<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 15, 1994
REGISTRATION NO.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
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 NUMBER)
INCORPORATION OR ORGANIZATION)
P.O. BOX 834
VALLEY FORGE, PENNSYLVANIA 19482
(610) 296-8000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
J. KENNETH CRONEY, ESQUIRE
ALCO STANDARD CORPORATION
VICE PRESIDENT--LAW AND SECRETARY
P.O. BOX 834
VALLEY FORGE, PENNSYLVANIA 19482
(610) 296-8000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
ROBERT E. BUCKHOLZ, JR., ESQUIRE
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the Registration Statement becomes effective as determined in light
of market conditions.
---------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED
MAXIMUM
TITLE OF EACH CLASS AMOUNT PROPOSED AGGREGATE AMOUNT OF
OF SECURITIES TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT PRICE(1) FEE
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities........
Preferred Stock........
Depositary Shares (3).. 203,300,000(2) (2) $203,300,000 $70,104
Common Stock(4)(5).....
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) Estimated solely for the purpose of determining the registration fee.
(2) There are being registered hereunder such principal amount or number of
Securities as may from time to time be issued at indeterminate prices, but
with an aggregate initial offering price not to exceed $203,300,000.
(3) There are being registered hereunder such indeterminate number of
Depositary Shares as may be issued in the event the Registrant elects to
offer fractional interests in shares of the Preferred Stock registered
hereunder.
(4) In addition to Common Stock that may be offered for cash, there are being
registered hereunder such indeterminate number of shares of Common Stock as
may be issuable upon conversion of the Debt Securities or Preferred Stock
being registered hereunder, to the extent any of such Debt Securities or
shares of Preferred Stock are by their terms convertible into Common Stock.
(5) Each share of Common Stock being registered hereunder includes a Common
Stock Purchase Right.
---------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
PURSUANT TO RULE 429 OF THE GENERAL RULES AND REGULATIONS UNDER THE
SECURITIES ACT OF 1933, THE PROSPECTUS WHICH IS A PART OF THIS REGISTRANT
STATEMENT IS A COMBINED PROSPECTUS WHICH ALSO COVERS AN AGGREGATE OF
$96,700,000 OF SIMILAR, UNISSUED SECURITIES REGISTERED UNDER REGISTRATION
STATEMENT NO. 33-62460, AS PREVIOUSLY FILED BY THE REGISTRANT ON FORM S-3,
DECLARED EFFECTIVE ON JUNE 24, 1993.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED FEBRUARY 15, 1994
ALCO STANDARD CORPORATION
DEBT SECURITIES, PREFERRED STOCK
AND COMMON STOCK
-----------
Alco Standard Corporation (the "Company" or "Alco") may from time to time
offer Debt Securities consisting of debentures, notes and/or other unsecured
evidences of indebtedness in one or more series; Preferred Stock in one or more
series (which may include Depositary Shares representing fractional interests
in shares of Preferred Stock); and shares of Common Stock (collectively, the
"Securities"), from which the Company will receive proceeds of up to an
aggregate of $300,000,000. The Debt Securities, Preferred Stock and Common
Stock may be offered independently or together in any combination for sale
directly to purchasers or through dealers, underwriters or agents to be
designated. The Securities will be offered to the public on terms determined by
market conditions.
The specific designation, aggregate principal amount, purchase price,
maturity, rate (or method of calculation thereof) and time of payment of
interest, if any, any conversion or exchange provisions, any redemption
provisions, any subordination provisions and other specific terms not set forth
herein of the Debt Securities in respect of which this Prospectus is being
delivered; the specific title, number of shares, dividend rate (or method of
calculation), liquidation preferences, any conversion or exchange provisions,
any redemption provisions, any other specific terms of the Preferred Stock and
any Depositary Shares in respect of which this Prospectus is being delivered;
any listing on a securities exchange of the Securities in respect of which this
Prospectus is being delivered; and the names of any underwriters, dealers or
agents, and the other terms and manner of the sale and distribution of such
Securities, are set forth in the accompanying Prospectus Supplement. See
"Description of Debt Securities", "Description of Capital Stock", "Description
of Depositary Shares" and "Plan of Distribution".
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
-----------
THE DATE OF THIS PROSPECTUS IS FEBRUARY 15, 1994.
<PAGE>
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR
THE PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY ALCO OR ANY
UNDERWRITER. THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES
OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER IN SUCH JURISDICTION.
----------------
AVAILABLE INFORMATION
Alco is subject to the informational requirements of the Securities Exchange
Act of 1934 (the "1934 Act") and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other information filed
by Alco with the Commission can be inspected and copied at the offices of the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the following Regional Offices of the Commission: New York
Regional Office, Seven World Trade Center, New York, New York 10048, and
Chicago Regional Office, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such material can also be obtained from the Public Reference
Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. Such material can also be
inspected at the New York, Philadelphia and Chicago Stock Exchanges on which
Alco's common stock is listed.
DOCUMENTS INCORPORATED BY REFERENCE
Alco's Annual Report on Form 10-K for the fiscal year ended September 30,
1993 and its quarterly report for the quarter ended December 31, 1993,
heretofore filed by Alco with the Commission, are incorporated herein by
reference.
All documents filed by Alco pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the 1934 Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the Securities shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. This Prospectus does not contain all
information set forth in the Registration Statement and Exhibits thereto which
Alco has filed with the Commission and to which reference is made hereby.
Alco will provide without charge to each person, including any beneficial
owner, to whom a copy of this Prospectus is delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to
above which have been incorporated in this Prospectus by reference, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference in such documents). Requests for such copies should be directed
to: Corporate Communications Department, Alco Standard Corporation, P.O. Box
834, Valley Forge, Pennsylvania 19482 (telephone number: (610) 296-8000).
2
<PAGE>
THE COMPANY
Alco Standard Corporation ("Alco" or the "Company") markets and distributes
office equipment and paper through two business segments, Alco Office Products
("AOP") and Unisource Worldwide, Inc. ("Unisource"). Alco's fiscal 1993
revenues were $6.5 billion and its operating income (before restructuring
charges) was $276 million.
Alco Office Products ("AOP") is the largest independent copier distribution
network in North America and has a growing presence in Europe. AOP has over 550
locations in 45 states, four Canadian provinces, the United Kingdom and
Germany. AOP sells, rents and leases copiers, fax machines and other automated
office equipment. AOP also provides equipment services and supplies,
reprographic facilities management and specialized document copying services.
Through its captive leasing company, AOP finances equipment leases for
customers of AOP companies throughout the United States. In fiscal 1993, AOP's
revenues were $1.6 billion and operating income was $139 million.
Unisource, formerly Paper Corporation of America, is the largest distributor
of printing paper in North America, with facilities in every major metropolitan
market in the United States and Canada. Unisource sells quality printing papers
for commercial use and also markets and distributes paper for office and
reprographic use. In addition, Unisource is a leading distributor of industrial
products, including paper and plastic packaging supply items for food retailers
and food processors, commercial sanitary and maintenance products, and
industrial packaging equipment, closure systems and supplies. In fiscal 1993,
Unisource's revenues were $4.9 billion and its operating income was $137
million (before restructuring charges).
In September 1993, Alco announced a restructuring plan for Unisource in order
to adapt to the changing environment in the paper industry. The plan will
accomplish the following: installation of a customer-focused information
system, re-engineering of warehouse and transportation functions,
regionalization of management and administrative support functions, and
consolidation of service center locations. In connection with certain elements
of the restructuring plan, Alco recorded a pre-tax charge of $175 million
during the fourth quarter of fiscal 1993 to provide for facility consolidation,
severance costs and other expenses. As part of the restructuring plan, the
single name "Unisource" will be adopted for 25 North American paper companies
formerly operating under various names as part of Alco's "Paper Corporation of
America."
Alco is managed as the "The Corporate Partnership." Under this
entrepreneurial philosophy, field executives maintain a high degree of
operating autonomy over issues that affect the Company's ability to serve
customers, while financial and administrative support are provided on a
centralized basis.
The address of Alco's principal executive offices is P.O. Box 834, Valley
Forge, Pennsylvania 19482, telephone number (610) 296-8000.
3
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios of earnings to fixed
charges of Alco for the periods indicated:
<TABLE>
<CAPTION>
THREE MONTHS FISCAL YEAR ENDED
ENDED SEPTEMBER 30
DECEMBER 31, ------------------------
1993 1993 1992 1991 1990 1989
------------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges... 3.2 1.3 3.5 2.8 2.7 2.9
Ratio of Earnings to Fixed Charges
(Excluding Captive Finance Subsidi-
aries).............................. 3.8 1.4 4.2 3.3 3.0 3.3
</TABLE>
For purposes of calculating this ratio, earnings consist of income from
continuing operations before provisions for income taxes and excluding the loss
from unconsolidated affiliate, plus fixed charges. Fixed charges include
interest expense on indebtedness, and an estimate of the interest component of
rental expense. The first ratio gives effect to the consolidation of the
captive finance subsidiaries of Alco's Office Products Group. The second ratio
excludes the income from continuing operations before provision for income
taxes, and the fixed charges, attributable to those captive finance
subsidiaries. The 1993 ratios include the Unisource $175 million restructuring
charge ($113 million net of taxes); if the restructuring charge were excluded
for 1993, the ratios would be 3.3 (including captive finance subsidiaries) and
4.2 (excluding captive finance subsidiaries).
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The following table sets forth the historical ratios of earnings to fixed
charges and preferred stock dividends of Alco for the periods indicated:
<TABLE>
<CAPTION>
THREE MONTHS FISCAL YEAR ENDED
ENDED SEPTEMBER 30
DECEMBER 31, ------------------------
1993 1993 1992 1991 1990 1989
------------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges
and Preferred Stock Dividends....... 2.7 1.1 3.5 2.8 2.7 2.9
Ratio of Earnings to Fixed Charges
and Preferred Stock Dividends
(Excluding Captive Finance
Subsidiaries)....................... 3.0 1.1 4.2 3.2 3.0 3.2
</TABLE>
For purposes of calculating this ratio, earnings consist of income from
continuing operations before provisions for income taxes and preferred stock
dividends and excluding the loss from unconsolidated affiliate, plus fixed
charges. Fixed charges include interest expense on indebtedness, and an
estimate of the interest component of rental expense. Preferred stock dividends
include the pretax earnings required to cover preferred stock dividend
requirements. The first ratio gives effect to the consolidation of the captive
finance subsidiaries of Alco's Office Products Group. The second ratio excludes
the income from continuing operations before provision for income taxes, and
the fixed charges and any preferred stock dividends attributable to those
captive finance subsidiaries. The 1993 ratios include the Unisource $175
million ($113 million net of taxes) restructuring charge; if the restructuring
charge were excluded for 1993, the ratio would be 2.8 (including captive
finance subsidiaries) and 3.4 (excluding captive finance subsidiaries).
USE OF PROCEEDS
Unless otherwise specified in the Prospectus Supplement which accompanies
this Prospectus, the net proceeds from the sale of the Securities will be added
to the general funds of Alco and may be used to finance the acquisition of new
companies and for general corporate purposes, including capital expenditures
and working capital requirements.
4
<PAGE>
DESCRIPTION OF DEBT SECURITIES
The following description sets forth the material terms and provisions of the
Debt Securities to which the accompanying Prospectus Supplement may relate. The
particular terms and provisions of any series of Debt Securities offered by the
Prospectus Supplement, and the extent to which such general terms and
provisions described below may apply thereto, are described in the Prospectus
Supplement relating to such series of Debt Securities.
The Debt Securities will be issued under an Indenture (the "Indenture"),
dated as of April 1, 1986, between Alco and The Chase Manhattan Bank (National
Association), as Trustee (the "Trustee"), a copy of which is filed as an
exhibit to the Registration Statement filed with the Commission. Wherever
particular sections or defined terms of the Indenture are referred to, it is
intended that such sections or defined terms shall be incorporated herein by
reference.
GENERAL
The Indenture does not limit the amount of Debt Securities which can be
issued thereunder and provides that Debt Securities may be issued thereunder up
to the aggregate principal amount which may be authorized from time to time by
Alco. Reference is made to the Prospectus Supplement which accompanies this
Prospectus for the following terms and other information with respect to any
Debt Securities being offered thereby: (i) the designation, aggregate principal
amount and authorized denominations of such Debt Securities; (ii) the
percentage of the principal amount at which such Debt Securities will be
issued; (iii) the date or dates on which such Debt Securities will mature; (iv)
the rate or rates per annum at which such Debt Securities will bear interest,
if any, or the method of determination of such rate; (v) the time or times at
which any such interest will be payable, the record dates for such interest
payments and the date or dates from which interest will accrue; (vi) the place
or places where the principal (and premium, if any) and interest will be
payable; (vii) whether such Debt Securities will be convertible into or
exchangeable for Common Stock or other securities of Alco, and the terms and
conditions of any such conversions or exchanges; (viii) whether such Debt
Securities will be subordinated to other indebtedness of the Company, and the
terms and conditions of any such subordination; and (ix) any redemption or
sinking fund provisions, additional restrictive covenants or other terms of
such Debt Securities. (Section 301)
Unless otherwise specified in the Prospectus Supplement which accompanies
this Prospectus, principal, premium, if any, and interest, if any, are to be
payable at the Corporate Trust Office of the Trustee or its successors in The
City of New York, or at any other office or agency maintained by Alco for such
purposes, provided that payment of interest, if any, may be made at the option
of Alco by check mailed to the persons in whose names the Debt Securities are
registered at the close of business on the day specified in the Prospectus
Supplement accompanying this Prospectus. (Sections 202 and 1002)
The Debt Securities will be issued only in fully registered form, without
coupons. (Section 302) The Debt Securities will be exchangeable for other Debt
Securities of the same series of a like aggregate principal amount in
authorized denominations and will be transferable at any time or from time to
time at the Corporate Trust Office of the Trustee or at any other office or
agency of Alco maintained for that purpose. No service charge will be made for
any such exchange or transfer of Debt Securities, but Alco may require payment
of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith. (Section 305)
Debt Securities of a single series may be issued at various times with
different maturity dates, may bear interest at different rates and may
otherwise vary.
One or more series of Debt Securities may be sold at a substantial discount
below their stated principal amount, bearing no interest or interest at a rate
which at the time of issuance is below market rates. Federal
5
<PAGE>
income tax consequences and special considerations applicable to any such
series will be described in the Prospectus Supplement relating thereto.
SENIOR DEBT
The Debt Securities will be unsecured and will rank on a parity with all
other unsecured and unsubordinated indebtedness of Alco. Unless otherwise
indicated in the Prospectus Supplement relating to the Debt Securities, the
covenants contained in the Indenture and the Debt Securities would not
necessarily afford Holders of the Debt Securities protection in the event of a
highly leveraged or other transaction involving Alco or a sudden and dramatic
decline in credit quality resulting from an acquisition of Alco, or a
recapitalization or similar restructuring of Alco, that may adversely affect
Holders.
CERTAIN RESTRICTIVE PROVISIONS
Alco covenants in the Indenture that so long as any of the Debt Securities
remain outstanding, it will not, nor will it permit any Restricted Subsidiary
(as defined, see "Definition of Certain Terms" below) to create or assume any
mortgage, security interest, pledge or lien of or upon any Principal Property
(as defined) or shares of capital stock or indebtedness of any Restricted
Subsidiary (whether such Principal Property, shares of stock or indebtedness
are now owned or hereafter acquired) without making effective provision whereby
the Outstanding Debt Securities shall be secured equally and ratably with any
and all other indebtedness or obligations thereby secured. This restriction,
however, shall not apply to: (i) liens on any Principal Property existing at
the time that it is acquired, or liens on any Principal Property acquired,
constructed or improved by Alco or a Restricted Subsidiary which are created or
assumed contemporaneously with, or within 180 days after (or in certain cases,
360 days after) the completion of such acquisition, construction or improvement
to secure the purchase price of such property or the cost of such construction
or improvement; (ii) liens on property or shares of capital stock or
indebtedness of a corporation existing at the time such corporation is merged
into or consolidated with Alco or a Restricted Subsidiary or at the time of a
sale, lease or other disposition of the properties of a corporation as an
entirety or substantially as an entirety to Alco or a Restricted Subsidiary;
(iii) liens on property or shares of capital stock or indebtedness of a
corporation existing at the time such corporation becomes a Restricted
Subsidiary; (iv) liens to secure indebtedness of a Restricted Subsidiary to
Alco or to another Restricted Subsidiary; (v) liens in favor of the United
States of America or any state thereof, or any department, agency or political
subdivision of the United States of America or any state thereof, to secure
partial, progress, advance or other payments pursuant to any contract or
statute, including, without limitation, liens to secure indebtedness
represented by pollution control or industrial revenue bonds, or to secure any
indebtedness incurred for the purpose of financing all or any part of the
purchase price or the cost of constructing or improving the property subject to
such liens; (vi) liens in favor of any customer arising in respect of partial,
progress, advance or other payments made by or on behalf of such customer for
goods produced for or services rendered to such customer in the ordinary course
of business not exceeding the amount of such payments; (vii) liens existing at
the date of the Indenture; (viii) mechanics', workers', repairmen's,
materialmen's, warehousemen's, carriers' or other similar liens arising in the
ordinary course of business; (ix) pledges or deposits under the workers'
compensation laws or similar legislation and liens of judgments thereunder
which are not currently dischargeable, or good faith deposits in connection
with bids, tenders, contracts (other than for the payment of money) or leases
to which Alco or any Restricted Subsidiary is a party, or deposits in
connection with obtaining or maintaining self-insurance or to obtain the
benefits of any law, regulation or arrangement pertaining to unemployment
insurance, old age pensions, social security or similar matters, or deposits of
cash or obligations of the United States of America to secure surety, appeal or
customs bonds to which Alco or any Restricted Subsidiary is a party, or
deposits in litigation or other proceedings such as, but not limited to,
interpleader proceedings; (x) liens created by or resulting from any litigation
or proceedings which are being contested in good faith; liens arising out of
judgments or awards against Alco or any Restricted Subsidiary with respect to
which Alco or such Restricted Subsidiary is in good faith prosecuting an appeal
or proceedings for review; or liens incurred by Alco or any Restricted
Subsidiary for the purpose of obtaining a stay or discharge in the course of
any legal proceeding to which Alco or such Restricted Subsidiary is a party;
(xi) liens for taxes or assessments or
6
<PAGE>
governmental charges or levies not yet due or delinquent, or which can
thereafter be paid without penalty, or which are being contested in good faith
by appropriate proceedings; landlord's liens on property held under lease, and
tenants' rights under leases; and easements; (xii) other liens incidental to
the conduct of the business or the ownership of the property and assets of Alco
or a Restricted Subsidiary which were not incurred in connection with the
borrowing of money or the obtaining of advances or credit, and which do not, in
the opinion of Alco, materially detract from the value of the property or
assets or materially impair the use thereof in the operation of the business of
Alco and its Restricted Subsidiaries taken as a whole; or (xiii) any extension,
renewal or replacement (or successive extensions, renewals or replacements), in
whole or in part, of any liens referred to in the foregoing clauses (i) through
(xii), inclusive. (Section 1006)
Sale and leaseback transactions by Alco or any Restricted Subsidiary of any
Principal Property owned for more than 180 days (except for leases of not more
than three years and except for leases between Alco and a Restricted Subsidiary
or between Restricted Subsidiaries) are prohibited unless (i) Alco or such
Restricted Subsidiary would be entitled to incur indebtedness secured by a lien
on such property without equally and ratably securing the Debt Securities
pursuant to the restrictions on liens described above, or (ii) Alco shall apply
an amount equal to the Attributable Debt (as defined) of such transaction to
(a) the acquisition of one or more Principal Properties of equal or greater
aggregate fair market value and/or (b) the retirement of indebtedness for
borrowed money, including the Debt Securities, incurred by Alco or any
Restricted Subsidiary (other than indebtedness for borrowed money owed to Alco
or any Restricted Subsidiary), provided that the amount to be applied to the
retirement of such indebtedness shall be reduced by (1) the principal amount of
any Debt Securities delivered within 180 days after such sale to the Trustee
for retirement or cancellation, and (2) the principal amount of such
indebtedness, other than Debt Securities, voluntarily retired by Alco within
180 days after such sale. No retirement referred to in the foregoing clause
(ii)(b), however, may be effected by payment at maturity or pursuant to any
mandatory sinking fund payment or mandatory prepayment provision. (Section
1007)
Notwithstanding the foregoing restrictions on liens and sale and leaseback
transactions, Alco and its Restricted Subsidiaries may, without securing the
Debt Securities, acquiring one or more Principal Properties or retiring
indebtedness for borrowed money, create or assume liens and enter into sale and
leaseback transactions if the aggregate amount of all such liens and sale and
leaseback transactions outstanding at the time such lien is assumed or created
or such sale and leaseback transaction is entered into, as measured by all
indebtedness secured by all such liens then outstanding or to be so created or
assumed (and after giving effect to the retirement of any indebtedness or
obligations which are concurrently being retired) and the Attributable Debt of
all such sale and leaseback transactions then outstanding or to be so entered
into, would not exceed 10% of Alco's Consolidated Net Assets (as defined), as
determined in accordance with the most recent published balance sheet of Alco
and after giving effect to the receipt and application of any proceeds of all
indebtedness secured by all such liens to be created or assumed and of any sale
and leaseback transactions to be entered into. (Section 1008)
DEFINITION OF CERTAIN TERMS
"Attributable Debt" is defined as the present value (discounted as provided
in the Indenture) of the obligation of a lessee for rental payments during the
remaining term of any lease. (Section 1006)
"Consolidated Net Assets" is defined as the total of all assets (after
deducting all current liabilities) appearing on a consolidated balance sheet of
Alco and its consolidated subsidiaries, prepared in accordance with generally
accepted accounting principles, with the assets determined at their net book
values (after deducting related depreciation, depletion, amortization and other
valuation reserves). (Section 1006)
"Principal Property" is defined as any manufacturing plant, research facility
or warehouse located within the United States of America owned or leased by
Alco or any Restricted Subsidiary which has a net book value exceeding 2 1/2%
of Alco's Consolidated Net Assets, unless, in the opinion of the board of
directors of
7
<PAGE>
Alco, such property (or a portion thereof) is not of material importance to the
total business conducted by Alco as an entirety. (Section 1006)
"Restricted Subsidiary" is defined to mean any Subsidiary which owns a
Principal Property. (Section 1006)
"Subsidiary" is defined to mean a corporation more than 50% of the
outstanding voting stock of which is owned, directly or indirectly, by Alco
and/or by one or more of its other Subsidiaries. (Section 101)
MERGER AND CONSOLIDATION
The Indenture provides that Alco may, without the consent of the Holders of
Debt Securities of any series, consolidate with or merge with or into any other
corporation, or convey, transfer or lease its properties and assets
substantially as an entirety to any person, provided that in any such case (i)
the successor corporation shall be a domestic corporation and such corporation
shall assume by a supplemental indenture Alco's obligations under the
Indenture, (ii) immediately after giving effect to such transaction, no default
shall have occurred and be continuing, and (iii) if, as a result of any such
transaction, the properties or assets of Alco would be subject to any lien not
permitted under the restrictions on liens described above, the Debt Securities
will be secured equally and ratably with (or prior to) all indebtedness secured
thereby. Upon compliance with these provisions by a successor corporation. Alco
(except in the case of a lease) would be relieved of its obligations under the
Indenture and the Debt Securities. (Sections 801 and 802)
MODIFICATION AND AMENDMENT
The rights and obligations of Alco and the rights of the Holders may be
modified with respect to one or more series of Debt Securities issued under the
Indenture with the consent of the Holders of not less than 66 2/3% in principal
amount of the Outstanding Debt Securities of each series so affected, provided
that no such modification or amendment may, without the consent of the Holder
of each Debt Security affected thereby: (i) change the Stated Maturity of the
principal of, or any installment of principal of or interest on, any such Debt
Security; (ii) reduce the principal amount of, or the rate of interest, if any,
on, or any premium payable upon the redemption of any Debt Security; (iii)
reduce the amount of the principal of an Original Issue Discount Security that
would be due and payable upon a declaration of acceleration of the Maturity
thereof; (iv) change the place of payment where, or the coin or currency in
which, any Debt Security or any premium or interest thereon is payable; (v)
impair the right to institute suit for the enforcement of any payment on or
with respect to any such Debt Security; (vi) reduce the above stated percentage
of Outstanding Debt Securities necessary to modify or amend the Indenture;
(vii) reduce the percentage of aggregate principal amount of Outstanding Debt
Securities for waiver of compliance with certain provisions of the Indenture or
for waiver of certain defaults; or (viii) modify (with certain exceptions) any
provisions of the Indenture relating to modification and amendment of the
Indenture or waiver of compliance with conditions and defaults thereunder.
(Section 902)
EVENTS OF DEFAULT
The Indenture defines an Event of Default with respect to any series of Debt
Securities as being any one of the following events and such other event as may
be established for the Debt Securities of a particular series: (i) failure to
pay principal of (or premium, if any, on) any Debt Security of that series when
due; (ii) failure to pay any interest installment on any Debt Security of that
series when due, continued for 30 days; (iii) failure to deposit any sinking
fund payment on any Debt Security of that series when due; (iv) failure to
perform any other covenant of Alco (other than a covenant included in the
Indenture solely for the benefit of series of Debt Securities other than that
series), continued for 60 days after receipt of written notice by Alco; (v)
failure to pay when due, or acceleration pursuant to the terms of any agreement
or instrument of the maturity of, any indebtedness of Alco for borrowed money,
if such indebtedness aggregates $10,000,000 or more and such indebtedness is
not discharged or such acceleration is not rescinded or annulled within 10
8
<PAGE>
days after receipt of written notice by Alco; (vi) certain events in
bankruptcy, insolvency or reorganization in respect of Alco; and (vii) any
other defaults provided with respect to Debt Securities of that series.
(Section 501) An Event of Default with respect to a particular series of Debt
Securities issued under the Indenture does not necessarily constitute an Event
of Default with respect to any other series of Debt Securities issued
thereunder. The Trustee may withhold notice to the Holders of any series of
Debt Securities of any default with respect to such series (except in the
payment of principal, premium or interest or the making of any sinking fund
payment) if it considers such withholding in the interests of such Holders.
(Section 602)
If an Event of Default (as defined) shall occur and be continuing with
respect to any series of Debt Securities, either the Trustee or the Holders of
at least 25% in principal amount of the Outstanding Debt Securities of such
series (or, if the Debt Securities of that series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) may accelerate the maturity of such series; provided,
however, that after such acceleration, but before a judgment or decree based on
such acceleration, the Holders of a majority in principal amount of such series
may rescind and annul such acceleration under certain circumstances. (Section
502) The Holders of a majority in principal amount of the Outstanding Debt
Securities of such series may waive any past default under the Indenture,
except a default in the payment of principal, premium, if any, or interest or
in the making of any sinking fund payment or in respect of a covenant or
provision which cannot be modified or amended without the consent of each of
the Holders of affected Debt Securities. (Section 513)
Except as otherwise provided in the provisions of the Indenture relating to
the duties of the Trustee in case an Event of Default (as defined) shall occur
and be continuing, the Trustee will be under no obligation to exercise any of
its rights or powers under the Indenture at the request or direction of any of
the Holders, unless such Holders shall have offered to the Trustee reasonable
security or indemnity. (Section 603) Subject to such provisions for the
indemnification of the Trustee, the Holders of a majority in principal amount
of the Outstanding Debt Securities of any series affected shall have the right
to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
the Trustee with respect to the Debt Securities of such series. (Section 512)
Alco is required to furnish to the Trustee annually a statement as to any
default under the Indenture. (Section 1009)
DEFEASANCE AND COVENANT DEFEASANCE
The Indenture provides, if such provision is made applicable to the Debt
Securities of any series pursuant to Section 301 of the Indenture, that Alco
may elect either (i) to defease and be discharged from any and all obligations
with respect to such Debt Securities (except for the obligations to register
the transfer or exchange of such Debt Securities, to replace temporary or
mutilated, destroyed, lost or stolen Debt Securities, to maintain an office or
agency in respect of the Debt Securities and to hold moneys for payment in
trust) ("defeasance") or (ii) to be released from its obligations with respect
to such Debt Securities under the covenants described above under "Certain
Restrictive Provisions," in which case the events specified above in clauses
(iv) (insofar as it relates to such covenants) and (v) under "Events of
Default" shall no longer be Events of Default in respect of such Debt
Securities ("covenant defeasance"), in either case upon the deposit with the
Trustee (or other qualifying trustee), in trust for such purpose, of money,
and/or U.S. Government Obligations (as defined) which through the payment of
principal and interest in accordance with their terms will provide money, in an
amount sufficient to pay the principal of (and premium, if any) and interest on
such Debt Securities and any mandatory sinking fund or analogous payments
thereon on the scheduled due dates therefor. Such a trust may only be
established if, among other things, Alco has delivered to the Trustee an
opinion of counsel (as specified in the Indenture) to the effect that the
Holders of such Debt Securities will not recognize income, gain or loss for
Federal income tax purposes as a result of such defeasance or covenant
defeasance and will be subject to Federal income tax on the same amounts, in
the same manner and at the same times as would have been the case if such
defeasance or covenant defeasance had not occurred. Such opinion, in the case
of defeasance under clause (i) above, must refer to and be based upon a ruling
of the
9
<PAGE>
Internal Revenue Service or a change in applicable Federal income tax law
occurring after the date of the Indenture. (Sections 1301, 1302, 1303 and 1304)
REGARDING THE TRUSTEE
From time to time, the Trustee extends credit to, and performs other
customary banking services for, Alco in the ordinary course of business.
DESCRIPTION OF CAPITAL STOCK
The Company is currently authorized to issue 75,000,000 shares of Common
Stock and 2,138,539 shares of Serial Preferred Stock ("Preferred Stock"). Both
classes are without par value. The Common Stock is subject to the express terms
of the Preferred Stock. The Preferred Stock may be issued from time to time in
one or more series, without stockholder approval, with such designations,
preferences and relative rights, and qualifications, limitations, or
restrictions thereof as shall be adopted by the Board of Directors. Three
series of Preferred Stock are outstanding, one of which (Series 11) will be
redeemed as of March 1, 1994. The particular terms and provisions of any series
of Preferred Stock offered by the Prospectus Supplement, and the extent to
which such general terms and provisions described below may apply thereto, are
described in the Prospectus Supplement relating to such series of Preferred
Stock.
DIVIDEND RIGHTS
Common Stock. Dividends and other distributions of assets may be made with
respect to the Common Stock from time to time by the Board of Directors within
the limits and from the sources permitted by law after payment or provision for
payment of all accrued and unpaid dividends (which are cumulative) on the
Preferred Stock, so long as there is no default in any sinking fund provisions
for the Preferred Stock. Certain loan agreements limit the amount of
consolidated retained earnings from which the Company may pay dividends. At
December 31, 1993, such amount was approximately $418 million.
Preferred Stock. The outstanding Preferred Stock is entitled to payment of
annual per share dividends as follows: Series 2, $5.00; and Series AA, $237.50
($2.375 per Depositary Share) through January 2, 1996 and $325.00 ($3.25 per
Depositary Share) thereafter.
So long as any shares of Preferred Stock are outstanding, the Company may not
(a) declare or pay any dividends (other than dividends payable in Common Stock
or other shares of the Company ranking junior to the Preferred Stock) to
holders of Common Stock or shares of the Company of any other class ranking on
a parity with or junior to the Preferred Stock, or (b) make any distributions
of assets (directly or indirectly, by purchase, redemption or otherwise) to the
holders of Common Stock or shares of the Company of any other class ranking on
a parity with or junior to the Preferred Stock (except in the case of shares
purchased in compromise of claims, or to prevent loss on doubtful debts and
except in the case of shares purchased out of the proceeds of the sale of
Common Stock or other shares ranking junior to the Preferred Stock received by
the Company, subsequent to January 1, 1968):
(a) Unless all accrued and unpaid dividends on shares of Preferred Stock,
including the full dividends for the then quarterly dividend period, shall
have been paid or declared and funds sufficient for payment thereof set
apart; and
(b) Unless there shall be no arrearages with respect to redemption of
shares of Preferred Stock from any sinking fund provided therefor.
No dividends may be paid upon or declared or set apart for any of the
Preferred Stock for any quarterly dividend period unless at the same time a
like proportionate dividend for the same quarterly dividend period, ratably in
proportion to the respective annual dividend rates fixed therefor, shall be
paid upon or declared or set apart for all Preferred Stock of all series then
issued and outstanding and entitled to receive such dividend.
10
<PAGE>
PREEMPTIVE RIGHTS
Common Stock. The holders of Common Stock do not have any preemptive right to
purchase or have offered to them for purchase any shares or other securities of
the Company.
Preferred Stock. The only preemptive right of holders of Preferred Stock is
to participate in certain distributions, if any were to be made by the Company,
to holders of Common Stock of options or rights to acquire Common Stock, or of
evidences of the Company's debt or assets (other than cash).
COMMON STOCK PURCHASE RIGHTS
In February 1988, the Company declared and paid a dividend distribution of
one right for each outstanding share of Common Stock. The Rights become
exercisable ten days (or such later date, not beyond thirty days, as is fixed
by the Board of Directors) after the earlier of: (a) public announcement that
an individual or group has acquired or obtained the right to acquire 20% or
more of the Company's Common Stock or (b) an individual or group commences or
announces an intention to commence a tender or exchange offer that could result
in the acquisition of 30% or more of such securities (the "Separation Date").
When exercisable, each Right entitles the holder to purchase one one-hundredth
of a share of Alco's Series 12 Preferred Stock for $75 (the "Exercise Price"),
subject to adjustment. Further, if any person or group owning 20% or more of
Alco's outstanding Common Stock (a) engages in certain self-dealing practices
with the Company, or (b) causes the Company to forego or reduce quarterly
dividends or take an action which would result in a more than 2% increase in
the other entity's proportionate share of the Company's outstanding shares; or
if any person or group acquires 30% or more of the Company's outstanding stock,
each Right would entitle the holder thereof to acquire for the Exercise Price
shares of Common Stock having a market value equal to twice the Right's
exercise price.
If the Company were acquired in a merger or other business combination, or if
more than 50% of its earning power or assets were sold in one transaction or a
series of transactions, each Right would entitle the holder thereof to purchase
shares of the acquiring company's common stock having a market value equal to
twice the Right's exercise price. The Rights that are or were held by a person
or group owning 20% or more of Alco's outstanding voting securities become void
if such person or group engages in an event which entitles holders of the
Rights to purchase Common Stock or common stock of the acquiring company having
a market value equal to twice the Right's exercise price.
The Rights, which expire on February 10, 1998, are non-voting and may be
redeemed by Alco at a price of $.05 per Right any time prior to ten days after
public announcement that a person has acquired 20% or more of the Company's
outstanding voting securities. Until the Separation Date, the Rights are
transferable with and only with the Common Stock.
VOTING RIGHTS
Common Stock. Subject to certain voting rights of holders of the Preferred
Stock to vote in certain circumstances and with respect to certain matters as a
class, the holders of the Common Stock currently have full voting rights upon
all matters presented for shareholder action. Shareholders do not have the
right to cumulate votes in electing directors.
Preferred Stock. The holders of Preferred Stock are entitled to one vote per
share, and except as otherwise provided by specific provisions of the Company's
Articles of Incorporation or by Ohio law, to vote on all matters together with
the holders of Common Stock as one class. The holders of Preferred Stock are
not entitled to cumulate votes in electing directors. The Articles of
Incorporation of Alco provide that in the event of default in the payment, in
whole or in part, of six quarterly dividends on the Preferred Stock, whether or
not consecutive, the holders of shares of Preferred Stock will be entitled to
elect two directors of the Company, to serve in addition to the directors
otherwise elected. Such right to elect additional directors is in lieu of the
other rights of the holders of Preferred Stock to vote for directors, and will
remain in effect until
11
<PAGE>
no quarterly dividend is in default. It is also provided that the vote or
written consent of at least two-thirds of the outstanding shares of Preferred
Stock voting as a class is necessary to effect (i) any amendment, alteration or
repeal of any of the provisions of the Articles of Incorporation or the Code of
Regulations of Alco which affects the voting powers, rights or preferences of
the holders of the Preferred Stock, (ii) the authorization or issue of any
stock, or any security convertible into any stock, ranking prior to the
Preferred Stock, (iii) the purchase or redemption of less than all the
Preferred Stock then outstanding (except in accordance with a stock purchase
offer made to all holders of Preferred Stock) when any dividends or sinking
fund obligations on the Preferred Stock are in arrears, or (iv) the sale, lease
or conveyance by Alco of all or substantially all of its property or business,
its voluntary liquidation or dissolution, or its consolidation with or merger
into any other corporation, unless the resulting corporation will have no
shares authorized or outstanding ranking prior to or on a parity with the
Preferred Stock except the same number with the same rights and preferences as
those of the Company authorized and outstanding immediately preceding such
consolidation or merger, and unless each holder of Preferred Stock immediately
prior thereto receives the same number of shares, with the same rights and
preferences, of the resulting corporation. It is further provided that the vote
or written consent of two-thirds of the holders of shares of any series is
necessary to amend the Articles of Incorporation or Code of Regulations of the
Company in such a way as to affect adversely and particularly the preferences,
rights, powers or privileges of such series. No such vote or consent of the
holders of Preferred Stock or any series thereof is required if provision has
been made for the redemption of all of the Preferred Stock (or any series
thereof). In addition, the Company may create additional classes of stock,
increase the authorized number of shares of Preferred Stock or issue series of
Preferred Stock ranking on a parity with the Preferred Stock with respect, in
each case, to the payment of dividends and amounts upon liquidation,
dissolution and winding up (a "Parity Stock") without the consent of any holder
of Preferred Stock.
REDEMPTION PROVISIONS AND SINKING FUND
Common Stock. The Common Stock is not redeemable.
Preferred Stock. The directors are empowered to determine any redemption
rights and price of each series of the Preferred Stock. The outstanding shares
of Preferred Stock (except Series AA) are redeemable in whole or in part, at
Alco's option, at any time after five years from the date of issue, at the
redemption price set forth as follows, plus accrued unpaid dividends: Series 2,
$100; and Series 11, $95. Alco is not obligated to provide a sinking fund for
the redemption of Series 11. With respect to Series 2, Alco is required to
provide a sinking fund for the redemption of these shares. Alco has determined
to redeem the Series 2 shares in equal annual installments through 1995 at the
redemption price stated above. With respect to Series 11, Alco has determined
that it will redeem all remaining shares on March 1, 1994. The foregoing
references in this paragraph are to calendar years.
The Series AA Preferred Stock and the Depositary Shares representing such
stock are not redeemable prior to January 9, 1996. On and after January 9, 1996
and until January 9, 2000, the Series AA Preferred Stock will be redeemable, in
whole or in part, at the option of the Company, for such number of shares of
Common Stock as are issuable at a conversion rate of 1.1201 shares of Common
Stock for each Depositary Share, subject to adjustment in certain
circumstances. The Company may exercise this option only if for 20 trading days
within any period of 30 consecutive trading days, including the last trading
day of such 30 trading day period, the closing price of the Common Stock on the
New York Stock Exchange ("NYSE") exceeds $58.03, subject to adjustment in
certain circumstances. On and after January 9, 2000 the Series AA Preferred
Stock will be redeemable, in whole or in part at the option of the Company, for
cash at a redemption price equivalent to $50.00 per Depositary Share, plus
accrued and unpaid dividends. The Series AA Preferred Stock will not be
entitled to the benefit of any sinking fund.
12
<PAGE>
CONVERSION RIGHTS
Common Stock. The Common Stock is not convertible into any other security.
Preferred Stock. The directors are empowered to determine whether the shares
of any series of the Preferred Stock will be convertible into Common Stock,
and, if so, the conversion price or prices and the other terms or provisions of
such rights. Each outstanding share of Series 2 and Series 11 is convertible,
at the option of the holder, at any time prior to the close of business on the
second day preceding the redemption date thereof, into the following number of
shares of Common Stock: Series 2, 8.0; and Series 11, 4.0. Series AA is
convertible at any time prior to the close of business on the redemption date
thereof into 112.01 shares of Common Stock (1.1201 shares per Depositary
Share). The conversion rights with respect to the outstanding Preferred Stock
are subject to proportionate adjustment if Alco combines or splits the
outstanding shares of Common Stock or pays a dividend in Common Stock. Shares
of Common Stock issuable upon the exercise of outstanding stock options are
similarly subject to proportionate adjustment in such events. Shares of
Preferred Stock which have been converted must be retired and may not be
reissued.
LIQUIDATION RIGHTS
Common Stock. The holders of Common Stock are entitled pro rata to the assets
of Alco in the event of voluntary or involuntary liquidation, subject to the
rights of creditors and the rights of the holders of the Preferred Stock to
receive certain per share amounts plus accrued unpaid dividends.
Preferred Stock. In the event of voluntary or involuntary liquidation, the
holders of the outstanding Preferred Stock are entitled to receive the
following per share amounts plus accrued and unpaid dividends: Series 2, $100;
Series 11, $95; and Series AA, $5,000.00 ($50.00 per Depositary Share). At
December 31, 1993, the preference upon liquidation of the shares of Preferred
Stock of Series 2, Series 11 and Series AA aggregated $201,504,000. After
provision for the liquidation preference of Preferred Stock at December 31,
1993, the portion of shareholders' equity applicable to Common Stock was
$1,150,000,000. In the opinion of counsel for Alco, there are no restrictions
upon the payment of dividends or other distributions out of surplus solely by
reason of the excess of the liquidation preference over the carrying value of
the Preferred Stock, and there are no remedies available to security holders
before or after the payment of any dividend or distribution solely because such
dividend may reduce surplus to an amount less than the amount of such excess.
The Preferred Stock has priority over the Common Stock on any liquidation,
dissolution or winding up to the extent of the liquidation price plus any
accrued and unpaid dividends. The directors have authority in establishing any
series to determine the liquidation price for each series in the event of any
liquidation, dissolution or winding up.
DESCRIPTION OF DEPOSITARY SHARES
The description set forth below and in any Prospectus Supplement of certain
provisions of the Deposit Agreement and of the Depositary Shares and Depositary
Receipts (as those terms are defined below) does not purport to be complete and
is subject to, and qualified in its entirety by reference to, the form of
Deposit Agreement and form of Depositary Receipts which are filed as an exhibit
to the Registration Statement of which this Prospectus is a part.
GENERAL
The Company may, at its option, elect to offer fractional shares, rather than
full shares, of any series of Preferred Stock. Each such fractional share of
Preferred Stock will be represented by a depositary share (collectively, the
"Depositary Shares") pursuant to the terms of a Deposit Agreement (the "Deposit
Agreement") among the Company, a bank or trust company selected by the Company
(the "Depositary")
13
<PAGE>
and all holders from time to time of depositary receipts issued thereunder (the
"Depositary Receipts"). The Depositary Shares will be evidenced by Depositary
Receipts. Subject to the terms of the Deposit Agreement, each owner of a
Depositary Share will be entitled, proportionately, to all the rights,
preferences and privileges of the fractional share of Preferred Stock
represented thereby (including dividend, voting and liquidation rights), and
subject to all of the limitations of the fractional share of Preferred Stock
represented thereby, which are either summarized above under "Description of
Capital Stock" or set forth in the Prospectus Supplement relating to such
series of Preferred Stock.
ISSUANCE OF DEPOSITARY RECEIPTS AND WITHDRAWAL OF PREFERRED STOCK FROM DEPOSIT
Immediately following the issuance by the Company of the shares of any series
of Preferred Stock to be represented by Depositary Shares, the Company will
deposit such shares of Preferred Stock with the Depositary, which will then
issue and deliver the Depositary Receipts to the Company. The Company will, in
turn, deliver the Depositary Receipts to the purchasers of the Preferred Stock.
Depositary Receipts will be issued evidencing only whole Depositary Shares.
Upon surrender of Depositary Receipts at the Corporate Office (as defined in
the Deposit Agreement) of the Depositary (or such other office as the
Depositary may designate), the owner of the Depositary Shares evidenced thereby
is entitled at such office to certificates evidencing the number of shares of
Preferred Stock (but only in whole shares of Preferred Stock) represented by
such Depositary Receipts. If the Depositary Receipts delivered by the holder
evidence a number of Depositary Shares in excess of the number of whole shares
of Preferred Stock to be withdrawn, the Depositary will deliver to such holder
at the same time a new Depositary Receipt evidencing such excess number of
Depositary Shares.
DIVIDENDS AND OTHER DISTRIBUTIONS
The Depositary will distribute all cash dividends or other cash distributions
received in respect of the Preferred Stock to the record holders of Depositary
Shares representing such Preferred Stock in proportion to the numbers of such
Depositary Shares owned by such holders on the relevant record date. In the
event of a distribution other than in cash, the Depositary will distribute
property received by it to the record holders of Depositary Shares entitled
thereto, unless the Depositary determines that it is not feasible to make such
distribution, in which case the Depositary may, with the approval of the
Company, sell such property and distribute the net proceeds from such sale to
such holders.
REDEMPTION OF DEPOSITARY SHARES
If a series of the Preferred Stock underlying the Depositary Shares is
subject to redemption, the Depositary Shares will be redeemed from the proceeds
received by the Depositary resulting from the redemption, in whole or in part,
of such series of the Preferred Stock held by the Depositary. The redemption
price per Depositary Share will be equal to the applicable fraction of the
redemption price per share payable with respect to such series of the Preferred
Stock. If less than all the Depositary Shares are to be redeemed, the
Depositary Shares to be redeemed will be selected by lot or pro rata.
After the date fixed for redemption (which will be the same date as the
redemption date for the Preferred Stock), the Depositary Shares so called for
redemption will no longer be deemed to be outstanding and all rights of the
holders of the Depositary Shares will cease, except the right to receive the
moneys payable upon such redemption and any money or other property to which
the holders of such Depositary Shares were entitled upon such redemption upon
surrender to the Depositary of the Depositary Receipts evidencing such
Depositary Shares.
VOTING
Upon receipt of notice of any meeting at which the holders of the Preferred
Stock are entitled to vote, the Depositary will mail the information contained
in such notice of meeting to the record holders of the
14
<PAGE>
Depositary Shares relating to such Preferred Stock. Each record holder of such
Depositary Shares on the record date (which will be the same date as the record
date for the Preferred Stock) will be entitled to instruct the Depositary as to
the exercise of the voting rights pertaining to the number of shares of
Preferred Stock underlying such holder's Depositary Shares. The Depositary will
endeavor, insofar as practicable, to vote the number of shares of Preferred
Stock underlying such Depositary Shares in accordance with such instructions,
and the Company will agree to take all action which may be deemed necessary by
the Depositary in order to enable the Depositary to do so. The Depositary will
abstain from voting shares of Preferred Stock to the extent the Depositary does
not receive specific instructions from the holders of Depositary Shares
relating to such shares.
AMENDMENT OF THE DEPOSIT AGREEMENT
The form of Depositary Receipt evidencing the Depositary Shares and any
provision of the Deposit Agreement may at any time be amended by agreement
between the Company and the Depositary. However, any amendment which imposes or
increases any fees, taxes, or other changes upon holders of Depositary Receipts
(other than taxes and other governmental charges, fees, and other expenses
payable by such holders as stated under "Charges of Depositary"), or which
otherwise prejudices any substantial existing right of holders of Depositary
Receipts, will not take effect as to outstanding Depositary Receipts until the
expiration of 30 days after notice of such amendment has been mailed to the
record holders of outstanding Depositary Receipts. Every holder of Depositary
Receipts at the time any such amendment becomes effective shall be deemed to
consent and agree to such amendment and to be bound by the Deposit Agreement.
CHARGES OF DEPOSITARY
The Company will pay all transfer and other taxes and governmental charges
that arise solely from the existence of the depositary arrangements. The
Company will pay the charges of the Depositary in connection with the initial
deposit of the Preferred Stock and any redemption of the Preferred Stock.
Holders of Depositary Shares will pay all other transfer and other taxes and
governmental charges, and, in addition, such other charges as are expressly
provided in the Deposit Agreement to be for their accounts.
MISCELLANEOUS
The Depositary will forward to the holders of Depositary Shares all reports
and communications from the Company which the Company is required to furnish to
the holders of the Preferred Stock.
Neither the Depositary nor the Company will be liable if it is prevented or
delayed by law or any circumstances beyond its control in performing its
obligations under the Deposit Agreement. The obligations of the Company and the
Depositary under the Deposit Agreement will be limited to performance in good
faith of their duties thereunder and they will not be obligated to prosecute or
defend any legal proceedings in respect of any Depositary Shares or Preferred
Stock unless satisfactory indemnity is furnished. They may rely upon written
advice of counsel or accountants, or information provided by persons presenting
Preferred Stock for deposit, holders of Depositary Shares or other persons
believed to be competent and on documents believed to be genuine.
RESIGNATION AND REMOVAL OF DEPOSITARY; TERMINATION OF THE DEPOSIT AGREEMENT
The Depositary may resign at any time by delivering to the Company notice of
its election to do so, and the Company may at any time remove the Depositary,
any such resignation or removal to take effect upon the appointment of a
successor Depositary and its acceptance of such appointment. Such successor
Depositary will be appointed by the Company within 45 days after delivery of
the notice of resignation or removal. The Deposit Agreement may be terminated
at the direction of the Company or by the Depositary if a period of 45 days
shall have expired after the Depositary has delivered to the Company written
notice of its election to resign and a successor depositary shall not have been
appointed. Upon termination of the Deposit
15
<PAGE>
Agreement, the Depositary will discontinue the transfer of Depositary Receipts,
will suspend the distribution of dividends to the holders thereof, and will not
give any further notices (other than notice of such termination) or perform any
further acts under the Deposit Agreement except that the Depositary will
continue to collect dividends and other distributions pertaining to the
Preferred Stock, will sell rights, preferences or privileges as provided in the
Deposit Agreement and will continue to deliver Preferred Stock certificates
together with such dividends and distributions and the net proceeds of any
sales of rights, preferences, privileges, or other property in exchange for
Depositary Receipts surrendered. At any time after the expiration of two years
from the date of termination, the Depositary may sell the Preferred Stock and
hold the proceeds of such sale, without interest, for the benefit of the
holders of Receipts who have not then surrendered their Receipts. After making
such sale, the Depositary will be discharged from all obligations under the
Deposit Agreement except to account for such proceeds. In the event the Deposit
Agreement is terminated, the Company will use its best efforts to list the
underlying shares of Preferred Stock on any stock exchange on which such
Depositary Shares were listed.
PLAN OF DISTRIBUTION
The Company may sell Securities to or through underwriters, and also may sell
Securities directly to other purchasers or through agents.
The distribution of the Securities may be effected from time to time in one
or more transactions at a fixed price or prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
Sales of shares of Common Stock offered hereby may be effected from time to
time in one or more transactions on the NYSE or in negotiated transactions or a
combination of such methods of sale, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at other negotiated
prices. In connection with distributions of shares of Common Stock or
otherwise, the Company may enter into hedging transactions with broker-dealers
in connection with which such broker-dealers may sell shares of Common Stock
registered hereunder in the course of hedging through short sales the positions
they assume with the Company.
In connection with the sale of Securities, underwriters or agents may receive
compensation from the Company or from purchasers of Securities for whom they
may act as agents in the form of discounts, concessions or commissions.
Underwriters may sell Securities to or through dealers, and such dealers may
receive compensation in the form of discounts, concessions or commissions from
the underwriters and/or commissions from the purchasers for whom they may act
as agents. Underwriters, dealers, and any discounts or commissions received by
them from the Company and any profit on the resale of Securities by them may be
deemed to be underwriting discounts and commissions under the Securities Act of
1933 (the "Act"). Any such underwriter or agent will be identified, and any
such compensation received from the Company will be described, in the
Prospectus Supplement.
Under agreements which may be entered into by the Company, underwriters and
agents who participate in the distribution of Securities may be entitled to
indemnification by the Company against certain liabilities, including
liabilities under the Act.
If so indicated in the Prospectus Supplement, the Company will authorize
underwriters or other persons acting as the Company's agents to solicit offers
by certain institutions to purchase Securities from the Company pursuant to
contracts providing for payment and delivery on a future date. Institutions
with which such contracts may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions and others, but in all cases such institutions must be
approved by the Company. The obligations of any purchaser under any such
contract will be subject to the condition that the purchase of the such
Securities shall not at the time of delivery by prohibited under
16
<PAGE>
the laws of the jurisdiction to which such purchaser is subject. The
underwriters and such other agents will not have any responsibility in respect
of the validity or performance of such contracts.
Certain of the underwriters or agents and their associates may be customers
of, engage in transactions with and perform services for the Company in the
ordinary course of business.
EXPERTS
The consolidated financial statements of Alco Standard Corporation appearing
in the Company's Annual Report on Form 10-K for the year ended September 30,
1993 have been audited by Ernst & Young, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference.
Such consolidated financial statements and financial statement schedules are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
VALIDITY OF SECURITIES
The validity of the Securities will be passed upon for Alco by its Vice
President-Law and Secretary, J. Kenneth Croney, and for any underwriters by
Sullivan & Cromwell, New York, New York. As of January 31, 1994, Mr. Croney
beneficially owned 30,099 shares of Common Stock of Alco, including 16,640
shares over which he has the right to acquire beneficial ownership through the
exercise of stock options granted under Alco's 1981 Stock Option Plan or 1986
Stock Option Plan. Sullivan & Cromwell from time to time performs legal
services for Alco.
17
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*
<TABLE>
<S> <C>
S.E.C. Filing Fee..................................................... $70,104
Rating Agency Fees.................................................... 120,000
Trustee's Charges..................................................... 15,000
Printing and Engraving................................................ 90,000
Accounting Fees....................................................... 100,000
Stock Exchange Listing Fees........................................... 75,000
Blue Sky Fees and Expenses............................................ 15,000
Miscellaneous......................................................... 20,000
--------
Total............................................................. $505,104
========
</TABLE>
- --------
* All of the amounts, except for the S.E.C. filing fee, have been estimated.
Rating agency fees are estimated for a total of $300 million in debt
securities.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Ohio General Corporation Law provides that a corporation shall indemnify
persons who incur certain liabilities or expenses in the successful defense of
a suit or a proceeding brought by reason of the fact that such persons are or
were directors or officers of the corporation. Pursuant to Ohio law, Alco had
adopted, as part of its Code of Regulations, provisions whereby Alco shall
indemnify such persons against expenses (including attorneys' fees) reasonably
incurred in connection with the successful defense of such actions.
If unsuccessful in defense of a third-party civil suit or a criminal suit, or
if such a suit is settled, such a person shall be indemnified under the Code of
Regulations against both (1) expenses (including attorneys' fees) and (2)
judgments, fines and amounts paid in settlement if he acted in good faith and
in a manner he reasonably believed to be in, or not opposed to, the best
interests of Alco, and with respect to any criminal action, had no reasonable
cause to believe his conduct was unlawful.
If unsuccessful in defense of a suit brought by or in the right of Alco, or
if such suit is settled, such a person shall be indemnified under such law only
against expenses (including attorneys' fees) incurred in the defense or
settlement of such suit if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of Alco except that if
such a person is adjudged to be liable in such a suit for negligence or
misconduct in the performance of his duty to Alco, he cannot be indemnified
unless specific court approval is obtained.
Alco has purchased liability insurance policies covering its directors and
officers to provide protection where Alco cannot legally indemnify a director
or officer and where a claim arises under the Employee Retirement Income
Security Act of 1974 against a director or officer based upon an alleged breach
of fiduciary duty or other wrongful act.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------- -----------------------
<C> <S>
(1) --Form of Underwriting Agreement for Debt (incorporated herein by
reference to Form S-3 of the registrant, Registration Statement No.
33-4829, Exhibit (1))
(1.1) --Form of Underwriting Agreement for Equity (incorporated herein by
reference to Form S-3 of the registrant, Registration Statement No.
33-62460, Exhibit (1.1))
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------- -----------------------
<C> <S>
(4) --Indenture dated as of April 1, 1986 between the registrant and The
Chase Manhattan Bank (National Association), Trustee (incorporated
herein by reference to Form S-3 of the registrant, Registration
Statement No. 33-4829, Exhibit (4.1))
(4.1) --Form of Debt Securities (included in the form of Indenture
incorporated by reference in Exhibit (4) to this Registration
Statement)
(4.2) --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))
(4.3) --Form of Certificate for Shares of Preferred Stock (incorporated
herein by reference to Form S-3 of the registrant, Registration
Statement No. 33-62460, Exhibit (4.3))
(4.4) --Form of Certificate for Depositary Receipts (included in the form of
Deposit Agreement incorporated by reference in Exhibit (4.5) to this
Registration Statement)
(4.5) --Form of Deposit Agreement (incorporated herein by reference to Form
S-3 of the registrant, Registration Statement No. 33-62460, Exhibit
(4.5))
(5) --Opinion of J. Kenneth Croney, Vice President-Law and Secretary of
the registrant, as to the validity of the Securities
(12) --Computation of Ratio of Earnings to Fixed Charges
(12.1) --Computation of Ratio of Earnings to Fixed Charges excluding captive
finance subsidiaries
(12.2) --Computation of Ratio of Earnings to Fixed Charges and Preferred
Stock Dividends
(12.3) --Computation of Ratio of Earnings to Fixed Charges and Preferred
Stock Dividends excluding captive finance subsidiaries
(23) --Consent of Ernst & Young
(23.1) --Consent of J. Kenneth Croney, Vice President-Law and Secretary of
the registrant (contained in the opinion filed as Exhibit (5) to this
Registration Statement)
(24) --Powers of Attorney
(25) --Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of The Chase Manhattan Bank (National Association), Trustee
</TABLE>
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are bring 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 amendments thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and
(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.
(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
herein, 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.
The undersigned 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 that is incorporated by reference in the registration
statement shall be
II-2
<PAGE>
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
initial bona fide offering thereof.
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 provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed 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 against the registrant 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.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, ALCO STANDARD
CORPORATION CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN VALLEY FORGE, COMMONWEALTH OF PENNSYLVANIA, ON THE 14TH DAY
OF FEBRUARY, 1994.
Alco Standard Corporation
/s/ Michael J. Dillon
By___________________________________
MICHAEL J. DILLON
CONTROLLER (PRINCIPAL ACCOUNTING
OFFICER)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT ON FORM S-3 HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
Ray B. Mundt* Chairman and February 14,
- ------------------------------------- Director 1994
(RAY B. MUNDT)
/s/ John E. Stuart Chief Executive February 14,
- ------------------------------------- Officer and 1994
(JOHN E. STUART) Director (Principal
Executive Officer)
/s/ Kurt E. Dinkelacker Chief Financial February 14,
- ------------------------------------- Officer (Principal 1994
(KURT E. DINKELACKER) Financial Officer)
/s/ Michael J. Dillon Controller February 14,
- ------------------------------------- (Principal 1994
(MICHAEL J. DILLON) Accounting Officer)
J. Mahlon Buck, Jr.* Director February 14,
- ------------------------------------- 1994
(J. MAHLON BUCK, JR.)
William F. Drake, Jr.* Director February 14,
- ------------------------------------- 1994
(WILLIAM F. DRAKE, JR.)
II-4
<PAGE>
SIGNATURE TITLE DATE
Frederick S. Hammer* Director February 14,
- ------------------------------------- 1994
(FREDERICK S. HAMMER)
Barbara Barnes Hauptfuhrer* Director February 14,
- ------------------------------------- 1994
(BARBARA BARNES HAUPTFUHRER)
Paul C. O'Neill* Director February 14,
- ------------------------------------- 1994
(PAUL C. O'NEILL)
Robert H. Potts* Director February 14,
- ------------------------------------- 1994
(ROBERT H. POTTS)
Rogelio G. Sada* Director February 14,
- ------------------------------------- 1994
(ROGELIO G. SADA)
William J. Scharffenberger* Director February 14,
- ------------------------------------- 1994
(WILLIAM J. SCHARFFENBERGER)
James W. Stratton* Director February 14,
- ------------------------------------- 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 Registration Statement on behalf of the persons whose signatures
are printed above, in the capacities set forth opposite their respective names.
/s/ Hugh G. Moulton
- -------------------------------------
(HUGH G. MOULTON)
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION OF EXHIBIT NUMBER
------- ---------------------- ------
<C> <S> <C>
(1) --Form of Underwriting Agreement for Debt (incorporated
herein by reference to Form S-3 of the registrant,
Registration Statement No. 33-4829, Exhibit (1))
(1.1) --Form of Underwriting Agreement for Equity (incorporated
herein by reference to Form S-3 of the registrant,
Registration Statement No. 33-62460, Exhibit (1.1))
(4) --Indenture dated as of April 1, 1986 between the registrant
and The Chase Manhattan Bank (National Association), Trustee
(incorporated herein by reference to Form S-3 of the
registrant, Registration Statement No. 33-4829, Exhibit
(4.1))
(4.1) --Form of Debt Securities (included in the form of Indenture
incorporated by reference in Exhibit (4) to this
Registration Statement)
(4.2) --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))
(4.3) --Form of Certificate for Shares of Preferred Stock
(incorporated herein by reference to Form S-3 of the
registrant, Registration Statement No. 33-62460, Exhibit
(4.3))
(4.4) --Form of Certificate for Depositary Receipts (included in
the Form of Deposit Agreement incorporated by reference in
Exhibit (4.5) to this Registration Statement)
(4.5) --Form of Deposit Agreement (incorporated herein by reference
to Form S-3 of the registrant, Registration Statement No.
33-62460, Exhibit (4.5))
(5) --Opinion of J. Kenneth Croney, Vice President-Law and
Secretary of the registrant, as to the validity of the
Securities
(12) --Computation of Ratio of Earnings to Fixed Charges
(12.1) --Computation of Ratio of Earnings to Fixed Charges excluding
captive finance subsidiaries
(12.2) --Computation of Ratio of Earnings to Fixed Charges and
Preferred Stock Dividends
(12.3) --Computation of Ratio of Earnings to Fixed Charges and
Preferred Stock Dividends excluding captive finance
subsidiaries
(23) --Consent of Ernst & Young
(23.1) --Consent of J. Kenneth Croney, Vice President-Law and
Secretary of the registrant (contained in the opinion filed
as Exhibit (5) to this Registration Statement)
(24) --Powers of Attorney
(25) --Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of The Chase Manhattan Bank (National
Association), Trustee
</TABLE>
<PAGE>
EXHIBIT 5
Alco Standard Corporation
February 14, 1994
J. Kenneth Croney
Vice President -- Law
and Secretary
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
I am Vice President-Law and Secretary of Alco Standard Corporation, an Ohio
corporation ("Alco"), and have acted as Counsel to Alco in connection with
Alco's shelf registration under the Securities Act of 1933, as amended (the
"Act"), on Form S-3 (the "Registration Statement") of debt securities (the
"Debt Securities"), serial preferred stock (the "Preferred Stock"), depositary
shares representing fractional interests in shares of the Preferred Stock (the
"Depositary Shares") and common stock, no par value (the "Common Stock") to be
issued from time to time in an aggregate amount not to exceed $203,300,000. In
such connection, I have reviewed such documents and made such investigation as
I have deemed necessary under the circumstances to render the following
opinion.
On the basis of such review and investigation, it is my opinion that:
(1) With respect to the Common Stock, when the Registration Statement has
become effective under the Act, the terms of the sale of the Common Stock
have been duly established in conformity with Alco's Articles of
Incorporation, and the Common Stock has been issued and sold as
contemplated by the Registration Statement, the Common Stock will be
validly issued, fully paid and nonassessable;
(2) With respect to the Preferred Stock, when the Registration Statement
has become effective under the Act, a Certificate of Amendment to the
Articles of Incorporation with respect to the Preferred Stock has been
filed with the Secretary of State of the state of Ohio, the terms of the
Preferred Stock and of their issue and sale have been duly established in
conformity with Alco's Articles of Incorporation so as not to violate any
applicable law or result in a default under or breach of any agreement or
instrument binding upon Alco and so as to comply with any requirement or
restriction imposed by any court or governmental body having jurisdiction
over Alco, and the Preferred Stock has been duly issued and sold as
contemplated by the Registration Statement, the Preferred Stock will be
validly issued, fully paid and nonassessable, and any Common Stock issuable
upon conversion of the Preferred Stock, when duly issued upon conversion
thereof, will be validly issued, fully paid and nonassessable;
(3) With respect to the Depositary Shares, when the Registration
Statement has become effective under the Act, the Deposit Agreement
relating to the Depositary Shares has been duly authorized, executed and
delivered, the terms of the Depositary Shares and of their issuance and
sale have been duly established in conformity with the Deposit Agreement
relating to the Depositary Shares so as not to violate any applicable law
or result in a default under or breach of any agreement or instrument
binding upon Alco and so as to comply with any requirement or restriction
imposed by any court or governmental body having jurisdiction over Alco,
and the Depositary Shares have been duly issued and sold as contemplated in
the Registration Statement, the Depositary Shares will be validly issued
and will entitle the holders thereof to the rights specified in the
Depositary Shares and in the Deposit Agreement, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar
laws of general applicability relating to or affecting creditors' rights
and to general equity principles.
(4) With respect to the Debt Securities, when the Registration Statement
has become effective under the Act, the terms of the Debt Securities and of
their issuance and sale have been duly established in conformity with the
Indenture relating to the Debt Securities so as not to violate any
applicable law or result in a default under or breach of any agreement or
instrument binding upon Alco and so as to
<PAGE>
comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over Alco, and the Debt Securities
have been duly executed and authenticated in accordance with the Indenture
and issued and sold as contemplated in the Registration Statement, the Debt
Securities will constitute valid and legally binding obligations of Alco,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or
affecting creditors' rights and to general equity principles, and any
Common Stock issuable upon conversion of the Debt Securities, when duly
issued upon conversion thereof, will be validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this option as an exhibit to the
registration statement filed by Alco to effect such registration and the
reference to me therein under the heading "Validity of Securities." In giving
such consent, I do not thereby admit that I am in the category of persons whose
consent is required under Section 7 of the Act.
Sincerely,
/s/ J. Kenneth Croney
J. Kenneth Croney
<PAGE>
EXHIBIT 12
ALCO STANDARD CORPORATION AND SUBSIDIARIES
RATIO OF EARNINGS TO FIXED CHARGES
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
3 MONTHS FISCAL YEAR ENDED SEPTEMBER 30
ENDED ---------------------------------------------
12/31/93 1993 1992 1991 1990 1989
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
EARNINGS
Income from continuing
operations........... $31,854 $ 7,615 $104,217 $ 76,642 $ 64,300 $ 81,106
Add:
Loss from
unconsolidated
affiliate.......... 736 2,538
Provision for income
taxes.............. 21,524 16,984 68,303 49,160 47,160 16,711
Fixed charges....... 24,126 86,615 70,168 68,748 66,361 51,412
------- -------- -------- -------- -------- --------
Earnings, as adjusted. (A) $78,240 $113,752 $242,688 $194,550 $177,821 $149,229
======= ======== ======== ======== ======== ========
FIXED CHARGES
Other interest ex-
pense, including in-
terest on capital
leases............... $18,435 $ 63,851 $ 51,203 $ 53,173 $ 52,942 $ 40,062
Estimated interest
component of rental
expense.............. 5,691 22,764 18,965 15,575 13,419 11,350
------- -------- -------- -------- -------- --------
Total fixed charges... (B) $24,126 $ 86,615 $ 70,168 $ 68,748 $ 66,361 $ 51,412
======= ======== ======== ======== ======== ========
RATIO OF EARNINGS TO
FIXED CHARGES
(A) divided by (B) 3.2 1.3* 3.5 2.8 2.7 2.9
=== === === === === ===
</TABLE>
- ----------
* Excluding the effect of the restructuring costs, the ratio of earnings to
fixed charges for fiscal 1993 is 3.3.
<PAGE>
EXHIBIT 12.1
ALCO STANDARD CORPORATION AND SUBSIDIARIES
RATIO OF EARNINGS TO FIXED CHARGES
(EXCLUDING CAPTIVE FINANCE SUBSIDIARIES)
(DOLLARS IN THOUSANDS)
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
<CAPTION>
3 MONTHS FISCAL YEAR ENDED SEPTEMBER 30
ENDED --------------------------------------------
12/31/93 1993 1992 1991 1990 1989
-------- ------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
EARNINGS
Income from continuing
operations........... $29,300 $11,025 $ 98,162 $ 73,051 $ 66,283 $ 83,330
Add:
Loss from
unconsolidated
affiliate.......... 736 2,538
Provision for income
taxes.............. 19,841 11,512 64,592 46,221 46,781 16,870
Fixed charges....... 17,711 62,535 50,595 52,951 55,189 44,274
------- ------- -------- -------- -------- --------
Earnings, as adjusted
..................... (A) $67,588 $87,610 $213,349 $172,223 $168,253 $144,474
======= ======= ======== ======== ======== ========
FIXED CHARGES
Other interest
expense, including
interest on capital
leases............... $12,143 $40,189 $ 31,680 $ 37,426 $ 41,792 $ 32,949
Estimated interest
component of rental
expense.............. 5,568 22,346 18,915 15,525 13,397 11,325
------- ------- -------- -------- -------- --------
Total fixed charges .. (B) $17,711 $62,535 $ 50,595 $ 52,951 $ 55,189 $ 44,274
======= ======= ======== ======== ======== ========
RATIO OF EARNINGS TO
FIXED CHARGES
(A) divided by (B) 3.8 1.4* 4.2 3.3 3.0 3.3
=== === === === === ===
</TABLE>
- --------
* Excluding the effect of the restructuring costs, the ratio of earnings to
fixed charges (excluding captive finance subsidiaries) for fiscal 1993 is
4.2.
<PAGE>
EXHIBIT 12.2
ALCO STANDARD CORPORATION AND SUBSIDIARIES RATIO OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
3 MONTHS FISCAL YEAR ENDED SEPTEMBER 30
ENDED ------------------------------------------------
12/31/93 1993 1992 1991 1990 1989
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
EARNINGS
Income from continuing
operations........... $31,854 $ 7,615 $104,217 $ 76,642 $ 64,300 $ 81,106
Add:
Loss from unconsoli-
dated affiliate.... 736 2,538
Provision for income
taxes.............. 21,524 16,984 68,303 49,160 47,160 16,711
Fixed charges....... 24,126 86,615 70,168 68,748 66,361 51,412
------- -------- -------- -------- -------- --------
Earnings, as ad-
justed ............ (A) $78,240 $113,752 $242,688 $194,550 $177,821 $149,229
======= ======== ======== ======== ======== ========
FIXED CHARGES AND PRE-
FERRED STOCK DIVIDENDS
Other interest ex-
pense, including in-
terest on capital
leases............... $18,435 $ 63,851 $ 51,203 $ 53,173 $ 52,942 $ 40,062
Estimated interest
component of rental
expense.............. 5,691 22,764 18,965 15,575 13,419 11,350
------- -------- -------- -------- -------- --------
Total fixed charges... 24,126 86,615 70,168 68,748 66,361 51,412
Preferred stock divi-
dends, as adjusted... 4,846 15,846 129 228 407 417
------- -------- -------- -------- -------- --------
Total fixed charges
and preferred stock
dividends ........... (B) $28,972 $102,461 $ 70,297 $ 68,976 $ 66,768 $ 51,829
======= ======== ======== ======== ======== ========
RATIO OF EARNINGS TO
FIXED CHARGES AND PRE-
FERRED STOCK DIVIDENDS
(A) divided by (B) 2.7 1.1* 3.5 2.8 2.7 2.9
=== === === === === ===
</TABLE>
- --------
* Excluding the effect of the restructuring costs, the ratio of earnings to
fixed charges and preferred stock dividends for fiscal 1993 is 2.8.
<PAGE>
EXHIBIT 12.4
ALCO STANDARD CORPORATION AND SUBSIDIARIES
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
(EXCLUDING CAPTIVE FINANCE SUBSIDIARIES)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
3 MONTHS YEAR ENDED SEPTEMBER 30
ENDED --------------------------------------------
12/31/93 1993 1992 1991 1990 1989
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
EARNINGS
Income (loss) from
continuing
operations........... $29,300 $11,025 $ 98,162 $ 73,051 $ 66,283 $ 83,330
Add:
Loss from
unconsolidated
affiliate.......... 736 2,538
Provision for income
taxes.............. 19,841 11,512 64,592 46,221 46,781 16,870
Fixed charges....... 17,711 62,535 50,595 52,951 55,189 44,274
------- ------- -------- -------- -------- --------
Earnings, as
adjusted .......... (A) $67,588 $87,610 $213,349 $172,223 $168,253 $144,474
======= ======= ======== ======== ======== ========
FIXED CHARGES AND PRE-
FERRED STOCK DIVIDENDS
Other interest ex-
pense, including in-
terest on capital
leases............... $12,143 $40,189 $ 31,680 $ 37,426 $ 41,792 $ 32,949
Estimated interest
component of rental
expense.............. 5,568 22,346 18,915 15,525 13,397 11,325
------- ------- -------- -------- -------- --------
Total fixed charges... 17,711 62,535 50,595 52,951 55,189 44,274
Preferred stock
dividends, as
adjusted............. 4,854 15,613 129 227 401 416
------- ------- -------- -------- -------- --------
Total fixed charges
and preferred stock
dividends ........... (B) $22,565 $78,148 $ 50,724 $ 53,178 $ 55,590 $ 44,690
======= ======= ======== ======== ======== ========
RATIO OF EARNINGS TO
FIXED CHARGES AND PRE-
FERRED STOCK DIVIDENDS
(A) divided by (B) 3.0 1.1* 4.2 3.2 3.0 3.2
=== === === === === ===
</TABLE>
- --------
* Excluding the effect of the restructuring costs, the ratio of earnings to
fixed charges and preferred stock dividends (excluding captive finance
subsidiaries) for fiscal 1993 is 3.4.
<PAGE>
EXHIBIT 23
CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 33- ) and related Prospectus of Alco
Standard Corporation 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) for the year ended September 30, 1993, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young
Philadelphia, Pennsylvania
February 11, 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 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-3, 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 14th day of February, 1994.
/s/ J. Mahlon Buck, Jr.
SIGNED: _____________________________
<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-3, 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 14th day of February, 1994.
/s/ William F. Drake, Jr.
SIGNED: _____________________________
<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-3, 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 14th day of February, 1994.
/s/ Frederick S. Hammer
SIGNED: _____________________________
<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-3, 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 14th day of February, 1994.
/s/ Barbara Barnes Hauptfuhrer
SIGNED: _______________________________
<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-3, 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 14th day of February, 1994.
/s/ Ray B. Mundt
SIGNED: _____________________________
<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-3, 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 14th day of February, 1994.
/s/ Paul C. O'Neill
SIGNED: _____________________________
<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-3, 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 14th day of February, 1994.
/s/ Robert H. Potts
SIGNED: _____________________________
<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-3, 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 14th day of February, 1994.
/s/ Rogelio G. Sada
SIGNED: _____________________________
<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-3, 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 14th day of February, 1994.
/s/ William J.
Scharffenberger
SIGNED: _____________________________
<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-3, 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 14th day of February, 1994.
/s/ James W. Stratton
SIGNED: _____________________________
<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-3, 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 14th day of February, 1994.
/s/ John E. Stuart
SIGNED: _____________________________
<PAGE>
EXHIBIT 25
SECURITIES ACT OF 1933 FILE NO.
(IF APPLICATION TO DETERMINE ELIGIBILITY
OF TRUSTEE FOR DELAYED OFFERING PURSUANT
TO SECTION 305(B)(2))
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(B)(2) / /
----------------
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
13-2633612
(I.R.S. EMPLOYER IDENTIFICATION NUMBER)
1 CHASE MANHATTAN PLAZA, NEW YORK, NEW YORK
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICERS)
10081
(ZIP CODE)
----------------
ALCO STANDARD CORPORATION
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
OHIO
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
23-0334400
(I.R.S. EMPLOYER IDENTIFICATION NO.)
P.O. BOX 834
VALLEY FORGE, PENNSYLVANIA
(ADDRESS PRINCIPAL EXECUTIVE OFFICERS)
19482
(ZIP CODE)
----------------
DEBT SECURITIES TO BE ISSUED FROM TIME TO TIME
(TITLE OF THE INDENTURE SECURITIES)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee;
(a) Name and address of each examining or supervising authority to which it
is subject.
Comptroller of the Currency, Washington, D. C.
Board of Governors of The Federal Reserve System, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the Trustee, describe each such affiliation.
The Trustee is not the obligor, nor is the Trustee directly or indirectly
controlling, controlled by, or under common control with the obligor.
(See Note on Page 3.)
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as a part of this statement of eligibility.
*1. --A copy of the articles of association of the trustee as now in
effect. (See Exhibit T-1 (Item 12), Registration No. 33-55626.)
*2. --Copies of the respective authorizations of The Chase Manhattan Bank
(National Association) and The Chase Bank of New York (National
Association) to commence business and a copy of approval of merger of
said corporations, all of which documents are still in effect. (See
Exhibit T-1 (Item 12), Registration No. 2-67437.)
*3. --Copies of authorization of The Chase Manhattan Bank (National
Association) to exercise corporate trust powers, both of which
documents are still in effect. (See Exhibit T-1 (Item 12),
Registration No. 2-67437.)
*4. --A copy of the existing by-laws of the trustee. (See Exhibit T-1 (Item
12(a)), Registration No. 33-28806.)
*5. --A copy of each indenture referred to in Item 4, if the obligor is in
default. (Not applicable.)
*6. --The consents of United States institutional trustees required by
Section 321(b) of the Act. (See Exhibit T-1, (Item 12), Registration
No. 22-19019.)
7. --A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority.
----------------
* The Exhibits thus designated are incorporated herein by reference.
Following the description of such Exhibits is a reference to the copy of the
Exhibit heretofore filed with the Securities and Exchange Commission, to which
there have been no amendments or changes.
----------------
2
<PAGE>
NOTE
Insomuch as this Form T-1 is filed prior to the ascertainment by the trustee
of all facts on which to base a responsive answer to Item 2 the answer to said
Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an amendment
to this Form T-1.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
The Chase Manhattan Bank (National Association), a corporation organized and
existing under the laws of the United States of America, has duly caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of New York, and the State of New
York, on the 15th day of February, 1994.
THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION)
/s/ Josephine Massino
_____________________________________
By: Josephine Massino
Corporate Trust Officer
3
<PAGE>
EXHIBIT 7
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of The Chase Manhattan Bank,
N.A. of New York in the State of New York, at the close of business on December
31, 1993, published in response to call made by Comptroller of the Currency,
under title 12, United States Code, Section 161.
Charter Number 02370 Comptroller of the Currency Northeastern District
Statement of Resources and Liabilities
<TABLE>
<CAPTION>
THOUSANDS
OF DOLLARS
-----------
<S> <C>
ASSETS
CASH AND BALANCES DUE FROM DEPOSITORY INSTITUTIONS:
Noninterest-bearing balances and currency and coin.............. $ 5,778,428
Interest-bearing balances....................................... 5,431,174
Securities....................................................... 7,439,029
Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank and of its Edge and
Agreement subsidiaries. and in IBFs:
Federal funds sold.............................................. 3,982,694
Securities purchased under agreements to resell................. 0
LOANS AND LEASE FINANCING RECEIVABLES:
Loans and leases. net of unearned income........................ $48,856,930
LESS: Allowance for loan and lease losses....................... 1,065,877
LESS: Allocated transfer risk reserve........................... 0
-----------
Loans and leases, net of unearned income, allowance, and reserve. 47,791,053
Assets held in trading accounts.................................. 6,244,939
Premises and fixed assets (including capitalized leases)......... 1,617,111
Other real estate owned.......................................... 1,189,024
Investments in unconsolidated subsidiaries and associated compa-
nies............................................................ 67,637
Customers' liability to this bank on acceptances outstanding..... 774,020
Intangible assets................................................ 354,023
Other assets..................................................... 3,520,283
-----------
TOTAL ASSETS..................................................... $84,189,415
===========
</TABLE>
<TABLE>
<S> <C>
LIABILITIES
DEPOSITS:
In domestic offices............................................... 34,624,513
Noninterest-bearing.............................................. 13,739,371
Interest-bearing................................................. 20,885,142
In foreign offices, Edge and Agreement subsidiaries, and IBFs..... 30,660,808
Noninterest-bearing.............................................. 2,473,222
Interest-bearing................................................. 28,187,586
----------
Federal funds purchased and securities sold under agreements to re-
purchase in domestic offices of the bank and of its Edge and
Agreement subsidiaries,and in IBF's:
Federal funds purchased............................................ 2,829,219
Securities sold under agreements to repurchase..................... 140,462
Demand notes issued to the U.S. Treasury........................... 25,000
Other borrowed money............................................... 2,618,185
Mortgage indebtedness and obligations under capitalized leases..... 41,366
Bank's liability on acceptances, executed and outstanding.......... 780,289
Subordinated notes and debentures.................................. 2,360,000
Other liabilities.................................................. 3,697,556
----------
TOTAL LIABILITIES.................................................. 77,777,398
----------
Limited-life preferred stock and related surplus................... 0
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
THOUSANDS
OF DOLLARS
-----------
<S> <C>
EQUITY CAPITAL
Perpetual preferred stock and related surplus...................... 0
Common stock....................................................... 910,494
Surplus............................................................ 4,382,506
Undivided profits and capital reserves............................. 920,258
Net unrealized loss on marketable equity securities................ 187,683
Cumulative foreign currency translation adjustments................ 11,076
-----------
TOTAL EQUITY CAPITAL............................................... 6,412,017
-----------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND EQUITY
CAPITAL........................................................... $84,189,415
===========
</TABLE>
I, Lester J. Stephens, Jr., Senior Vice President and Controller of the
above- named bank do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.
SIGNED: /s/ Lester J. Stephens, Jr.
-----------------------------
We the undersigned directors, attest to the correctness of this statement of
resources and liabilities. We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.
SIGNED: /s/ Thomas G. Labrecque
-----------------------------
SIGNED: /s/ Arthur F. Ryan
-----------------------------
SIGNED: /s/ Richard J. Boyle
-----------------------------
Directors
5
