<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 STOCK
PARTICIPATION 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
____________________
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REQUIRED INFORMATION
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a. Financial Statements. The following financial statements are
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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
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Exhibit 23 Consent of Independent Auditors
<PAGE>
Financial Statements and Schedules
Alco Standard Corporation
Stock Participation Plan
Years ended December 31, 1994 and 1993
with Report of Independent Auditors
<PAGE>
Alco Standard Corporation
Stock Participation 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 Assets Available for Benefits............................... 2
Statements of Changes in Assets Available for Benefits.................... 3
Notes to Financial Statements............................................. 4
Schedules
Assets Held for Investment Purposes....................................... 7
Transactions or Series of Transactions in Excess of
5% of the Current Value of Plan Assets.................................. 8
</TABLE>
<PAGE>
[LETTERHEAD OF ERNST & YOUNG LLP APPEARS HERE]
Report of Independent Auditors
Trustees of the Alco Standard Corporation
Stock Participation Plan
We have audited the accompanying statements of assets available for benefits of
the Alco Standard Corporation Stock Participation Plan as of December 31, 1994
and 1993, and the related statements of changes in 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 assets available for benefits of the Alco Standard
Corporation Stock Participation Plan at December 31, 1994 and 1993, and the
changes in its 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
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Alco Standard Corporation
Stock Participation Plan
Statements of Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 31
1994 1993
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<S> <C> <C>
ASSETS
Cash $ 216,030 $ 256,564
Investments at fair value:
Alco Standard Corporation common stock:
1994--4,825,701 shares; cost--$162,631,988;
1993--4,508,927 shares; cost--$127,279,793 302,812,738 246,863,753
Pre-retirement Fund 6,425,004 5,312,493
Interest income receivable 42,918 84,140
Contributions receivable 3,843,261 2,686,575
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Assets available for benefits $313,339,951 $255,203,525
===================================
</TABLE>
See accompanying notes.
2
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Alco Standard Corporation
Stock Participation Plan
Statements of Changes in Assets Available for Benefits
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1994 1993
-----------------------------------
<S> <C> <C>
Additions:
Employee contributions $ 32,721,911 $ 21,257,885
Employer contributions 20,776,773 13,384,986
Dividend income 4,687,707 4,330,665
Interest income 438,726 350,197
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Total additions 58,625,117 39,323,733
Deductions:
Benefits paid to participants 37,687,688 32,905,509
Administrative expenses 213,327 170,707
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Total deductions 37,901,015 33,076,216
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20,724,102 6,247,517
Realized and unrealized gain on
investments 37,412,324 82,535,585
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Net increase for the year 58,136,426 88,783,102
Assets available for benefits at
beginning of year 255,203,525 166,420,423
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Assets available for benefits at end of year $313,339,951 $255,203,525
===================================
</TABLE>
See accompanying notes.
3
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Alco Standard Corporation
Stock Participation Plan
Notes to Financial Statements
December 31, 1994
1. SIGNIFICANT ACCOUNTING POLICIES
Employee contributions and related employer required matching contributions are
recognized when amounts are withheld from the employees' pay.
The cost of investments in Alco Standard Corporation common stock represents the
amount paid less the average cost of stock distributions. The market value of
the investments is determined by use of the last reported sales price on the
last business day of the year, as reported on a national securities exchange.
The Pre-retirement Fund consists of investments in guaranteed investment
contracts. This Fund is managed jointly by an insurance company and two trust
companies.
Investments in the Pre-retirement Fund are valued at contract value, which
represents investments made under the contract, plus interest at the contract
rate, less funds used to pay retirement benefits and to pay for the manager's
administrative expenses.
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 PLAN
The Alco Standard Corporation Stock Participation Plan is a defined contribution
plan. With certain exceptions, participation is limited to full-time and part-
time personnel of Alco Standard Corporation and its domestic subsidiaries which
adopt the Plan.
Participants may elect to contribute on a pretax basis an amount which is not
less than 2% nor more than 6% of annual regular salaries or wages paid, so long
as such amount does not exceed the maximum allowable under the Internal Revenue
Code. Sponsoring units of Alco (employers) contribute an amount equal to two-
thirds of the participants' before-tax contributions. The employers'
contribution vests with the participant at 25% per year beginning with the
participant's second year of service so that full vesting occurs after five
years of service. The participant is also fully vested upon retirement, position
termination due to permanent shutdown of plant and department, total and
permanent disability, or death.
4
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Alco Standard Corporation
Stock Participation Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF PLAN (CONTINUED)
All contributions (and any dividends thereon) will be invested in Alco Standard
Corporation common stock except for the purpose of temporary investment pending
either the purchase of Alco Standard Corporation stock, the distribution of cash
from the Plan, or the elimination of fractional shares. For this purpose,
contributions not invested in Alco Standard Corporation stock can be invested in
cash equivalents. Once the participant reaches the age of 55, the participant
has the option to exchange a portion of the value of common stock for an
investment in a guaranteed investment contract.
The Company has the right to amend or terminate the Plan at any time. In the
event of Plan termination, the rights of affected participants shall be 100%
vested.
Administrative expenses of the Plan are paid by the Plan.
As of December 31, 1994 and 1993, there were 19,938 and 14,626 individuals
participating in the Plan, respectively.
Information about the Plan, including vesting and withdrawal provisions, is
contained in the Summary Plan Description, which is available from the Plan
Administrator.
3. INCOME TAX STATUS
The Internal Revenue Service has ruled that the Plan qualifies under section
401(a) of the Internal Revenue Code (IRC) and is, therefore, not subject to tax
under present income tax laws. 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. TRANSACTIONS WITH PARTIES IN INTEREST
During 1994 and 1993, respectively, the Plan purchased from Alco Standard
Corporation 992,290 shares (cost $56,828,922) and 816,560 shares (cost
$36,414,787) of its common stock. Amounts paid for these shares approximated the
average market price in the month of purchase.
5
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Alco Standard Corporation
Stock Participation 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>
<CAPTION>
DECEMBER 31,
1994 1993
------------------------------
<S> <C> <C>
Assets available for benefits per the financial statements $313,339,951 $255,203,525
Amounts allocated to withdrawn participants (2,599,224) (2,559,327)
------------------------------
Net assets available for benefits per the Form 5500 $310,740,727 $252,644,198
==============================
</TABLE>
The following is a reconciliation for benefits paid to participants per the
financial statements on the Form 5500:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1994
-----------------
<S> <C>
Benefits paid to participants per the financial statements $ 37,687,688
Add: amounts allocated to withdrawn participants at
December 31, 1994 2,599,224
Less: amounts allocated to withdrawn participants
at December 31, 1993 (2,559,327)
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Benefits paid to participants per the Form 5500 $ 37,727,585
=================
</TABLE>
Amounts allocated to withdrawn participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to year
end but not yet paid.
6
<PAGE>
Alco Standard Corporation
Stock Participation Plan
Assets Held for Investment Purposes
December 31, 1994
<TABLE>
<CAPTION>
DESCRIPTION CURRENT
IDENTITY OF ISSUE OF INVESTMENT COST VALUE
------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Alco Standard Corporation* Common stock -
4,825,701 shares $ 162,631,988 $ 302,812,738
Connecticut General Life Insurance Guaranteed Investment
Company Guaranteed Long-Term Fund Contracts
2,030,302 units 2,030,302 2,030,302
La Salle National Trust Company Income Fixed Income
Plus Fund Contracts
2,178,076 units 2,178,076 2,178,076
Fidelity Management Trust Company Fixed Income
Managed Income Portfolio Contracts
2,216,626 units 2,216,626 2,216,626
--------------------------------
$ 169,056,992 $ 309,237,742
================================
</TABLE>
* Party-in-interest.
7
<PAGE>
Alco Standard Corporation
Stock Participation 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
IDENTITY OF DESCRIPTION OR MATURITY NET GAIN
PARTY INVOLVED OF ASSETS PURCHASE PRICE VALUE COST OR (LOSS)
- -----------------------------------------------------------------------------------------------------------------------------------
Category III--A series of transactions in a security issue aggregating 5% of plan assets
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<S> <C> <C> <C> <C> <C>
Alco Standard Common Stock--purchased
Corporation* 992,290 shares in 24 transactions;
sold 675,516 shares in 12
transactions $56,828,922 $38,292,261 $21,476,727 $16,815,534
</TABLE>
Pursuant to DOL Regulation Section 2520.103-6, there were no category I, II, or
IV reportable transactions during 1994.
* Party-in-interest.
8
<PAGE>
SIGNATURES
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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 hereunto duly
authorized.
ALCO STANDARD CORPORATION
STOCK PARTICIPATION PLAN
------------------------
By: /s/Nancy J. Heiden Date: June 29, 1995
---------------------------------
Nancy J. Heiden
Plan Administrator
<PAGE>
FORM 11-K
ALCO STANDARD CORPORATION STOCK PARTICIPATION PLAN
FISCAL YEAR ENDED DECEMBER 31, 1994
INDEX TO EXHIBITS
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<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
Exhibit 23 Consent of Independent Auditors
</TABLE>
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-20479) pertaining to the Alco Standard Corporation Stock
Participation 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.
/s/ Ernst & Young, LLP
Philadelphia, Pennsylvania
June 28, 1995
