<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 15, 1994
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 its 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
LONG TERM INCENTIVE COMPENSATION PLAN
(Full title of the Plan)
_____________________________
J. Kenneth Croney
Vice President and General Counsel
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>
- --------------------------------------------------------------------------------
Common stock 2,500,000 $58.06 $145,150,000 $50,050
without
par value
_______________________________________________________________________________
</TABLE>
*Estimated solely for the purpose of determining the registration fee pursuant
to Rule 457(c) and Rule 457(h).
<PAGE>
PART I
------
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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: Investor Relations 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 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 filed on May 5, 1994);
(b) The registrant's Quarterly Report on Form 10-Q for the fiscal
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 fiscal
quarter ended March 31, 1994;
(d) The registrant's Quarterly Report on Form 10-Q for the fiscal
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.
Item 4. Description of Securities
- ----------------------------------
Not Applicable.
<PAGE>
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
- -----------------
(4.0) Form of Certificate for Shares of Common Stock is incorporated herein
by reference to Form S-3 of the registrant, Registration Statement No. 33-62460,
Exhibit 4.2.
(4.1) Rights Agreement, dated as of February 10, 1988 between Alco
Standard Corporation and National City Bank, filed on February 11, 1988 as
Exhibit 1 to Alco Standard Corporation's Registration Statement on Form 8-A, is
incorporated herein by reference.
(5) Opinion of Ballard Spahr Andrews & Ingersoll as to the validity of the
securites.
(23) Consent of Ernst & Young LLP, Independent Auditors
(24) Powers of Attorney
(24.1) Certified resolution regarding powers of attorney
(99) Alco Standard Corporation Long Term Incentive Compensation Plan
<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 15th day of November,
1994.
ALCO STANDARD CORPORATION
Date: November 15, 1994 By: /s/Michael J. Dillon
---------------------------------
(Michael J. Dillon)
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>
*JOHN E. STUART President, Chief Executive November 15, 1994
- ------------------------- Officer and Director
(John E. Stuart) (Principal Executive Officer)
*KURT E. DINKELACKER Chief Financial Officer November 15, 1994
- -------------------------
(Kurt E. Dinkelacker)
/s/Michael J. Dillon Controller November 15, 1994
- ------------------------- (Principal Accounting Officer)
(Michael J. Dillon)
*RAY B. MUNDT Chairman of the Board of November 15, 1994
- ------------------------- Directors
(Ray B. Mundt)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
*J. MAHLON BUCK, JR. Director November 15, 1994
- ----------------------------
(J. Mahlon Buck, Jr.)
*PAUL J. DARLING, II Director November 15, 1994
- ----------------------------
(Paul J. Darling, II)
*WILLIAM F. DRAKE, JR. Director November 15, 1994
- ----------------------------
(William F. Drake, Jr.)
*JAMES J. FORESE Director November 15, 1994
- ----------------------------
(James J. Forese)
*FREDERICK S. HAMMER Director November 15, 1994
- ----------------------------
(Frederick S. Hammer)
*BARBARA BARNES HAUPTFUHRER Director November 15, 1994
- ----------------------------
(Barbara Barnes Hauptfuhrer)
*DANA G. MEAD Director November 15, 1994
- ----------------------------
(Dana G. Mead)
*PAUL C. O'NEILL Director November 15, 1994
- ----------------------------
(Paul C. O'Neill)
*ROGELIO G. SADA Director November 15, 1994
- ----------------------------
(Rogelio G. Sada)
*JAMES W. STRATTON Director November 15, 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 November 15, 1994
_____________________________
(Hugh G. Moulton)
<PAGE>
INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Exhibits Numbered Pages
- ------- -------- --------------
<S> <C> <C>
(4.0) Form of Certificate for Shares of Common Stock
is incorporated herein by reference to Form S-3
of the registrant, Registration Statement No. 33-62460,
Exhibit 4.2.
(4.1) Rights Agreement, dated as of February 10, 1988
between Alco Standard Corporation and National City Bank,
filed on February 11, 1988 as Exhibit 1 to Alco Standard
Corporation's Registration Statement on Form 8-A, is
incorporated herein by reference.
(5) Opinion of Ballard Spahr Andrews & Ingersoll as to the validity
of the securities.
(23) Consent of Ernst & Young LLP, Independent Auditors
(24) Powers of Attorney
(24.1) Certified resolution regarding powers of attorney
(99) Alco Standard Corporation
Long Term Incentive Compensation Plan
</TABLE>
<PAGE>
Exhibit 5
[Letterhead of Ballard Spahr Andrews & Ingersoll Appears Here]
November 15, 1994
Alco Standard Corporation
P.O. Box 834
Valley Forge, Pa 19482
Re: Alco Standard Corporation Long Term
Incentive Compensation Plan
-----------------------------------
Gentlemen:
We have acted as special counsel to Alco Standard Corporation (the
"Company") in connection with the registration under the Securities Act of 1933,
as amended, of 2,500,000 shares of common stock of the Company, without par
value (the "Shares"), which may be issued under the Alco Standard Corporation
Long Term Incentive Compensation Plan (the "Plan"). The Plan became effective
on October 1, 1992 and was amended and restated on November 10, 1994, subject to
approval by the shareholders of the Company.
In rendering our opinion, we have reviewed such certificates,
documents, corporate records and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinions expressed below.
In giving this opinion, we are assuming the authenticity of all instruments
presented to us as originals, the conformity with the originals of all
instruments presented to us as copies and the genuineness of all signatures.
Based on the foregoing, we are of the opinion that the Shares, when
issued in accordance with the terms of the amended and restated Plan following
approval thereof by the shareholders of the Company, will be legally issued,
fully paid and non-assessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8.
Very truly yours,
/s/Ballard Spahr Andrews & Ingersoll
<PAGE>
Exhibit 23
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) and related Prospectus of the Alco Standard Corporation Long Term
Incentive Compensation 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) for the year ended
September 30, 1993 (as amended by its Form 10-K/A dated May 5, 1994), filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
----------------------------------------
Philadelphia, Pennsylvania
November 10, 1994
<PAGE>
Exhibit 24
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard Corporation
("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-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 15th day of November, 1994.
SIGNED: /s/ J. MAHLON BUCK, JR.
--------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard Corporation
("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon, as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-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 15th day of November, 1994.
SIGNED: /s/ PAUL J. DARLING, II
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is Chief Financial Officer of Alco
Standard Corporation ("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-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 15th day of November, 1994.
SIGNED: /s/ KURT E. DINKELACKER
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard Corporation
("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-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 15th day of November, 1994.
SIGNED: /s/ WILLIAM F. DRAKE, JR.
---------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard Corporation
("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-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 15th day of November, 1994.
SIGNED: /s/ JAMES J. FORESE
------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard Corporation
("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-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 15th day of November, 1994.
SIGNED: /s/ FREDERICK S. HAMMER
---------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that she is a Director of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as her attorneys-in-fact, each with the power of
substitution, to execute, on her behalf the foregoing registration statement on
Form S-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 15th day of November, 1994.
SIGNED: /s/ BARBARA BARNES HAUPTFUHRER
---------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard Corporation
("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-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 15th day of November, 1994.
SIGNED: /s/ DANA G. MEAD
-----------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard Corporation
("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-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 15th day of November, 1994.
SIGNED: /s/ RAY B. MUNDT
--------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard Corporation
("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-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 15th day of November, 1994.
SIGNED: /s/ PAUL C. O'NEILL
--------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard Corporation
("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-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 15th day of November, 1994.
SIGNED: /s/ ROGELIO G. SADA
--------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard Corporation
("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-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 15th day of November, 1994.
SIGNED: /s/ JAMES W. STRATTON
--------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard Corporation
("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-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 15th day of November, 1994.
SIGNED: /s/ JOHN E. STUART
--------------------------------
<PAGE>
Exhibit 24.1
CERTIFICATION
I, J. Kenneth Croney, Secretary of Alco Standard Corporation do hereby
certify that the following resolutions were duly passed by the Board of
Directors of the Corporation on November 11, 1994, and that such resolutions
are, as of the date hereof, in full force and effect:
FURTHER RESOLVED, that each of the officers and directors of the
corporation is hereby authorized to appoint Hugh G. Moulton, J. Kenneth
Croney and Michael J. Dillon 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
interests 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; and
FURTHER RESOLVED, that any officer of the corporation is hereby
authorized to do and perform, or cause to be done or performed, any and all
things and to execute and deliver any and all agreements, certificates,
undertakings, documents or instruments necessary or appropriate in order to
carry out the purpose and intent of the foregoing resolutions.
IN WITNESS WHEREOF, the undersigned has set his hand this 15th day of
November 1994.
/s/ J. KENNETH CRONEY
----------------------------------------
<PAGE>
Exhibit 99
ALCO STANDARD CORPORATION
AMENDED AND RESTATED
LONG TERM INCENTIVE COMPENSATION PLAN
(Effective as of October 1, 1992)
1. Purpose. The Alco Standard Corporation Long-Term Incentive
Compensation Plan was adopted effective October 1, 1992 for the purpose of
motivating, recognizing and rewarding performance at the corporate, group and
company levels which enhances long term shareholder value. The Plan has been
designed and is intended to operate in a manner consistent with Alco Standard
Corporation's decentralized operating philosophy and multitiered organizational
structure.
2. Eligibility. Participation in the Plan shall be limited to
full-time key employees of Alco Standard Corporation ("Alco") and its
subsidiaries (collectively, the "Company").
3. Shares. No more than 2,500,000 shares of common stock, no par
value, of Alco ("Shares") may be issued under the Plan. Shares subject to
awards which have been forfeited pursuant to the terms of this Plan may again be
awarded pursuant to the Plan.
4. Adjustments. If the outstanding Shares 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 or other securities, through merger,
consolidation, sale of all or substantially all of the assets of the Company,
reorganization, recapitalization, reclassification, dividend, stock split,
reverse stock split, spin off, split off, or other distribution with respect to
such Shares or other securities, an appropriate and proportionate adjustment may
be made in (i) the maximum number and kind of shares that may be issued under
the Plan and (ii) the number and kind of shares or other securities subject to
then outstanding awards. No fractional shares will be issued under the Plan on
account of any such adjustments.
5. Administration and Interpretation. The Plan shall be
administered by a committee of the Board of Directors of Alco (the "Committee"),
which shall consist of two or more directors, each of whom is a "disinterested
person" within the meaning of Rule 16b-3(c) under the Securities Exchange Act of
1934 and an "outside director" within the meaning of Section 162(m) of the
Internal Revenue Code and applicable regulations thereunder. The Committee may
make such rules and establish such procedures as it deems appropriate for the
administration of the Plan. In the event of any disagreement as to the
interpretation of the Plan or any rule or procedure thereunder, the decision of
the Committee shall be final and binding upon all persons in interest.
6. Awards. The Committee shall have the authority to make awards
("Awards") under the Plan to any person who meets the eligibility requirements
set forth in
<PAGE>
Section 2. At the time an Award is made, the Committee shall
specify (i) the number of Shares subject to the Award, (ii) the objective
performance goals that must be met in order for the recipient of the Award to
receive the Shares and (iii) the time period within which the performance goals
must be met ("restriction period"). The performance goals specified by the
Committee may relate to an individual employee's performance, the performance of
an employee's business unit or the performance of the Company as a whole or to
any combination of the foregoing. Measurements of performance may include stock
price, sales, earnings per share, return on equity, return on assets, growth in
assets, total shareholder return or such other objective performance goal as may
be established by the Committee. The number of Awards, if any, made each year,
the persons to whom and the time or times at which Awards are made, the number
of Shares included in any Award, the performance goals applicable to each Award
and the other terms and provisions of such Award shall be wholly within the
discretion of the Committee, subject to the overall limit prescribed in Section
3.
7. Certification; Forfeiture. If the Committee shall certify,
after the end of the restriction period, that the applicable performance goals
have been met, Alco shall cause a stock certificate representing the number of
Shares subject to the Award to be issued in the name of, and delivered to, the
employee, subject to reduction in the number of shares in the event the employee
so elects pursuant to Section 11. If the Committee does not so certify, the
Award shall be forfeited. Unless otherwise determined by the Committee, an Award
will be forfeited if the grantee is not an employee of the Company on the last
day of the restriction period.
8. Certificate. Each Award shall be evidenced by a Restricted
Stock Award Certificate, which shall specify the number of Shares subject to the
Award, the restriction period, and the applicable performance goals. In
addition, the Committee may specify additional terms, not inconsistent with this
Plan, by rules of general application or by specific direction in connection
with a particular Award or group of Awards.
9. Common Stock Subject to Award. Shares issued pursuant to Awards
may be unissued shares or treasury shares, including shares bought on the open
market.
10. Rights of Participant in Shares. A person shall not be deemed
to be the holder of, or to have the rights of a holder with respect to, any
Shares subject to an Award unless and until a stock certificate representing
such Shares is issued to such person.
11. Tax Withholding. At the election of the employee, the Company
shall reduce and withhold the number of Shares which become issuable pursuant to
the Award by up to one-third of the total number of Shares and shall apply an
amount equal to the 100% of the fair market value of the Shares so withheld to
applicable federal, state, city and other taxes required to be withheld by the
Company pursuant to any statutes or other governmental regulation or ruling.
12. Nonassignment. Any Award and the rights and privileges
conferred hereby shall not be transferred, assigned, pledged or hypothecated in
any way (whether by
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operation of law or otherwise), and shall not be subject to execution,
attachment or similar process.
13. Plan and Award Not to Affect Employment. Neither this Plan nor
any Award shall confer upon any eligible employee any right to continue in the
employ of the Company.
14. Amendment of Plan. The Board of Directors of Alco may terminate
this Plan or make such amendments to this Plan as it deems necessary or
advisable, provided, however, that unless otherwise required by law, no such
amendment may impair the rights of any participant under any Award previously
granted without such participant's consent. The Board of Directors may, if it
deems appropriate, submit an amendment to the shareholders for their approval in
order to satisfy any statutory or regulatory provision, including Section 162(m)
of the Internal Revenue Code and Rule 16b-3 under the Securities Exchange Act of
1934.
15. Successors. The Plan shall be binding upon and inure to the
benefit of any successor, successors or assigns of Alco.
16. Severability. If any part of the Plan shall be determined to be
invalid or void in any respect, such determination shall not affect, impair,
invalidate or nullify the remaining provisions of the Plan which shall continue
in full force and effect.
17. Governing Law. The Plan and actions taken in connection
herewith shall be governed and construed in accordance with the laws of the
Commonwealth of Pennsylvania.
18. Construction. Wherever any words are used in this Plan in the
masculine gender they shall be construed as though they were also used in the
feminine gender in all cases where they would so apply, and wherever any words
are used herein in the singular form they shall be construed as though they were
also used in the plural form in all cases where they would so apply.
19. Liability of Committee Members. No member or former member of
the Committee shall be liable, in the absence of bad faith or willful
misconduct, for any act or omission with respect to service on the Committee.
Service on the Committee shall constitute service as a director of the Company
so that members of the Committee shall be entitled to indemnification and
reimbursement as directors of the Company pursuant to its Code of Regulations.
20. Other Benefits. Neither the receipt of an Award nor the
issuance of Shares pursuant to an Award shall be deemed compensation for
purposes of computing benefits under any retirement plan nor affect any benefits
under any other benefit plan now or hereafter in effect under which the
availability or amount of benefits is related to the level of compensation.
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21. Costs. The Company shall bear all expenses incurred in
administering the Plan, including expenses of issuing Shares pursuant to an
Award.
22. Effective Date. This Amended and Restated Plan shall be
effective October 1, 1992, subject to approval by the Shareholders of Alco.
23. Termination of the Plan. No Award shall be made after September
30, 2004. However, Awards made prior to such date shall continue to be governed
in accordance with the terms of this Plan and employees shall be entitled to
receive payment for such Awards under the terms of this Plan.
