon employees and their heirs, successors and legal representatives. The
Committee may, in its discretion, appoint a Plan Administrator who shall handle
the day-to-day operations of the Plan and who shall perform such other duties
and take such other actions as may be delegated to the Plan Administrator by the
Committee.
9. Amendment or Termination. The Plan may be amended,
------------------------
suspended or terminated at any time by action of the Board of Directors. No such
amendment, suspension or termination shall adversely affect the rights of those
employees who have received stock awards under the Plan.
10. Termination of Employment. If the employment (with Alco or
-------------------------
a subsidiary) of an employee who has received a stock award subject to an
Employment Period terminates due to death, retirement, or disability, the
employee (or heir or legal representative) shall be entitled to receive all
shares of Alco common stock subject to such stock award regardless of whether
the Employment Period has been completed. If the employment (with Alco or a
subsidiary) of an employee who has received a stock award subject to an
Employment Period terminates for any
<PAGE>
reason other than those set forth above, the employee (or heir or legal
representative) shall forfeit all shares of Alco common stock remaining subject
to the Employment Period restriction.
11. No Agreement to Employ. Nothing in the Plan shall be
----------------------
construed to constitute or be evidence of an agreement or understanding, express
or implied, on the part of Alco or its subsidiaries, to employ or retain an
employee who has received a stock award for any specific period of time.
12. Withholding. Alco and its subsidiaries will have the right
-----------
to require the employee to pay, as a condition to receiving the award, an amount
necessary to satisfy withholding requirements for all federal, state and local
taxes. In connection with such withholding, Alco and its subsidiaries may make
such arrangements, consistent with the Plan, as they may deem appropriate.
<PAGE>
Exhibit 23
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the Alco Standard Corporation
Stock Award Plan and to the incorporation by reference therein of our report
dated November 1, 1993, with respect to the consolidated financial statements
and schedules of Alco Standard Corporation included in its Annual Report (Form
10-K) (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
July 27, 1994
Philadelphia, Pennsylvania
<PAGE>
Exhibit 24
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of 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 28th day of July, 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 28th day of July, 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 28th day of July, 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 28th day of July, 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 28th day of July, 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 28th day of July, 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 28th day of July, 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 28th day of July, 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 28th day of July, 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 28th day of July, 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 28th day of July, 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 28th day of July, 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 28th day of July, 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 28th day of
July, 1994.
/s/ J. Kenneth Croney
___________________________________
J. Kenneth Croney
