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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [FEE REQUIRED] for the fiscal year ended December 31, 1993 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED] for the transition period from _____________ to
______________.
Commission File Number ............... 1-5964
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below: Alco Standard Corporation Capital
Accumulation Plan.
B. Name of issuer of the securities held pursuant to the Plan and
the address of its principal executive office:
ALCO STANDARD CORPORATION
P.O. BOX 834
VALLEY FORGE, PA 19482-0834
<PAGE>
REQUIRED INFORMATION
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a. Financial Statements. The following financial statements are furnished for
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the Plan.
1. Audited Statements of Net Assets Available for Benefits - December 31,
1993 and December 31, 1992.
2. Audited Statements of Changes in Net Assets Available for Benefits -
for the years ended December 31, 1993 and December 31, 1992.
3. Notes to Financial Statements
4. Schedules
a. Assets Held for Investment
b. Transactions or Series of Transactions in Excess of 5% of the
Current Value of Plan Assets
b. Exhibits
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Exhibit 23 Consent of Independent Auditors
<PAGE>
Financial Statements and Schedules
Alco Standard Corporation
Capital Accumulation Plan
Years ended December 31, 1993 and 1992
with Report of Independent Auditors
<PAGE>
Alco Standard Corporation Capital Accumulation Plan
Financial Statements and Schedules
Years ended December 31, 1993 and 1992
Contents
<TABLE>
<CAPTION>
<S> <C>
Report of Independent Auditors.............................. 1
Audited Financial Statements
Statements of Net Assets Available for Benefits............. 2
Statements of Changes in Net Assets Available for Benefits.. 3
Notes to Financial Statements............................... 4
Schedules
Assets Held for Investment.................................. 9
Transactions or Series of Transactions in Excess of
5% of the Current Value of Plan Assets.................... 10
</TABLE>
<PAGE>
Report of Independent Auditors
Trustees
Alco Standard Corporation Capital Accumulation Plan
We have audited the accompanying statements of net assets available for benefits
of the Alco Standard Corporation Capital Accumulation Plan as of December 31,
1993 and 1992, and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Alco
Standard Corporation Capital Accumulation Plan at December 31, 1993 and 1992,
and the changes in its net assets available for benefits for the years then
ended, in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment as of December 31, 1993, and transactions or series of
transactions in excess of 5% of the current value of plan assets for the year
then ended are presented for purposes of complying with the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974, and are not a required part of the
financial statements. The supplemental schedules have been subjected to the
auditing procedures applied in our audit of the 1993 financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
1993 financial statements taken as a whole.
April 29, 1994
1
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Alco Standard Corporation Capital Accumulation Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
December 31
1993 1992
----------------------------
<S> <C> <C>
Assets
Cash $ 137,394 $ -
Investments at fair value:
Cash equivalents - 272,090
Alco Standard Corporation common stock 14,524,658 6,644,491
Equity fund 6,134,414 5,039,328
Fixed income fund 15,362,973 14,721,620
----------------------------
36,022,045 26,677,529
Contributions receivable 737,292 1,049,431
Dividends receivable 65,002 42,219
----------------------------
Total assets 36,961,733 27,769,179
Liabilities
Cash overdraft - 10,146
Benefits payable - 118,933
----------------------------
Total liabilities - 129,079
----------------------------
Net assets available for benefits $36,961,733 $27,640,100
============================
</TABLE>
See accompanying notes.
2
<PAGE>
Alco Standard Corporation Capital Accumulation Plan
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
Year ended December 31
1993 1992
----------------------------
<S> <C> <C>
Additions:
Employer contributions $ 1,199,076 $ 921,249
Employee contributions 3,456,480 2,718,268
Interest income 1,188,952 1,284,783
Dividend income 231,193 130,095
Transfer from affiliated Plan 433,467 1,698,143
----------------------------
6,509,168 6,752,538
Deductions:
Benefits to participants 2,405,239 1,633,071
Administrative expenses 10,572 12,998
----------------------------
2,415,811 1,646,069
----------------------------
4,093,357 5,106,469
Realized and unrealized gain
on investments 5,228,276 326,176
----------------------------
Net increase for the year 9,321,633 5,432,645
Net assets available for benefits at
beginning of year 27,640,100 22,207,455
----------------------------
Net assets available for benefits
at end of year $36,961,733 $27,640,100
============================
</TABLE>
See accompanying notes.
3
<PAGE>
Alco Standard Corporation Capital Accumulation Plan
Notes to Financial Statements
December 31, 1993
1. Significant Accounting Policies
Contributions to the Fixed Income Fund are invested in unallocated investment
contracts under which the principal and a stated interest rate are guaranteed.
Contributions to the Equity Fund are invested by an insurance company in the
common stock of major U.S. corporations. Contributions to the Alco Standard
Corporation Common Stock Fund (Alco Common Stock Fund) are invested in the
common stock of Alco Standard Corporation.
Investments in the Fixed Income Fund are stated at the contract value as
estimated by the individual insurance companies. Contract value represents
contributions made under the contract, plus interest at the contract rate, less
funds used to pay retirement benefits and to pay for the insurance company's
administrative charge. Investments in the Equity Fund are stated at current
market value of the account as determined by The Equitable Life Assurance
Company. Investments in the Alco Common Stock Fund are determined by use of the
last reported sales price on the last business day of the plan year, as reported
on a national security exchange.
Realized and unrealized gain or loss on investments represents the sum of the
change in the difference between December 31 market value and cost of
investments and the difference between the market value and the cost of
distributions of Alco stock and equity fund units for withdrawals or terminated
participants.
Benefits Payable
As required by the Internal Revenue Service, a $334,990 benefit payable and
related expense is reported on Form 5500 for the plan year ended December 31,
1993.
2. Description of the Plan
The Alco Standard Corporation Capital Accumulation Plan (the Plan) is a payroll
savings plan made available to all employees of the Unijax Sloan Division of
Unisource Worldwide, Inc., formerly Paper Corporation of America (the Company).
Participants elect the apportionment of their contributions in 25% increments
between the Fixed Income Fund, Equity Fund, and the Alco Common Stock Fund.
Employees with at least one month's service are eligible to participate in the
Plan. Participants may contribute from one to sixteen percent of their salary
on a before-tax basis by means of payroll deductions, so long as such amount
does not exceed the maximum allowable under the Internal Revenue Code.
The Company contributes an amount to be determined each year based upon the
level of the participant's contributions and the profitability of the Unijax
Sloan location which employs the participant.
4
<PAGE>
Alco Standard Corporation Capital Accumulation Plan
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
A participant is, at all times, 100% vested in the accounts containing
employee contributions. The Plan provides for 25% vesting in employer
contributions after two years of service, increasing 25% for each additional
year of service, to 100% vesting after five years of service. The participant
is also 100% vested in the employer contributions upon attainment of age
sixty-two, upon death or disability, or upon termination of the Plan. The
unvested portion of the employer's contribution is subject to forfeiture by
terminated participants. Amounts forfeited will be used to reduce future
contributions by the Company.
Upon termination of employment, all vested benefits are distributed in a
single-sum payment with respect to the Fixed Income and Equity Funds.
Distributions of vested benefits in the Alco Common Stock Fund are made in
cash unless the participant elects a distribution in shares of Alco common
stock.
When a participant dies, the beneficiary receives the value of the
participant's Plan account in a single cash payment.
The Plan was amended effective October 1, 1992 to change the name of the Plan
from the Unijax, Inc. Capital Accumulation Plan to the Alco Standard
Corporation Capital Accumulation Plan. The amendment also provided for an
additional investment option (the "Alco Option") which allows the participants
to invest 1-6% of their salary on a pretax basis in Alco stock with an
automatic 66-2/3% employer matching contribution.
The Plan was further amended to allow participants who cease to be eligible to
participate in the Alco Standard Corporation Stock Participation Plan (SPP)
due to their transfer of employment to Unijax Sloan to transfer their account
balance from the SPP to the Plan. During the second quarter 1993, 8,775
shares of Alco common stock, with a market value of $433,467, were transferred
to the Plan, and during the fourth quarter 1992, 48,072 shares of Alco common
stock, with a market value of $1,698,143, were transferred to the Plan.
The Plan was amended effective December 31, 1993 to fully vest all
participants in their account balances under the Plan as of December 31, 1993;
to provide that no new participants will be admitted to the Plan after
December 31, 1993; to provide that no further contributions to the Plan will
be made after December 31, 1993; and to provide that no transfers from the
Alco Option shall be permitted after December 31, 1993.
Information about the Plan is contained in the Summary Plan Description.
Copies of this document are available from the Plan Administrator.
5
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Alco Standard Corporation Capital Accumulation Plan
Notes to Financial Statements (continued)
3. Federal Income Taxes
The Plan is qualified under the provisions of Section 401(a) of the Internal
Revenue Code and is exempt from federal income taxes.
4. Investments
Individual investments that represent 5% or more of the fair value of net
assets available for benefits as of December 31, 1993 are as follows:
<TABLE>
<CAPTION>
Shares or
Identity of Investments Par Value Cost Market Value
- - - -----------------------------------------------------------------------------
<S> <C> <C> <C>
Massachusetts Mutual Life Insurance
Company Contract GSA 10291 $ 5,500,168 $ 5,500,168 $ 5,500,168
Connecticut General Life Insurance
Company Contract #35020 9,862,805 9,862,805 9,862,805
Equitable Capital Management
Corporation 174 3,036,768 6,134,414
Alco Standard Common Stock 265,289 10,138,616 14,524,658
</TABLE>
6
<PAGE>
Alco Standard Corporation Capital Accumulation Plan
Notes to Financial Statements (continued)
4. Investments (continued)
The allocation of assets to the separate investment programs at December 31,
1993 and 1992 follows:
<TABLE>
<CAPTION>
Fixed Income Alco Common
Fund Equity Fund Stock Fund Cash Fund Total
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1993
- - - ----
Assets
Cash $ - $ - $ - $ 137,394 $ 137,394
Investments:
Fixed income fund 15,362,973 15,362,973
Equity fund 6,134,414 6,134,414
Common stock of
Alco Standard 14,524,658 14,524,658
Contributions receivable 737,292 737,292
Dividends receivable 65,002 65,002
--------------------------------------------------------------------------------------
Total assets $ 15,362,973 $ 6,134,414 $ 14,589,660 $ 874,686 $ 36,961,733
======================================================================================
Fixed Income Alco Common
Fund Equity Fund Stock Fund Cash Fund Total
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1992
- - - ----
Assets
Investments:
Fixed income fund $ 14,721,620 $ - $ - $ - $ 14,721,620
Equity fund 5,039,328 5,039,328
Common stock of
Alco Standard 6,644,491 6,644,491
Cash equivalents 272,090 272,090
Contributions receivable 1,049,431 1,049,431
Dividends receivable 42,219 42,219
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Total assets 14,721,620 $ 5,039,328 $ 6,686,710 $ 1,321,521 $ 27,769,179
Liabilities
Cash overdraft 10,146 10,146
Benefits payable 118,933 118,933
Net assets $ 14,721,620 $ 5,039,328 $ 6,686,710 $ 1,192,442 $ 27,640,100
======================================================================================
</TABLE>
7
<PAGE>
Alco Standard Corporation Capital Accumulation Plan
Notes to Financial Statements (continued)
4. Investments (continued)
The changes in net assets available for benefits for the years ended December
31, 1993 and 1992 were allocated among the investment programs as follows:
<TABLE>
<CAPTION>
Fixed Income Alco Common
Fund Equity Fund Stock Fund Cash Fund Total
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<S> <C> <C> <C> <C> <C>
Net assets at
December 31, 1991 $ 14,956,033 $ 3,849,774 $ 3,597,495 $ (195,847) $ 22,207,455
Employer contributions 921,249 921,249
Employee contributions 2,718,268 2,718,268
Investment income 1,236,128 48,655 122,004 8,091 1,414,878
Benefit payments (1,633,071) (1,633,071)
Administrative expenses (12,998) (12,998)
Realized and unrealized
gain or loss on
investments 93,679 232,497 326,176
Transfer from affiliated
plan 1,698,143 1,698,143
Intrafund transfers (1,470,541) 1,047,220 1,036,571 (613,250) -
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Total assets at
December 31, 1992 14,721,620 5,039,328 6,686,710 1,192,442 27,640,100
Employer contributions 1,199,076 1,199,076
Employee contributions 108,974 3,347,506 3,456,480
Investment income 1,120,072 65,519 227,524 7,030 1,420,145
Benefit payments (293,377) (2,111,862) (2,405,239)
Administrative expenses (10,572) (10,572)
Realized and unrealized
gain or loss on
investments 991,576 4,236,700 5,228,276
Transfer from affiliated
plan 433,467 433,467
Intrafund transfers (478,719) 37,991 3,189,662 (2,748,934) -
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Net assets at
December 31, 1993 $ 15,362,973 $ 6,134,414 $ 14,589,660 $ 874,686 $ 36,961,733
======================================================================
</TABLE>
5. Subsequent Events
Effective January 1, 1994, the Butler Paper Company Capital Accumulation Plan
was merged into the Plan. Net assets of $58,409,593 were transferred into the
Plan on January 1, 1994.
8
<PAGE>
Alco Standard Corporation Capital Accumulation Plan
Assets Held for Investment
December 31, 1993
<TABLE>
<CAPTION>
Description
Identity of Issue of Investment Cost Current Value
- - - --------------------------------------------------------------------------------
<S> <C> <C> <C>
Insurance Contracts
Fixed Income Fund:
Massachusetts Mutual Life
Insurance Company Guaranteed
Contract #GSA 10291 Investment Contract $ 5,500,168 $ 5,500,168
Connecticut General Life Guaranteed
Insurance Company Investment Contract 9,862,805 9,862,805
------------------------------
Total fixed income fund 15,362,973 15,362,973
Equity Securities
Equity Fund:
Equitable Capital Management Common Stock
Corporation Fund 3,036,768 6,134,414
Alco Common Stock Fund:
Alco Standard Corporation*
Common Stock
265,289 shares Common Stock 10,138,616 14,524,658
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$28,538,357 $36,022,045
==============================
</TABLE>
*Party-in-interest.
9
<PAGE>
Alco Standard Corporation Capital Accumulation Plan
Transactions or Series of Transactions in Excess of
5% of the Current Value of Plan Assets
Year ended December 31, 1993
<TABLE>
<CAPTION>
Purchase Selling Net Gain
Identity of Party Involved Description of Assets Price Price Cost (Loss)
- - - ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Category III--A series of transactions in a security issue aggregating 5% of plan assets
- - - -----------------------------------------------------------------------------------------
Alco Standard Corporation* Purchased 93,924 shares in 53 transactions; $4,137,389 $ 634,101 $ 537,450 $ 96,651
Common Stock Sold 14,063 shares in 38 transactions
Dreyfus Service Corporation Dreyfus Government and Cash Management
Fund--Purchased 1,564,000 units in 13
transactions; sold 1,839,492 units in 43
transactions 1,564,000 1,839,492 1,839,492 --
</TABLE>
Pursuant to Department of Labor Regulation Section 2520.103-6, there were no
Category I, II, or IV reportable transactions during the year ended
December 31, 1993.
* Party-in-interest.
10
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
has duly caused this annual report to be signed by the undersigned hereunto
duly authorized.
ALCO STANDARD CORPORATION CAPITAL ACCUMULATION PLAN
By: Date: June 22, 1994
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Nancy J. Church
Plan Administrator
<PAGE>
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
has duly caused this annual report to be signed by the undersigned hereunto
duly authorized.
ALCO STANDARD CORPORATION CAPITAL ACCUMULATION PLAN
By: /s/Nancy J. Church Date: June 22,1994
----------------------
Nancy J. Church
Plan Administrator
<PAGE>
FORM 11-K
ALCO STANDARD CORPORATION CAPITAL ACCUMULATION PLAN
FISCAL YEAR ENDED DECEMBER 31, 1993
INDEX TO EXHIBITS
-----------------
Exhibit Number Description
- - - -------------- -----------
Exhibit 23 Consent of Independent Auditors
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-28763) pertaining to the Alco Standard Corporation Capital
Accumulation Plan (the "Plan") and in the related Prospectus of our report
dated April 29, 1994, with respect to the financial statements and schedules
of the Plan included in this Annual Report (Form 11-K) for the year ended
December 31, 1993.
Philadelphia, Pennsylvania
June 22, 1994
