<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 19, 1994
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
ALCO STANDARD CORPORATION
OHIO 23-0334400
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
P.O. BOX 834
VALLEY FORGE, PENNSYLVANIA 19482
(215) 296-8000
J. KENNETH CRONEY, ESQUIRE
ALCO STANDARD CORPORATION
VICE PRESIDENT AND GENERAL COUNSEL
P.O. BOX 834
VALLEY FORGE, PENNSYLVANIA 19482
(610) 296-8000
COPIES TO:
RHONDA R. COHEN, ESQUIRE
BALLARD SPAHR ANDREWS & INGERSOLL
51ST FLOOR, 1735 MARKET STREET
PHILADELPHIA, PA 19103-7599
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the Registration Statement becomes effective.
----------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following. [_]
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. [X]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLES OF EACH CLASS OF TO BE OFFERING OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PRICE PER UNIT* PRICE* FEE
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<S> <C> <C> <C> <C>
Common Stock, no par
value.................... 496,090 $53.75 $26,664,837 $9,195
</TABLE>
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*Estimated solely for the purpose of determining the registration fee, pursuant
to Rule 457(c).
----------------
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.
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<PAGE>
PROSPECTUS
496,090 SHARES
ALCO STANDARD CORPORATION
COMMON STOCK
(NO PAR VALUE)
---------------
The shares being offered hereby are presently outstanding and are being
offered for the account of certain present or future shareholders of Alco
Standard Corporation ("Alco") who are named herein under "Selling
Shareholders." Alco will not receive any of the proceeds from the sale of these
shares.
The common stock of Alco is listed on the New York Stock Exchange, Midwest
Stock Exchange and Philadelphia Stock Exchange. On May 12, 1994, the last sale
price on the New York Stock Exchange was $54.50.
This Prospectus is to be used in connection with the sale from time to time
by the Selling Shareholders of the common stock. The price at which any of the
shares of common stock may be sold, and the commissions, if any, paid in
connection with any sale, are unknown and may vary from transaction to
transaction.
The expenses of the registration under the Securities Act of 1933 of the
shares being offered hereby are estimated to be approximately $37,195 and will
be paid by Alco.
---------------
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 MAY 19, 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
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING SHAREHOLDERS. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANY
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. 20547 and at the following Regional Offices of the Commission: New York
Regional Office, Room 1228, 75 Park Place, New York, New York 10007; and
Chicago Regional Office, Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60621. 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
Midwest Stock Exchanges on which Alco's common stock is listed.
Alco has filed with the Commission a Registration Statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933 with respect to the securities to
which this Prospectus relates. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information with respect to Alco and such securities, reference is made
to the Registration Statement. Statements contained in this Prospectus as to
the contents of any contract or any other document filed, or incorporated by
reference, as an exhibit to the Registration Statement, are qualified in all
respects by such reference.
DOCUMENTS INCORPORATED BY REFERENCE
Alco's annual report on Form 10-K for the fiscal year ended September 30,
1993 (as amended by its Form 10-K/A filed on May 5, 1994), and Alco's Quarterly
Reports on Form 10-Q for the fiscal quarter ended December 31, 1993 (as amended
by its Form 10-Q/A filed on May 5, 1994) and the fiscal quarter ended March 31,
1994 are incorporated herein by reference.
The description of Alco's common stock contained in a registration statement
filed under the Securities Exchange Act of 1934, including any amendment or
report filed for the purpose of updating such description, is incorporated
herein by reference. Alco's registration statement on Form 8-A, relating to
Alco's preferred share purchase rights, is also 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 common stock 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
2
<PAGE>
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).
THE COMPANY
Alco Standard Corporation ("Alco") markets and distributes office equipment
and paper through two business segments. Alco Office Products ("AOP") and
Unisource Worldwide, Inc. ("Unisource"). The address of Alco's principal
executive offices is P.O. Box 834, Valley Forge, Pennsylvania 19482, telephone
number (610) 296-8000.
Alco Office Products ("AOP") is the largest independent copier distribution
network in North America and also has operations in Europe. 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.
Unisource 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.
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.
SELLING SHAREHOLDERS
A total of 496,090 shares are registered for offering by the Selling
Shareholders who have received Alco common stock as consideration for Alco's
acquisition of privately held office products businesses. Except with respect
to their ownership of these businesses prior to acquisition by Alco, none of
the Selling Shareholders has had a material relationship with Alco within the
past three years.
On May 19, 1994, the Selling Shareholders owned a total of 496,090 shares of
Alco common stock as set forth below:
<TABLE>
<CAPTION>
NUMBER
SELLING SHAREHOLDER OF SHARES
------------------- ----------
<S> <C>
Bruce E. Losty.................................................. 14,343
Lynn R. Nichols................................................. 19,125
Melvin R. Lindell............................................... 19,125
J. Carroll Hortman.............................................. 252,526
J. George Mamoulides............................................ 21,198
Cecil M. Massengill............................................. 15,083
Eric T. Gibbs................................................... 3,646
Nicholas S. Maher............................................... 20,028
Gordon A. Traver................................................ 20,028
Peter A. Welch.................................................. 4,247
Dale G. Rowell.................................................. 792
Winifred E. Pinksten............................................ 105,949
</TABLE>
3
<PAGE>
PLAN OF DISTRIBUTION AND OFFERING PRICE
Alco's common stock is currently traded on the New York Stock Exchange,
Midwest Stock Exchange, and Philadelphia Stock Exchange. The public offering
price for any shares of common stock that are sold will be determined by the
price indicated on the Composite Tape of the New York Stock Exchange at the
time such sale occurs, or at such price as shall be determined through private
negotiations between the buyer and the Selling Shareholder(s), or their
respective agents.
DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK
Alco is currently authorized to issue 75,000,000 shares of common stock and
2,138,539 shares of serial preferred stock. Both classes are without par value.
The common stock is subject to the express terms of the serial preferred stock.
Two series of serial preferred stock are outstanding, and additional series may
be authorized by the board of directors.
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
serial preferred stock, so long as there is no default in any sinking fund
provisions for the serial preferred stock. Certain loan agreements limit the
amount of retained earnings from which Alco may pay dividends, repurchase its
shares or take certain other actions. At December 31, 1993, such amount was
approximately $418 million.
PREFERRED STOCK. The serial 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 1, 1996 and $325.00 ($3.25 per Depositary
Share) thereafter.
So long as any shares of serial 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 Alco ranking junior to the serial preferred
stock) to holders of common stock or shares of Alco of any other class ranking
on a parity with or junior to the serial 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 Alco of any other class
ranking on a parity with or junior to the serial preferred stock (except in the
case of shares purchases in compromise of claims, or to prevent loss on
doubtful debts and except in the case of shares purchases out of the proceeds
of the sale of common stock or other shares ranking junior to the serial
preferred stock received by Alco, subsequent to January 1, 1968):
(a) Unless all accrued and unpaid dividends on shares of serial preferred
stock, including the full dividends for the ten 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 serial preferred stock from any sinking fund provided therefor.
No dividends may be paid upon or declared or set apart for any of the serial
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 serial preferred stock of all series
then issued and outstanding and entitled to receive such dividend.
4
<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
Alco.
PREFERRED STOCK. The only preemptive right of holders of serial preferred
stock is to participate in certain distributions, if any were to be made by
Alco, to holders of common stock of options or rights to acquire common stock,
or of evidences of Alco debt or assets (other than cash).
COMMON STOCK PURCHASE RIGHTS
In February 1988, Alco 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 Alco'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
Alco, or (b) causes Alco to forgo 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 Alco's outstanding shares; or if any person or group
acquires 30% or more of Alco'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 Alco 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 Alco'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 serial
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 serial preferred stock are entitled to one
vote per share, and except as otherwise provided by specific provisions of
Alco'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 serial
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 serial
preferred stock, whether or not consecutive, the holders of shares of serial
preferred stock will be entitled to elect two directors, to serve in addition
to the directors otherwise elected. Such right to elect additional directors is
in lieu of the other right of the holders of the serial preferred stock to vote
for directors, and will remain in effect until no quarterly dividend is in
default. It is also provided that the vote or the written consent of at
5
<PAGE>
least two-thirds of the outstanding shares of serial 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 serial preferred stock, (ii) the authorization or issue of any stock, or
any security convertible into any stock, ranking prior to the serial preferred
stock, (iii) the purchase or redemption of less than all the serial preferred
stock then outstanding (except in accordance with a stock purchase offer made
to all holders of serial preferred stock) when any dividends or sinking fund
obligations on the serial 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 serial preferred stock except the same number with the same rights and
preferences as those of Alco authorized and outstanding immediately preceding
such consolidation or merger, and unless each holder of serial 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 is required if provision has been made for the redemption
of all of the serial preferred stock or any series thereof. In addition, Alco
may create additional classes of stock, increase the authorized number of
shares of serial preferred stock or issue series of preferred stock ranking on
a parity with the serial preferred stock with respect, in each case, to the
payment of dividends and amounts upon liquidation, dissolution and winding up
without the consent of any holder of serial 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 serial preferred stock. The outstanding
shares of the Series 2 preferred stock 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 of $100 per share, plus accrued unpaid dividends. Alco is
required to provide a sinking fund for the redemption of the Series 2 preferred
stock. Alco has determined to redeem the Series 2 preferred stock in equal
annual installments from 1989 through 1995 at the redemption price stated
above.
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 Alco, 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. Alco may
exercise this option only if or 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 Alco, for cash at a redemption price
equivalent to $50.00 per depositary share, plus accrued and unpaid dividends.
The Series AA preferred stock is not entitled to the benefit of any sinking
fund.
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 serial 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 preferred stock
is convertible, at the option of the holder, at any time prior to the close of
business on the second day preceding the redemption
6
<PAGE>
date thereof, into 8.0 shares of common stock. Each outstanding share of Series
AA preferred stock 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 serial 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 serial
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 serial 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 preferred stock are entitled to receive the following per share
amounts plus accrued unpaid dividends: Series 2, $100; and Series AA, $5,000.00
($50 per depositary share). At December 31, 1993, the preference upon
liquidation of the shares of serial preferred stock then outstanding aggregated
$201,504,000. After provision for the liquidation preference of serial
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 any excess of the liquidation
preference over the carrying value of the serial 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 serial 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 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.
LIABILITY FOR ASSESSMENT
Outstanding shares of the common and serial preferred stock, including the
shares of stock to be sold by the Selling Shareholders hereunder, are fully
paid and non-assessable.
LEGAL OPINIONS
The validity of the issuance of the shares of common stock offered hereby is
being passed upon for Alco by Ballard Spahr Andrews & Ingersoll, Philadelphia,
Pennsylvania.
EXPERTS
The consolidated financial statements of Alco Standard Corporation appearing
in Alco Standard's Annual Report (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 are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
7
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
SEC Filing Fee.......................................................... $ 9,195
Accounting Fees......................................................... $10,000
Legal Fees.............................................................. $ 3,000
Blue Sky Fees and Expenses.............................................. $ 5,000
Miscellaneous........................................................... $10,000
-------
Total............................................................... $37,195
=======
</TABLE>
All of the above amounts, except for the SEC filing fee, have been estimated.
All such amounts will be paid by Alco.
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 has
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>
<C> <S>
(4.0) 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)).
(4.1) Rights Agreement, dated as of February 10, 1988 between Alco Standard
Corporation and National City Bank, filed on February 11, 1988 as
Exhibit 1 to Alco Standard Corporation's Registration Statement on Form
8-A, is incorporated herein by reference.
(5) Opinion of Ballard Spahr Andrews & Ingersoll as to the validity of the
securities.
(23) Consent of Ernst & Young, Independent Auditors.
</TABLE>
8
<PAGE>
<TABLE>
<C> <S>
(23.1) Consent of Ballard Spahr Andrews & Ingersoll (contained in the opinion
filed as Exhibit (5) to this Registration Statement).
(24) Powers of Attorney.
(24.1) Certified resolution regarding Powers of Attorney.
</TABLE>
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by Alco pursuant to Section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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 persons 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.
9
<PAGE>
SIGNATURES
THE REGISTRANT. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
MEETS ALL THE REQUIREMENTS FOR FILING ON FORM S-3, AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN VALLEY FORGE, PENNSYLVANIA, ON THE 18TH DAY OF MAY, 1994.
ALCO Standard Corporation
Date: May 18, 1994 By /s/ Michael J. Dillon
-----------------------------------
(MICHAEL J. DILLON) (PRINCIPAL
ACCOUNTING OFFICER)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
SIGNATURE TITLE DATE
*RAY B. MUNDT Chairman May 18, 1994
- -------------------------------------
(RAY B. MUNDT)
*JOHN E. STUART President, Chief May 18, 1994
- ------------------------------------- Executive Officer
(JOHN E. STUART) and Director
*KURT E. DINKELACKER Chief Financial May 18, 1994
- ------------------------------------- Officer
(KURT E. DINKELACKER)
/s/ Michael J. Dillon Controller May 18, 1994
- ------------------------------------- (Principal
(MICHAEL J. DILLON) Accounting Officer)
*J. MAHLON BUCK, JR. Director May 18, 1994
- -------------------------------------
(J. MAHLON BUCK, JR.)
*PAUL J. DARLING, II Director May 18, 1994
- -------------------------------------
(PAUL J. DARLING, II)
*WILLIAM F. DRAKE, JR. Director May 18, 1994
- -------------------------------------
(WILLIAM F. DRAKE, JR.)
*JAMES J. FORESE Director May 18, 1994
- -------------------------------------
(JAMES J. FORESE)
10
<PAGE>
SIGNATURE TITLE DATE
*FREDERICK S. HAMMER Director May 18, 1994
- -------------------------------------
(FREDERICK S. HAMMER)
*BARBARA BARNES HAUPTFUHRER Director May 18, 1994
- -------------------------------------
(BARBARA BARNES HAUPTFUHRER)
*DANA G. MEAD Director May 18, 1994
- -------------------------------------
(DANA G. MEAD)
*PAUL C. O'NEILL Director May 18, 1994
- -------------------------------------
(PAUL C. O'NEILL)
*ROGELIO G. SADA Director May 18, 1994
- -------------------------------------
(ROGELIO G. SADA)
*JAMES W. STRATTON Director May 18, 1994
- -------------------------------------
(JAMES W. STRATTON)
*BY HIS SIGNATURE SET FORTH BELOW, HUGH G. MOULTON, PURSUANT TO DULY EXECUTED
POWERS OF ATTORNEY DULY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, HAS
SIGNED THIS REPORT ON BEHALF OF THE PERSONS WHOSE SIGNATURES ARE PRINTED ABOVE,
IN THE CAPACITIES SET FORTH OPPOSITE THEIR RESPECTIVE NAMES.
/s/ Hugh G. Moulton May 18, 1994
- -------------------------------------
(HUGH G. MOULTON)
11
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBITS PAGE
-------- ----
<C> <S> <C>
(4.0) 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)).
(4.1) Rights Agreement, dated as of February 10, 1988 between Alco
Standard Corporation and National City Bank, filed on February
11, 1988 as Exhibit 1 to Alco Standard Corporation's
Registration Statement on Form 8-A, is incorporated herein by
reference.
(5) Opinion of Ballard Spahr Andrews & Ingersoll as to the
validity of the securities.
(23) Consent of Ernst & Young, Independent Auditors.
(23.1) Consent of Ballard Spahr Andrews & Ingersoll (contained in the
opinion filed as Exhibit (5) to this Registration Statement).
(24) Powers of Attorney.
(24.1) Certified resolution regarding Powers of Attorney.
</TABLE>
<PAGE>
EXHIBIT 5
[LETTERHEAD APPEARS HERE]
May 17, 1994
Alco Standard Corporation
Post Office Box 834
Valley Forge, PA 19482-0834
Re: Secondary Offering of 496,090 Shares of Common Stock
Gentlemen:
We have acted as counsel to Alco Standard Corporation (the "Company") in
connection with the registration under the Securities Act of 1933, as amended,
of 496,090 outstanding shares of common stock of the Company, without par value
(the "Shares"), which were issued to the selling shareholders as consideration
for the Company's acquisition of privately held office products businesses.
The opinion expressed below is based on the assumption that the Registration
Statement with respect to the above Shares to be filed by the Company with the
Securities and Exchange Commission on May 19, 1994 will become effective.
In rendering our opinion, we have reviewed such certificates, documents,
corporate records and other instruments as in our judgment are necessary or
appropriate to enable us to render the opinions expressed below. In giving this
opinion, we are assuming the authenticity of all instruments presented to us as
originals, the conformity with the originals of all instruments presented to us
as copies and the genuineness of all signatures.
Based on the foregoing, we are of the opinion that the 496,090 outstanding
Shares to be registered have been legally issued and are fully paid and non-
assessable shares of common stock of the Company.
We consent to the filing of this opinion as Exhibit 5 to the Registration
Statement on Form S-3 and to the reference to this firm under the heading
"Legal Opinions" in the Prospectus included in the Registration Statement.
Very truly yours,
<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 for the registration of 496,090 shares of its common stock
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.
Philadelphia, Pennsylvania
May 18, 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 18th day of May, 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 18th day of May, 1994.
/s/ Paul J. Darling, II
SIGNED: _____________________________
<PAGE>
POWER OF ATTORNEY
The undersigned certifies that he is Chief Financial Officer of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of Ray B. Mundt, Hugh G. Moulton and J.
Kenneth Croney as his attorneys-in-fact, each with the power of substitution,
to execute, on his behalf the foregoing registration statement on Form S-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 18th day of May, 1994.
/s/ Kurt E. Dinkelacker
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 18th day of May, 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 18th day of May, 1994.
/s/ James J. Forese
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 18th day of May, 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 18th day of May, 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 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 18th day of May, 1994.
/s/ Dana G. Mead
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 18th day of May, 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 18th day of May, 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 18th day of May, 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 18th day of May, 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 18th day of May, 1994.
/s/ John E. Stuart
SIGNED: _____________________________
<PAGE>
EXH.24.1
CERTIFICATION
I, J. Kenneth Croney, Secretary of Alco Standard Corporation do hereby
certify that the following resolutions were duly passed by the Board of
Directors of the Corporation on November 12, 1993, and that such resolutions
are, as of the date hereof, in full force and effect:
Further Resolved, that each of the officers and directors of the corporation
is hereby authorized to appoint Ray B. Mundt, Hugh G. Moulton and J. Kenneth
Croney as his or her attorneys-in-fact on behalf of each of them each attorney-
in-fact with the power of substitution, to execute on such officer's or
director's behalf, one or more registration statements and annual reports of
the corporation for filing with the Securities and Exchange Commission ("SEC"),
and any and all amendments to said documents which said attorney may deem
necessary or desirable to enable the corporation to register the offering of
(i) serial preferred stock; (ii) common stock; (iii) debt securities; and/or
(iv) participation interests in employee benefit plans under the Federal
securities law, and to further enable the corporation to file such reports as
are necessary under Section 13 or 15(d) of the Securities Exchange Act of 1934
and such other documents as are necessary to comply with all rules, regulations
or requirements of the SEC in respect thereto; and
Further Resolved, that any officer of the corporation is hereby authorized to
do and perform, or cause to be done or performed, any and all things and to
execute and deliver any and all agreements, certificates, undertakings,
documents or instruments necessary or appropriate in order to carry out the
purpose and intent of the foregoing resolutions.
In Witness Whereof, the undersigned has set his hand this 18th day of May,
1994.
/s/ J. Kenneth Croney
_____________________________________
J. Kenneth Croney
