<PAGE>
As filed with the Securities and Exchange Commission on October 7, 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
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
<TABLE>
<CAPTION>
==============================================================================================
Proposed
Maximum
Titles of Each Class Amount Maximum Aggregate Amount of
of Securities to be To Be Offering Offering Registration
Registered Registered Price per unit* Price* Fee
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
no par value 122,409 $62.00 $7,589,358 $2,617
==============================================================================================
</TABLE>
*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.
<PAGE>
PROSPECTUS
122,409 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 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,
Chicago Stock Exchange and Philadelphia Stock Exchange. On October 3, 1994,
the last sale price on the New York Stock Exchange was $61 7/8.
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 $19,617 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 October 7, 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 Alco 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 Chicago 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),
Alco's Quarterly Report 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), Alco's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 1994, Alco's
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1994, and
Alco's Current Report on Form 8-K dated June 30, 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
<PAGE>
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).
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.
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 122,409 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 October 7, 1994, the Selling Shareholders beneficially owned a
total of 122,409 shares of Alco common stock as set forth below:
<TABLE>
<CAPTION>
Selling Shareholder Number of Shares
------------------- ----------------
<S> <C>
Joseph P. Marbaugh 100,698
A. Bradley Clough 1,933
Emmett D. Crawford 14,943
Sandra K. Crawford 521
Kenneth R. Dousher 4,314
</TABLE>
Certain of the above shares may be forfeited by the Selling
Shareholder to Alco if certain financial performance criteria are not met by
the acquired businesses.
<PAGE>
PLAN OF DISTRIBUTION AND OFFERING PRICE
Alco's common stock is currently traded on the New York Stock
Exchange, Chicago 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 2,135,988 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.
<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 all other rights 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 least two-thirds of the outstanding
<PAGE>
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 Alco 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 for 20 trading days
within any period of 30 consecutive 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 date
thereof, into 8.0 shares of common stock. Each outstanding share of Series AA
preferred stock is convertible at
<PAGE>
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 (as amended by Alco's Form 10-K/A dated May 5, 1994) have
been audited by Ernst & Young LLP, 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.
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
<TABLE>
<S> <C>
SEC Filing Fee $ 2,617
Accounting Fees 10,000
Legal Fees 2,000
Miscellaneous expenses 5,000
-------
Total $19,617
</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
(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 LLP, Independent Auditors.
<PAGE>
(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.
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.
<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
7th day of October, 1994.
ALCO STANDARD CORPORATION
Date: October 7, 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 October 7, 1994
- ----------------------------
(Ray B. Mundt)
*JOHN E. STUART President, Chief Executive October 7, 1994
- ---------------------------- Officer and Director
(John E. Stuart)
*KURT E. DINKELACKER Chief Financial Officer October 7, 1994
- ----------------------------
(Kurt E. Dinkelacker)
/s/Michael J. Dillon Controller October 7, 1994
- ---------------------------- (Principal Accounting Officer)
(Michael J. Dillon)
*J. MAHLON BUCK, JR. Director October 7, 1994
- ----------------------------
(J. Mahlon Buck, Jr.)
<PAGE>
Signature Title Date
--------- ----- ----
*PAUL J. DARLING, II Director October 7, 1994
- ----------------------------
(Paul J. Darling, II)
*WILLIAM F. DRAKE, JR. Director October 7, 1994
- ----------------------------
(William F. Drake, Jr.)
*JAMES J. FORESE Director October 7, 1994
- ----------------------------
(James J. Forese)
*FREDERICK S. HAMMER Director October 7, 1994
- ----------------------------
(Frederick S. Hammer)
*BARBARA BARNES HAUPTFUHRER Director October 7, 1994
- ----------------------------
(Barbara Barnes Hauptfuhrer)
*DANA G. MEAD Director October 7, 1994
- ----------------------------
(Dana G. Mead)
*PAUL C. O'NEILL Director October 7, 1994
- ----------------------------
(Paul C. O'Neill)
*ROGELIO G. SADA Director October 7, 1994
- ----------------------------
(Rogelio G. Sada)
*JAMES W. STRATTON Director October 7, 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 October 7, 1994
- ----------------------------
(Hugh G. Moulton)
<PAGE>
INDEX TO EXHIBITS
Exhibits Page
-------- ----
(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 (incorporated
herein by reference to Form 8-A of the registrant, Exhibit 1,
filed on February 11, 1988).
(5) Opinion of Ballard Spahr Andrews & Ingersoll as to the validity
of the securities.
(23) Consent of Ernst & Young LLP, 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.
<PAGE>
October 7, 1994
Alco Standard Corporation
Post Office Box 834
Valley Forge, PA 19482-0834
Re: Secondary Offering of 122,409
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 122,409 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 October 7, 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 122,409
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,
/s/ Ballard Spahr Andrews & Ingersoll
<PAGE>
Exhibit 23
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts"
in the Registration Statement (Form S-3) and related Prospectus of Alco
Standard Corporation for the registration of 122,409 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) (as amended by its Form 10-K/A dated May 5, 1994) for the year ended
September 30, 1993, filed with the Securities and Exchange Commission.
Ernst & Young LLP
October 7, 1994
Philadelphia, Pennsylvania
<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 7th day of October, 1994.
SIGNED:/s/J. MAHLON BUCK, JR.
--------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of Ray B. Mundt, Hugh G.
Moulton and J. Kenneth Croney as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement
on Form S-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 7th day of October, 1994.
SIGNED:/s/PAUL J. DARLING, II
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is Chief Financial Officer of Alco
Standard Corporation ("Alco").
The undersigned hereby appoints each of Ray B. Mundt, Hugh G.
Moulton and J. Kenneth Croney as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement
on Form S-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 7th day of October, 1994.
SIGNED: /s/KURT E. DINKELACKER
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of Ray B. Mundt, Hugh G.
Moulton and J. Kenneth Croney as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement
on Form S-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 7th day of October, 1994.
SIGNED: /s/WILLIAM F. DRAKE, JR.
---------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of Ray B. Mundt, Hugh G.
Moulton and J. Kenneth Croney as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement
on Form S-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 7th day of October, 1994.
SIGNED: /s/JAMES J. FORESE
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of Ray B. Mundt, Hugh G.
Moulton and J. Kenneth Croney as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement
on Form S-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 7th day of October, 1994.
SIGNED: /s/FREDERICK S. HAMMER
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that she is a Director of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of Ray B. Mundt, Hugh G.
Moulton and J. Kenneth Croney as her attorneys-in-fact, each with the power of
substitution, to execute, on her behalf the foregoing registration statement
on Form S-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 7th day of October, 1994.
SIGNED:/s/BARBARA BARNES HAUPTFUHRER
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of Ray B. Mundt, Hugh G.
Moulton and J. Kenneth Croney as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement
on Form S-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 7th day of October, 1994.
SIGNED: /s/DANA G. MEAD
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of Hugh G. Moulton and J.
Kenneth Croney as his attorneys-in-fact, each with the power of substitution,
to execute, on his behalf the foregoing registration statement on Form S-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 7th day of October, 1994.
SIGNED: /s/RAY B. MUNDT
----------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of Ray B. Mundt, Hugh G.
Moulton and J. Kenneth Croney as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement
on Form S-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 7th day of October, 1994.
SIGNED: /s/PAUL C. O'NEILL
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of Ray B. Mundt, Hugh G.
Moulton and J. Kenneth Croney as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement
on Form S-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 7th day of October, 1994.
SIGNED: /s/ROGELIO G. SADA
--------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of Ray B. Mundt, Hugh G.
Moulton and J. Kenneth Croney as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement
on Form S-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 7th day of October, 1994.
SIGNED: /s/JAMES W. STRATTON
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of Ray B. Mundt, Hugh G.
Moulton and J. Kenneth Croney as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement
on Form S-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 7th day of October, 1994.
SIGNED: /s/JOHN E. STUART
----------------------
<PAGE>
Exhibit 24.1
CERTIFICATION
I, J. Kenneth Croney, do hereby certify that I am the duly elected
Secretary of Alco Standard Corporation ("Alco"), an Ohio corporation that set
forth below is a true and correct copy of a resolution duly adopted at a
meeting of the Board of Directors of said corporation on November 12, 1993;
and that such resolution is as of the date hereof in full force and effect;
RESOLVED, that each of the officers and directors of the corporation
is hereby authorized to appoint Ray B. Mundt, Hugh G. Moulton and J. Kenneth
Croney as his or her attorneys-in-fact on behalf of each of them each
attorney-in-fact with the power of substitution, to execute on such officer's
or director's behalf, one or more registration statements and annual reports
of the corporation for filing with the Securities and Exchange Commission
("SEC"), and any and all amendments to said documents which said attorney may
deem necessary or desirable to enable the corporation to register the offering
of (i) serial preferred stock; (ii) common stock; (iii) debt securities;
and/or (iv) participation interest in employee benefit plans under the Federal
securities law, and to further enable the corporation to file such reports as
are necessary under Section 13 or 15(d) of the Securities Exchange Act of 1934
and such other documents as are necessary to comply with all rules,
regulations or requirements of the SEC in respect thereto.
IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of
October, 1994.
/s/ J. Kenneth Croney
-------------------
