<PAGE>
_____________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(MARK ONE)
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1994 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] FOR THE
TRANSITION PERIOD FROM _____________TO______________.
COMMISSION FILE NUMBER ..................... 1-5964
A. FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT
FROM THAT OF THE ISSUER NAMED BELOW: ALCO STANDARD CORPORATION CAPITAL
ACCUMULATION PLAN.
B. NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND
THE ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE:
ALCO STANDARD CORPORATION
P.O. BOX 834
VALLEY FORGE, PA 19482-0834
________________________
<PAGE>
REQUIRED INFORMATION
--------------------
a. Financial Statements. The following financial statements are
--------------------
furnished for the Plan.
1. Audited Statements of Net Assets Available for Benefits -
December 31, 1994 and December 31, 1993.
2. Audited Statements of Changes in Net Assets Available for
Benefits - for the years ended December 31, 1994 and
December 31, 1993.
3. Notes to Financial Statements
4. Schedules
(a) Assets Held for Investment Purposes
(b) Transactions or Series of Transactions in Excess of
5% of the Current Value of Plan Assets
b. Exhibits
--------
Exhibit 23 Consent of Independent Auditors
<PAGE>
Financial Statements and Schedules
Alco Standard Corporation
Capital Accumulation Plan
Years ended December 31, 1994 and 1993
with Report of Independent Auditors
<PAGE>
Alco Standard Corporation Capital Accumulation Plan
Financial Statements and Schedules
Years ended December 31, 1994 and 1993
CONTENTS
<TABLE>
<S> <C>
Report of Independent Auditors...............................................1
Audited Financial Statements
Statements of Net Assets Available for Benefits..............................2
Statements of Changes in Net Assets Available for Benefits...................3
Notes to Financial Statements................................................4
Schedules
Assets Held for Investment Purposes.........................................10
Transactions or Series of Transactions in Excess of
5% of the Current Value of Plan Assets....................................11
</TABLE>
<PAGE>
[LETTERHEAD OF ERNST & YOUNG LLP APPEARS HERE]
Report of Independent Auditors
Trustees
Alco Standard Corporation Capital Accumulation Plan
We have audited the accompanying statements of net assets available for benefits
of the Alco Standard Corporation Capital Accumulation Plan as of December 31,
1994 and 1993, and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Alco
Standard Corporation Capital Accumulation Plan at December 31, 1994 and 1993,
and the changes in its net assets available for benefits for the years then
ended, in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes as of December 31, 1994, and transactions or series
of transactions in excess of 5% of the current value of plan assets for the year
then ended are presented for purposes of complying with the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974, and are not a required part of the
financial statements. The supplemental schedules have been subjected to the
auditing procedures applied in our audit of the 1994 financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
1994 financial statements taken as a whole.
Ernst & Young LLP
May 19, 1995
1
<PAGE>
Alco Standard Corporation Capital Accumulation Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 31
1994 1993
---------------------------------
<S> <C> <C>
ASSETS
Cash $ - $ 137,394
Investments at fair value:
Cash equivalents 37,234 -
Alco Standard Corporation common stock 16,173,875 14,524,658
Georgia-Pacific Corporation common stock 13,825,311 -
Investment funds 50,959,563 21,497,387
Participant loans 949,424 -
---------------------------------
81,945,407 36,022,045
Receivables:
Contributions - 737,292
Dividends 65,002
Other 66,344 -
---------------------------------
Total Assets 82,011,751 36,961,733
LIABILITIES
Accrued administrative expenses 47,930 -
---------------------------------
Net assets available for benefits $81,963,821 $36,961,733
=================================
</TABLE>
See accompanying notes.
2
<PAGE>
Alco Standard Corporation Capital Accumulation Plan
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1994 1993
----------------------------------
<S> <C> <C>
Additions:
Transfer of assets from merged plan $58,409,593 $ -
Interest income 2,583,272 1,188,952
Dividend income 1,045,451 231,193
Other income 887,647 -
Employer contributions - 1,199,076
Employee contributions - 3,456,480
Transfer from affiliated plan - 433,467
---------------------------------
62,925,963 6,509,168
Deductions:
Benefits to participants 19,711,288 2,405,239
Administrative expenses 200,584 10,572
---------------------------------
19,911,872 2,415,811
---------------------------------
43,014,091 4,093,357
Realized and unrealized gain
on investments 1,987,997 5,228,276
---------------------------------
Net increase for the year 45,002,088 9,321,633
Net assets available for benefits at
beginning of year 36,961,733 27,640,100
---------------------------------
Net assets available for benefits
at end of year $81,963,821 $36,961,733
=================================
</TABLE>
See accompanying notes.
3
<PAGE>
Alco Standard Corporation Capital Accumulation Plan
Notes to Financial Statements
December 31, 1994
1. SIGNIFICANT ACCOUNTING POLICIES
Investments in the Fixed Income Fund and Investment Contract Fund are stated at
the contract value as estimated by the individual insurance companies. Contract
value represents contributions made under the contract, plus interest at the
contract rate, less funds used to pay retirement benefits and to pay for the
insurance company's administrative charge. Investments in Alco common stock and
Georgia-Pacific common stock are determined by use of the last reported sales
price on the last business day of the plan year, as reported on a national
security exchange. Investments in the Equity Fund, Index Fund and Balanced
Fund are stated at fair value which is determined on the last day of the plan
year based on the portfolio of investments owned by the particular fund on that
date. Cash equivalents are valued at cost which is equal to market value.
Realized and unrealized gain or loss on investments represents the sum of the
change in the difference between December 31 market value and cost of
investments and the difference between the proceeds received and the cost of
investments sold.
2. DESCRIPTION OF THE PLAN
The Alco Standard Corporation Capital Accumulation Plan (the Plan) is a defined
contribution plan made available to certain employees of the Unijax Sloan
Division of Unisource Worldwide, Inc., a wholly-owned subsidiary of Alco
Standard Corporation (the Company).
The Plan was amended effective December 31, 1993 to fully vest all participants
in their account balances under the Plan as of December 31, 1993; to provide
that no new participants will be admitted to the Plan after December 31, 1993;
and to provide that no further contributions to the Plan will be made after
December 31, 1993.
Prior to the amendment, employees with at least one month's service were
eligible to participate in the Plan. Participants could contribute from one to
sixteen percent of their salary on a before-tax basis by means of payroll
deductions, so long as such amount did not exceed the maximum allowable under
the Internal Revenue Code.
The Company contributed amounts determined each year based upon the level of the
participant's contributions and the profitability of the Unijax Sloan location
which employed the participant.
4
<PAGE>
Alco Standard Corporation Capital Accumulation Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
Effective January 1, 1994, the Butler Paper Company Capital Accumulation Plan,
an affiliated plan, was merged into the Plan. Assets of $58,409,593, including
229,887 shares of Georgia-Pacific Corporation common stock, with a market value
of $15,805,000, were transferred into the Plan on January 1, 1994.
Effective January 1, 1994, Vanguard Fiduciary Trust Company became record-keeper
and custodian of the Plan. Investment funds offered by the Plan after January
1, 1994 consist of a balanced fund (equity and fixed income investments), an
index fund (equity investments) and an investment contract fund (guaranteed
investment contracts). Participants in the Plan may allocate their account
between investments in Alco Standard Corporation common stock or any of three
investment funds described above. No additional investments may be made
in Georgia-Pacific common stock. Participants may change investment allocations
at any time, but not more frequently than once per quarter of the Plan year.
The Plan provided for an additional investment option (the "Alco Option") which
allowed the participants to invest 1-6% of their salary on a pretax basis in
Alco stock with an automatic 66-2/3% employer matching contribution.
Participants who elected the Alco option were not eligible to participate in the
other investment options offered by the Plan.
Upon termination of employment, all vested benefits are distributed in a
single-sum payment with respect to the investment funds. Distributions of
vested benefits in Alco common stock or Georgia-Pacific common stock are made in
cash unless the participant elects a distribution in shares of the respective
common stock.
When a participant dies, the beneficiary receives the value of the participant's
Plan account in a single cash payment.
The Plan also allowed participants who cease to be eligible to participate in
the Alco Standard Corporation Stock Participant Plan (SPP) due to their transfer
of employment to Unijax Sloan to transfer their account balance from the SPP to
the Plan. During the second quarter 1993, 8,775 shares of Alco common stock,
with a market value of $433,467, were transferred to the Plan.
Information about the Plan is contained in the Summary Plan Description. Copies
of this document are available from the Plan Administrator.
5
<PAGE>
Alco Standard Corporation Capital Accumulation Plan
Notes to Financial Statements (continued)
3. INCOME TAXES
The Internal Revenue Services has ruled that the Plan qualifies under Section
401(a) of the Internal Revenue Code (IRC) and, therefore, the related trust is
not subject to tax under present income tax law. Once qualified, the Plan is
required to operate in conformity with the IRC to maintain its qualification.
The Trustees are not aware of any course of action or series of events that have
occurred that might adversely affect the Plan's qualified status.
4. INVESTMENTS
Individual investments that represent 5% or more of the fair value of net
assets available for benefits are as follows:
<TABLE>
<CAPTION>
SHARES
IDENTITY OF INVESTMENTS PAR VALUE COST MARKET VALUE
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
DECEMBER 31, 1994:
Massachusetts Mutual Life
Insurance Company Contract
GSA 10801 $ 5,091,487 principal $ 5,019,487 $ 5,019,487
Vanguard Investment Contract Trust 31,414,176 shares 31,414,176 31,414,176
Vanguard Index 500 Portfolio 307,411 shares 13,145,657 13,209,457
Alco Standard Corporation
common stock 257,751 shares 10,100,887 16,173,875
Georgia-Pacific Corporation
common stock 193,361 shares 9,787,088 13,825,311
DECEMBER 31, 1993:
Massachusetts Mutual Life Insurance
Company Contract GSA 10291 $ 5,500,168 principal 5,500,168 5,500,168
Connecticut General Life Insurance
Company Contract #35020 9,862,805 shares 9,862,805 9,862,805
Equitable Capital Management
Corporation 174 shares 3,036,768 6,134,414
Alco Standard Corporation
common stock 265,289 shares 10,138,616 14,524,658
</TABLE>
6
<PAGE>
Alco Standard Corporation Capital Accumulation Plan
Notes to Financial Statements (continued)
4. INVESTMENTS (CONTINUED)
The allocation of assets to the separate investment programs at December 31,
1994 and 1993 follows:
<TABLE>
<CAPTION>
ALCO GEORGIA-
FIXED INCOME EQUITY COMMON PACIFIC STOCK
FUND FUND CASH FUND STOCK FUND FUND
------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1994
ASSETS
Investments:
Cash equivalents $ 32,912 $ 4,322
Investment funds
Alco Standard Corporation
common stock 16,173,875
Georgia-Pacific Corporation
common stock 13,825,311
Participant loans
Other receivables 24,179 42,165
---------------------------------------------------------------------
Total assets 16,230,966 13,871,798
LIABILITIES
Accrued administrative expenses 10,095 37,379
---------------------------------------------------------------------
Net assets $16,220,871 $13,834,419
=====================================================================
1993
ASSETS
Cash $137,394
Investments:
Investment funds $15,362,973 $6,134,414
Alco Standard Corporation
common stock $14,524,658
Contributions receivable 737,292
Dividends receivable 65,002
------------------------------------------------------------------
Total assets $15,362,973 $6,134,414 $874,686 $14,589,660
==================================================================
</TABLE>
<TABLE>
<CAPTION>
INVESTMENT
BALANCED INDEX CONTRACT OTHER
FUND FUND FUND ASSETS TOTAL
------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1994
ASSETS
Investments:
Cash equivalents $ 37,234
Investment funds $1,244,443 $13,209,457 $36,505,663 50,959,563
Alco Standard Corporation
common stock 16,173,875
Georgia-Pacific Corporation
common stock 13,825,311
Participant loans $949,424 949,424
Other receivables 66,344
----------------------------------------------------------------
Total assets 1,244,443 13,209,457 36,505,663 949,424 82,011,751
LIABILITIES
Accrued administrative expenses 456 47,930
----------------------------------------------------------------
Net assets $1,244,443 $13,209,457 $36,505,207 $949,424 $81,963,821
================================================================
1993
ASSETS
Cash $ 137,394
Investments:
Investment funds 21,497,387
Alco Standard Corporation
common stock 14,524,658
Contributions receivable 737,292
Dividends receivable 65,002
----------------------------------------------------------------
Total assets $36,961,733
================================================================
</TABLE>
7
<PAGE>
Alco Standard Corporation Capital Accumulation Plan
Notes to Financial Statements (continued)
4. INVESTMENTS (CONTINUED)
The changes in net assets available for benefits for the year ended December 31,
1994 and 1993 were allocated among the investment programs as follows:
<TABLE>
<CAPTION>
ALCO GEORGIA-
FIXED INCOME EQUITY COMMON PACIFIC STOCK
FUND FUND CASH FUND STOCK FUND FUND
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net assets at January 1, 1993 $ 14,721,620 $ 5,039,328 $ 1,192,442 $ 6,686,710
Employer contributions 1,199,076
Employee contributions 3,347,506 108,974
Investment income 1,120,072 65,519 7,030 227,524
Benefit payments (2,111,862) (293,377)
Administrative expenses (10,572)
Realized and unrealized gain or
(loss) on investments 991,576 4,236,700
Transfer from affiliated plan 433,467
Interfund transfers (478,719) 37,991 (2,748,934) 3,189,662
-------------------------------------------------------------------------
Total assets at December 31, 1993 15,362,973 6,134,414 874,686 14,589,660
Transfer of assets from merged
plan $16,138,338
Investment income 998,065 7,550 2,025 268,387 340,397
Other income 85,631 450,686 1,005
Benefit payments (2,380,941) (348,334) (1,907,302) (2,162,981)
Administrative expenses (24,222) (9,917) (36) (50,977) (53,463)
Realized and unrealized gain or
(loss) on investments (427,496) 2,079,116 457,349
Interfund transfers (13,955,875) (5,704,551) (613,972) 791,301 (886,226)
-------------------------------------------------------------------------
Net assets at December 31, 1994 $ - $ - $ - $16,220,871 $13,834,419
=========================================================================
</TABLE>
<TABLE>
<CAPTION>
INVESTMENT
BALANCED INDEX CONTRACT OTHER
FUND FUND FUND ASSETS TOTAL
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net assets at January 1, 1993 $ 27,640,100
Employer contributions 1,199,076
Employee contributions 3,456,480
Investment income 1,420,145
Benefit payments (2,405,239)
Administrative expenses (10,572)
Realized and unrealized gain or
(loss) on investments 5,228,276
Transfer from affiliated plan 433,467
Interfund transfers -
-----------------------------------------------------------------------
Total assets at December 31, 1993 36,961,733
Transfer of assets from merged
plan $1,474,380 $ 9,521,289 $29,973,128 $1,302,458 $ 58,409,593
Investment income 43,403 397,755 1,505,310 65,831 3,628,723
Other income 75,396 170,418 79,360 25,151 887,647
Benefit payments (366,374) (2,927,654) (9,448,556) (169,146) (19,711,288)
Administrative expenses (1,642) (16,195) (44,132) - (200,584)
Realized and unrealized gain or
(loss) on investments (70,207) (50,765) 1,987,997
Interfund transfers 89,487 6,114,609 14,440,097 (274,870) -
-----------------------------------------------------------------------
Net assets at December 31, 1994 $1,244,443 $13,209,457 $36,505,207 $ 949,424 $ 81,963,821
=======================================================================
</TABLE>
8
<PAGE>
Alco Standard Corporation Capital Accumulation Plan
Notes to Financial Statements (continued)
5. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
<TABLE>
SEPTEMBER 30
1993
--------------
<S> <C>
Net assets available for benefits per the financial statements $ 36,961,733
Amounts allocated to withdraw participants 334,900
--------------
Net assets available for benefits per the Form 5500 $ 36,626,743
==============
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
Alco Standard Corporation Capital Accumulation Plan
Assets Held for Investment Purposes
December 31, 1994
DESCRIPTION
IDENTITY OF ISSUE OF INVESTMENT COST CURRENT VALUE
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH EQUIVALENTS:
Vanguard* Money Market
Reserve--Prime Portfolio Money market fund $ 37,234 $ 37,234
COMMON STOCK:
Alco Standard Corporation* Common stock 10,100,887 16,173,875
Georgia-Pacific Corporation Common stock 13,293,569 13,825,311
---------------------------------
Total common stock 23,394,456 29,999,186
INVESTMENT FUNDS:
Balanced Fund:
Vanguard* Balanced Index Equity and fixed
Fund income investments 1,289,959 1,244,443
Index Fund:
Vanguard* Index 500
Portfolio Equity investments 13,145,657 13,209,457
Investment Contract Fund:
Massachusetts Mutual Life
Insurance Company Guaranteed
Contract GSA #10801 investment contracts 5,091,487 5,091,487
Vanguard* Investment Guaranteed
Contract Trust investment contracts 31,414,176 31,414,176
---------------------------------
Total investment contract fund 36,505,663 36,505,663
---------------------------------
Total investment funds 50,941,279 50,959,563
Participant loans Participant loans at
various interest rates
ranging between 7%
and 9.5% 949,424
---------------------------------
$74,372,969 $81,945,407
=================================
</TABLE>
*Party-in-interest.
10
<PAGE>
Alco Standard Corporation Capital Accumulation Plan
Transactions or Series of Transactions in Excess of
5% of the Current Value of Plan Assets
Year ended December 31, 1994
<TABLE>
<CAPTION>
SELLING PRICE
PURCHASE OR NET GAIN
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE MATURITY VALUE COST (LOSS)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Category I--A single transaction in excess of 5% of plan assets
- ---------------------------------------------------------------
Massachusetts Mutual Life Purchased 5,650,539 shares of guaranteed
Insurance Company investment contract#GSA 10801 on
May 1, 1994 $5,650,539
Vanguard* Index 500 Purchased 143,347 shares on March 31, 1994
Portfolio
6,000,522
Vanguard* Investment Purchased 9,970,263 shares on March 31, 1994
Contract Trust 9,970,263
Alliance Capital Management Sold 173,489 shares on March 31, 1994
Corporation Growth Stock
Account $ 5,704,639 $ 6,132,135 $(427,496)
Connecticut General Life Sold 10,199,125 shares of guaranteed
Insurance Company investment contract GA#35020 on March 31,
1994 10,119,125 10,119,125 -
Massachusetts Mutual Life Sold 5,650,539 shares of Contract #GSA 10291
Insurance Company on April 30, 1994 5,650,539 5,650,539 -
</TABLE>
*Party-in-interest.
11
<PAGE>
Alco Standard Corporation Capital Accumulation Plan
Transactions or Series of Transaction in Excess of
5% of the Current Value of Plan Assets
Year Ended December 31, 1994
<TABLE>
<CAPTION>
SELLING PRICE
PURCHASE OR NET GAIN
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE MATURITY VALUE COST (LOSS)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Category III--A series of transaction in a security issue aggregating 5% of plan assets
- ---------------------------------------------------------------------------------------
Vanguard* Index 500 Vanguard Index 500
Portfolio Portfolio--
Purchased 405,808
shares in 78
transactions;
sold 98,397 shares in
177 transactions; $17,400,754 $ 4,228,833 $ 4,255,097 $ (26,264)
Vanguard* Investment Vanguard Investment
Contract Trust Contract Trust--
Purchased 44,659,275
shares in 286
transactions;
sold 13,245,099
shares in 303
transactions 44,659,275 13,245,099 13,245,099 -
Massachusetts Mutual Life Guaranteed investment
Insurance Company contract GSA#10291--
Purchased 150,371
shares in 3
transactions;
sold 5,650,539 shares
in 1 transaction; 150,371 5,650,539 5,650,539 -
Massachusetts Mutual Life Guaranteed investment
Insurance Company contract GSA#10801--
Purchased 5,939,068
shares in 9
transactions;
sold 847,581 shares
in 9 transaction; 5,939,068 847,581 847,581 -
Connecticut General Life Guaranteed investment
Insurance Company contract GA#35020--
Purchased 256,320
shares in 3
transactions;
sold 10,119,125
shares in 1
transaction; 256,320 10,119,125 10,119,125 -
Alliance Capital Management Growth Stock Account--
Corporation Growth Stock Purchased .23 shares
Account in 1 transaction;
sold 173,489 shares
in 1 transaction; 7,639 5,704,639 3,044,407 2,660,232
Alco Standard Corporation* Alco Standard
Corporation common
stock--
Purchased 34,612
shares in 53
transactions;
sold 42,150 shares in
101 transactions; 2,031,664 2,868,468 2,069,393 799,075
</TABLE>
Pursuant to Department of Labor Regulation Section 2520.103-6, there were no
Category II or IV reportable transactions during the year ended September 30,
1994.
12
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
has duly caused this annual report to be signed by the undersigned thereunto
duly authorized.
ALCO STANDARD CORPORATION
CAPITAL ACCUMULATION PLAN
By: /s/Nancy J. Heiden Dated: June 29, 1995
------------------
Nancy J. Heiden
Plan Administrator
<PAGE>
FORM 11-K
ALCO STANDARD CORPORATION
CAPITAL ACCUMULATION PLAN
FISCAL YEAR ENDED DECEMBER 31, 1994
INDEX TO EXHIBIT
----------------
Exhibit Number Description
- -------------- -----------
Exhibit 23 Consent of Independent Auditors
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-28763) pertaining to the Alco Standard Corporation Capital
Accumulation Plan (the "Plan") and in the related Prospectus of our report
dated May 19, 1995, with respect to the financial statements and schedules of
the Plan included in this Annual Report (Form 11-K) for the year ended December
31, 1994.
Philadelphia, Pennsylvania /s/ Ernst & Young, LLP
June 28, 1995
