<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 15, 1996
Registration No.
________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION STATEMENT ON
FORM S-4
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
(610) 296-8000
J. KENNETH CRONEY, ESQUIRE Copies to:
Alco Standard Corporation RHONDA R. COHEN, ESQUIRE
Vice President and General Counsel Ballard Spahr Andrews & Ingersoll
P.O. Box 834 51st Floor, 1735 Market Street
Valley Forge, Pennsylvania 19482 Philadelphia, PA 19103-7599
(610) 296-8000 (215) 665-8500
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the Registration Statement becomes effective.
____________________
If the securities being registered on this Form are being offered
in connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box.[_]
____________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER UNIT* PRICE FEE
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------
Common stock 5,000,000 $50.25 $251,250,000 $86,637.93
without
par value
- --------------------------------------------------------------------------------
</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.
The Prospectus contained herein also relates to 1,479,376 shares of
common stock registered pursuant to Registration Statement No. 33-64739.
<PAGE>
ALCO STANDARD CORPORATION
Cross-Reference Sheet showing the location in the Prospectus of
information required to be included in the Prospectus pursuant to Item 501(b) of
Regulation S-K.
ITEM NUMBER AND CAPTION LOCATION IN PROSPECTUS
- ----------------------- ----------------------
A. Information about the Transaction
1. Forepart of Registration Statement and
Outside Front Cover Page of Prospectus Facing page of Form S-4; This
Cross-Reference Sheet; Outside
Front Cover Page of Prospectus
2. Inside Front and Outside Back
Cover Pages of Prospectus Available Information; The
Company
3. Risk Factors, Ratio of Earnings to Fixed
Charges and Other Information Outside Front Cover Page of
Prospectus; Selected Financial
Information
4. Terms of the Transaction Outside Front Cover Page of
Prospectus; Securities Covered
by this Prospectus; Plan of
Distribution
5. Pro Forma Financial
Information *
6. Material Contracts With the
Company Being Acquired *
7. Additional Information Required For
Reoffering by Persons and Parties
Deemed To Be Underwriters *
8. Interests of Named Experts and
Counsel Experts; Legal Matters
9. Disclosure of Commission
Position on Indemnification
for Securities Act Liabilities *
B. Information about the Registrant
10. Information with Respect to S-3
Registrants The Company
11. Incorporation of Certain
Information by Reference The Company; Documents
Incorporated by Reference
12. Information With Respect to S-2
or S-3 Registrants *
13. Incorporation of Certain
Information by Reference *
14. Information With Respect to Registrants
Other Than S-2 or S-3 Registrants *
C. Information about the Company Being
Acquired
15. Information With Respect to S-3
Companies *
16. Information With Respect to S-2
or S-3 Companies *
17. Information With Respect to
Companies Other Than S-2 or
S-3 Companies *
D. Voting and Management Information
18. Information if Proxies, Contents or
Authorization Are To Be Solicited *
19. Information if Proxies, Contents or
Authorizations Are Not To Be
Solicited in or in an Exchange Offer *
<PAGE>
PROSPECTUS
6,479,376 SHARES
ALCO STANDARD CORPORATION
COMMON STOCK
(NO PAR VALUE)
This Prospectus relates to the offer and sale from time to time by Alco
Standard Corporation, an Ohio corporation ("Alco" or the "Company"), or
its subsidiaries, of 6,479,376 shares of Alco's common stock, no par value (the
"Common Stock"), in exchange for shares of capital stock of other companies, or
in exchange for assets used in or related to the business of such companies. See
"SECURITIES COVERED BY THIS PROSPECTUS." Shares offered hereby may generally be
resold by the persons acquiring them without further registration under the
Securities Act of 1933. For further information on resales , see "RESALES" in
this Prospectus.
The Common Stock is listed and traded on the New York, Philadelphia and
Chicago Stock Exchanges under the symbol "ASN."
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.
<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. NEITHER THE PROSPECTUS NOR THE PROSPECTUS
SUPPLEMENT CONSTITUTES 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. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS NOT BEEN ANY
CHANGE IN THE FACTS SET FORTH OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT OR IN THE AFFAIRS OF ALCO SINCE SUCH
DATE.
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:
Northeast Regional Office, 7 World Trade Center, New York, New York 10048; and
Midwest 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. THIS PROSPECTUS
INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED HEREIN OR DELIVERED
HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON REQUEST FROM NANCY HICKS, CORPORATE
AFFAIRS DEPARTMENT, ALCO STANDARD CORPORATION, P.O. BOX 834, VALLEY FORGE, PA
19482, TELEPHONE (610) 296-8000.
Alco has filed with the Commission a Registration Statement on Form S-4
(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, which may be examined or copied at the offices of
the Commission. 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,
1995, its Quarterly Report on Form 10-Q for the quarter ended December 31, 1995,
its Current Report on Form 8-K dated December 11, 1995 and its Current Report on
Form 8-K dated March 4, 1996 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.
<PAGE>
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 documents). Requests for such copies should be directed to:
Corporate Affairs Department, Alco Standard Corporation, P.O. Box 834, Valley
Forge, Pennsylvania 19482 (telephone number: (610) 296-8000).
SECURITIES COVERED BY THIS PROSPECTUS
The shares of common stock covered by this Prospectus are available for use
in future acquisitions of other businesses or properties, which may be similar
or dissimilar to Alco's present activities. The consideration offered by Alco in
such acquisitions, in addition to the shares of common stock offered hereby, may
include cash, debt or other securities (which may be convertible into shares of
common stock covered by this Prospectus), or assumption by Alco of liabilities
of the business being acquired, or a combination thereof. It is contemplated
that the terms of acquisitions will be determined by negotiations between Alco
and the owners of the business or properties to be acquired, with Alco taking
into account the quality of management, the past and potential earnings power
and growth of the business or properties to be acquired, and other relevant
factors, and it is anticipated that shares of common stock issued in
acquisitions will be valued at a price reasonably related to the market value of
the common stock either at the time the terms of the acquisition are tentatively
agreed upon or at or about the time or times of delivery of the shares.
PLAN OF DISTRIBUTION
Shares of common stock will be offered in connection with Alco's or a
subsidiary's acquisition of other businesses or properties from time to time as
described above. A maximum of 6,479,376 shares of common stock may be sold
pursuant to this Prospectus. These shares will ordinarily represent
consideration paid directly upon the acquisition of businesses or properties.
The shares may also include shares to be delivered upon the exercise or
satisfaction of conversion or purchase rights which are created in connection
with acquisitions or which were previously created or assumed by the companies
whose businesses or properties were acquired.
RESALES
Shares offered hereby may generally be resold by the persons acquiring them
without further registration under the Securities Act of 1933 (the "Act"),
unless such persons are "affiliates" or "underwriters" within the meaning of the
Act.
Any person receiving shares offered hereby who is an "affiliate" of Alco
may be subject to certain limitations on resale. An "affiliate" is a person who
directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with the Company. In the absence of a
special relationship between Alco and a person who receives shares from Alco in
an acquisition transaction (such as election of such person to Alco's board of
directors or ownership by such person of a significant percentage of Alco's
outstanding common stock), such a person generally would not be considered an
"affiliate" of Alco within the meaning of the Act. Therefore, the limitations on
resale applicable to affiliates would not apply to such person.
<PAGE>
Any person receiving shares offered hereby who is an "underwriter" of Alco
may also be subject to certain limitations upon resale. An "underwriter"
includes a person who purchases Alco shares with a view to the distribution of
such shares. Although an "underwriter" may otherwise be subject to certain
resale limitations, if such person complies with the "safe harbor" provisions of
Rule 145(d), he or she may freely resell shares so long as certain conditions
are met. For example, a person who receives shares of common stock from Alco in
a typical acquisition transaction is deemed to be an "underwriter" as defined by
the Act, but such person is generally free to sell such shares at any time by
complying with Rule 145(d), which requires that the amount of common stock which
may be sold by such person in any three-month period may not exceed the greater
of (i) 1% of the Alco common stock outstanding as shown by the most recent
report or statement published by Alco, or (ii) the average weekly trading volume
in Alco common shares reported on the NYSE Composite Tape during the four
calendar weeks preceding the order to sell. Such sales must also be made in
"brokers' transactions," which are ordinary sales through a broker acting as
agent without special commission arrangements or selling efforts.
In order for affiliates or underwriters not protected by Rule 145(d) to
resell shares offered hereby, Alco would have to agree 1) to provide an opinion
to the effect that an exemption applies to such resale, 2) to amend the
registration statement of which this prospectus is a part to permit such
resales, or 3) to file a new registration statement which includes the shares
proposed to be resold. Unless a written agreement obligates Alco to do so, there
is no assurance that Alco will agree to provide such opinion, amendment or
registration.
USE OF PROCEEDS
The proceeds of the sale of shares offered hereby, to the extent such
proceeds consist of the assets of acquired businesses, will be added to the
assets of Alco or a subsidiary. Cash proceeds, if any, will be added to the
general funds of Alco or a subsidiary and may be used for general corporate
purposes, including capital expenditures and working capital requirements.
THE COMPANY
Alco is a marketing, distribution and services company with operations in
two primary businesses: IKON Office Solutions, Inc. ("IKON") (formerly Alco
Office Products, Inc.) 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.
IKON is the largest independent copier distribution network in North
America and the United Kingdom, with a growing presence in Europe. IKON sells,
rents and leases copiers, fax machines and digital office equipment. IKON also
provides equipment services and supplies, facilities management, specialized
document copying services and systems networking. Through its captive leasing
company, IKON finances equipment leases for customers of IKON companies
throughout the United States, Canada and the United Kingdom.
Unisource is North America's largest marketer and distributor of paper and
imaging products and supply systems, which includes disposable paper and plastic
products, packaging systems and maintenance supplies. Unisource has facilities
in every major metropolitan market in the United States, in every province of
Canada and in Mexico. Unisource focuses on five market segments: commercial
printing, business imaging, general manufacturing, food processing and retail
grocery.
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.
<PAGE>
RECENT DEVELOPMENTS
On February 6, 1996, Alco confirmed that it is considering the
possibility of establishing IKON and Unisource as separate public companies,
stating that, as separately capitalized and managed companies, IKON and
Unisource may have better long-term growth prospects than under common
ownership. No timetable has been established for finalizing any decisions
concerning such a transaction.
SELECTED FINANCIAL INFORMATION
The following annual data has been derived from financial statements
audited by Ernst & Young LLP, independent auditors. Consolidated balance sheets
at September 30, 1995 and September 30, 1994 and the related consolidated
statements of income, cash flows and changes in shareholders' equity for each of
the three fiscal years in the period ended September 30, 1995, and the related
auditor's report, appear in the Company's 1995 Annual Report to Shareholders,
portions of which are incorporated by reference in the Company's Annual Report
on Form 10-K for the year ended September 30, 1995. Interim data presented are
unaudited, but management believes that all adjustments necessary for a fair
presentation have been made. Operating results for the three months ended
December 31, 1995 are not necessarily indicative of the results that may be
expected for the year ending September 30, 1996. The information set forth below
should be read in conjunction with the financial statements and discussion
included in the Form 10-K and in the Form 10-Q for the quarter ended December
31, 1995 incorporated by reference in this Prospectus.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED DECEMBER 31, FISCAL YEAR ENDED SEPTEMBER 30,
---------------------- ---------------------------------------------------------------
1995 1994 1995 1994 1993 1992 1991
---------- ---------- ---------- ---------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
REVENUES:
Net Sales............... $2,533,617 $2,160,791 $9,794,186 $7,925,784 $6,387,078 $4,882,908 $4,481,324
Dividends, Interest and
Other Income........... 1,014 870 4,621 3,537 6,332 3,292 6,088
Finance Subsidiaries.... 31,795 19,940 93,019 66,731 51,149 38,936 28,565
---------- ---------- ---------- ---------- ---------- ---------- ----------
2,566,426 2,181,601 9,891,826 7,996,052 6,444,559 4,925,136 4,515,977
---------- ---------- ---------- ---------- ---------- ---------- ----------
COSTS AND EXPENSES:
Cost of Goods Sold...... 1,849,436 1,606,209 7,326,721 5,884,819 4,799,757 3,638,494 3,390,246
Selling and
Administrative......... 586,495 479,274 2,109,148 1,765,483 1,378,814 1,069,602 946,756
Interest................ 14,327 11,950 55,838 43,802 40,189 31,680 37,426
Finance Subsidiaries
Interest............... 14,809 9,619 40,216 27,978 23,662 19,523 15,747
---------- ---------- ---------- ---------- ---------- ---------- ----------
2,465,067 2,107,052 9,531,923 7,722,082 6,242,422 4,759,299 4,390,175
---------- ---------- ---------- ---------- ---------- ---------- ----------
Restructuring Costs..... (175,000)
Loss from Unconsolidated
Affiliate.............. (117,158) (2,538)
Investment Gain, Net.... 6,683
---------- ---------- ---------- ---------- ---------- ---------- ----------
Income From Continuing
Operations Before
Taxes.................. 101,359 74,549 359,903 156,812 24,599 172,520 125,802
Taxes on Income......... 39,944 29,080 140,630 86,203 16,984 68,303 49,160
---------- ---------- ---------- ---------- ---------- ---------- ----------
Income From Continuing
Operations............. 61,415 45,469 219,273 70,609 7,615 104,217 76,642
Income (Loss) From
Discontinued
Operations, Net of
Income Taxes........... (16,541) (7,515) (8,455) 40,939
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net Income.............. 61,415 45,469 202,732 70,609(1) 100 (2) 95,762 117,581
---------- ---------- ---------- ---------- ---------- ---------- ----------
Preferred Dividends..... 7,664 2,893 15,209 11,572 9,571
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net Income (Loss)
Available to Common
Shareholders........... $ 53,751 $ 42,576 $ 187,523 $ 59,037(1) $ (9,471)(2) $ 95,762 $ 117,581
========== ========== ========== ========== ========== ========== ==========
EARNINGS (LOSS) PER
SHARE(3):
Continuing Operations... $ 0.47 $ 0.38 $ 1.81 $ 0.55(1) $ (.02)(2) $ 1.11 $ 0.85
Discontinued Operations. (.14) (.08) (0.09) 0.45
---------- ---------- ---------- ---------- ---------- ---------- ----------
$ 0.47 $ 0.38 $ 1.67 $ 0.55 $ (.10) $ 1.02 $ 1.30
========== ========== ========== ========== ========== ========== ==========
Dividends Per Share(3).. $ 0.14 $ 0.13 $ 0.52 $ 0.50 $ 0.48 $ 0.46 $ 0.44
BALANCE SHEET DATA (AT
PERIOD END):
Working Capital......... $1,064,402 $ 708,126 $ 770,490 $ 653,546 $ 556,551 $ 496,037 $ 515,956
Total Assets............ 5,141,859 3,777,327 4,737,575 3,502,258 3,348,890 2,444,761 2,020,571
Total Debt, Excluding
Finance Subsidiaries... 925,377 716,361 632,465 445,069 794,318 481,686 304,245
Total Debt of Finance
Subsidiaries........... 908,168 525,539 817,585 464,882 413,092 300,509 220,666
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Debt............. 1,833,545 1,241,900 1,450,050 909,951 1,207,410 782,195 524,911
Shareholders' Equity.... 1,917,117 1,375,078 1,868,537 1,367,144 1,020,616 860,363 821,195
</TABLE>
____________
(1) Includes a pretax charge of $115 million ($95 million net of taxes or
$0.88 per share for the fiscal year) for the sale of the Company's
investment in IMM Office Systems GmbH, a European distributor of office
products.
(2) Includes a pretax charge of $175 million ($113 million net of taxes or
$1.19 per share) for Unisource restructuring costs.
(3) Adjusted to give retroactive effect to a two-for-one stock split effected
on November 9, 1995.
DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK
Alco is currently authorized to issue 150,000,000 shares of common stock
and 2,135,878 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. One series of serial preferred stock is outstanding (Series BB Preferred
Stock), 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.
PREFERRED STOCK. The Series BB preferred stock is entitled to payment of
annual per share dividends of $504.00 ($5.04 per Depositary Share).
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 purchased in compromise of claims, or to prevent loss on doubtful
debts and except in the case of shares purchased out of the proceeds of the sale
of common stock or other shares ranking junior to the serial preferred stock
received by Alco:
(a) Unless all accrued and unpaid dividends on shares of serial preferred
stock, including the full dividends for the then quarterly dividend period,
shall have been paid or declared and funds sufficient for payment thereof set
apart; and
(b) Unless there shall be no arrearages with respect to redemption of
shares of 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.
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.
<PAGE>
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's debt or assets (other than cash).
PREFERRED SHARE 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 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
<PAGE>
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 not 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 vote or written consent of at least a
majority of the outstanding shares of preferred stock voting as a class.
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 Series BB
preferred stock and the depositary shares representing such stock are not
redeemable.
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. Series BB preferred shares are convertible at the
option of the holder at a rate of 163.93 shares of common stock per share
(1.6393 shares of common stock per depositary share) until October 1, 1998, at
which time each share will automatically convert to a number of shares of common
stock determined by an exchange rate which will vary based on the market price
of the common stock at that time, and which will range from 1.6393 to 2.0 shares
of common stock 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 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 Series BB preferred stock are entitled to receive $7,737.50 ($77.375
per depositary share) per share plus accrued unpaid dividends. The serial
preferred stock has priority over the common stock on any liquidation,
<PAGE>
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 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
incorporated by reference in Alco Standard's Annual Report (Form 10-K) for the
year ended September 30, 1995 and the related financial statement schedule
included therein, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon incorporated therein by reference 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 20. 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.
<PAGE>
ITEM 21. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
3.1 Amended and Restated Articles of Incorporation of Alco Standard
Corporation ("Alco"), filed as Exhibit 3.1 to Alco's 1995 Form 10-K, are
incorporated herein by reference.
3.2 Code of Regulations of Alco.
4.1 1993 Credit Agreement, dated as of September 30, 1993, among Alco, IKON
Office Solutions (U.K.) (formerly Alco Office Products (U.K.)) and
various institutional lenders, filed as Exhibit 4.1 to Alco's 1993 Form
10-K, is incorporated herein by reference.
4.2 Revolving Credit and Acceptance Agreement, dated as of April 21, 1993,
among Alco, Unisource Canada Inc. and The Toronto Dominion Bank, filed as
Exhibit 4.2 to Alco's 1993 Form 10-K, is incorporated herein by
reference. Amendment No. 1 to Revolving Credit and Acceptance Agreement,
filed as Exhibit 4.2 to Alco's 1994 Form 10-K, is incorporated herein by
reference.
4.3 Credit Agreement, dated December 1, 1994, among Alco and various
institutional lenders, filed as Exhibit 4.8 to Alco's Registration
Statement No. 33-56437, is incorporated herein by reference. Amendment
No. 1 dated February 1, 1995, filed as Exhibit 4.3 to Alco's 1995 Form
10-K, is incorporated herein by reference.
4.4 Receivables Purchase Agreement and Guarantee between PCA Paper
Acquisition Inc., Stars Trust, Alco and Bank of Montreal, filed as
Exhibit 4.4 to Alco's 1992 Form 10-K, is incorporated herein by
reference. Amendment dated September 30, 1994 to Receivables Purchase
Agreement, filed as Exhibit 4.4 to Alco's 1994 Form 10-K, is incorporated
herein by reference.
4.5 Credit Agreement dated as of October 13, 1995 among IKON Office Solutions
Canada, Inc. (formerly Alco Office Systems Canada, Inc.), Deutsche Bank
Canada, Chemical Bank of Canada and Royal Bank of Canada, filed as
Exhibit 4.5 to Alco's 1995 Form 10-K, is incorporated herein by
reference.
4.6 Participation Agreement dated as of November 8, 1994 among Unisource
Worldwide, Inc. and IKON Office Solutions, Inc. (formerly Alco Office
Systems, Inc.) as Lessees, Alco, as Guarantor, PPI SPV, L.P., as Lessor.
Pitcairn SPV Inc., as General Partner of Lessor and Trust Company Bank,
as Lender and Agent, filed as Exhibit 4.6 to Alco's 1995 Form 10-K, is
incorporated herein by reference.
4.7 Rights Agreement dated as of February 10, 1988 between Alco and National
City Bank, filed on February 11, 1988 as Exhibit 1 to Alco's Registration
Statement on Form 8-A, is incorporated herein by reference.
4.8 Assumption Agreement and Amended and Restated Note Agreement dated as of
May 13, 1994 between Alco and the Prudential Insurance Company of
America, filed as Exhibit 4.5 to Alco's 1994 10-K, is incorporated herein
by reference. Amendment No. 1 dated September 30, 1995, filed as Exhibit
4.8 to Alco's 1995 Form 10-K, is incorporated herein by reference.
4.9 Note Purchase Agreement between Alco and various purchasers dated July
15, 1995 for $55 million in 7.15% Notes due November 15, 2005, filed as
Exhibit 4.9 to Alco's 1995 Form 10-K, is incorporated herein by
reference.
<PAGE>
4.10 Note Purchase Agreement, dated as of June 15, 1986 between Alco and
certain institutional investors, filed as Exhibit 4.2 to Alco's Current
Report dated July 1, 1988 on Form 8-K, is incorporated herein by
reference.
4.11 Pursuant to Regulation S-K item 601(b)(iii), Alco agrees to furnish to
the Commission, upon request, a copy of other instruments defining the
rights of holders of long-term debt of Alco and its subsidiaries.
5 Opinion of Ballard Spahr Andrews & Ingersoll with respect to the legality
of the securities being registered.
7 Opinion of Ballard Spahr Andrews & Ingersoll with respect to the
liquidation preference of preferred stock.
10.1 Alco Standard Corporation Amended and Restated Long Term Incentive
Compensation Plan, filed as Exhibit 10.2 to Registration Statement
No. 33-64739, is incorporated herein by reference.
10.2 Alco Standard Corporation Annual Bonus Plan, filed as Exhibit 10.3 to
Alco's 1994 Form 10-K, is incorporated herein by reference.
10.3 Alco Standard Corporation Partners' Stock Purchase Plan, filed as Exhibit
10.4 to Alco's 1994 Form 10-K, is incorporated herein by reference.
10.4 Alco Standard Corporation Amended and Restated 1986 Stock Option Plan,
filed as Exhibit 10.6 to Alco's 1995 Form 10-K, is incorporated herein by
reference.
10.5 Alco Standard Corporation 1989 Directors' Stock Option Plan, filed as
Exhibit 10.3 to Alco's 1992 Form 10-K, is incorporated herein by
reference.
10.6 Alco Standard Corporation 1993 Directors' Stock Option Plan, filed as
Exhibit 10.7 to Alco's 1993 Form 10-K, is incorporated herein by
reference.
10.7 Alco Standard Corporation 1995 Stock Option Plan, filed as Exhibit 94 to
Alco's Registration Statement No. 33-56469 on Form S-8, is incorporated
herein by reference.
10.8 Alco Standard Corporation 1980 Deferred Compensation Plan, filed as
Exhibit 10.7 to Alco's 1992 Form 10-K, is incorporated herein by
reference.
10.9 Alco Standard Corporation 1985 Deferred Compensation Plan, filed as
Exhibit 10.8 to Alco's 1992 Form 10-K, is incorporated herein by
reference.
10.10 Alco Standard Corporation 1991 Deferred Compensation Plan, filed as
Exhibit 10.9 to Alco's 1992 Form 10-K, is incorporated herein by
reference.
10.11 Alco Standard Corporation Retirement Plan for Non-Employee Directors,
filed as Exhibit 10.10 to Alco's 1992 Form 10-K, is incorporated herein
by reference.
10.12 Alco Standard Corporation Amended and Restated 1994 Deferred Compensation
Plan, filed as Exhibit 10.14 to Alco's 1995 Form 10-K, is incorporated
herein by reference.
10.13 Alco Standard Corporation Executive Deferred Compensation Plan, filed as
Exhibit 10.13 to Registration Statement No. 33-64739, is incorporated
herein by reference.
<PAGE>
10.14 Indenture, dated as of April 1, 1986 between Alco and the Chase Manhattan
Bank, N.A., as Trustee, filed as Exhibit 4.1 to Alco's Registration
Statement No. 30-4829, is incorporated herein by reference.
10.15 Support Agreement dated as of June 1, 1994 between Alco and IKON Capital,
Inc. (formerly Alco Capital Resource, Inc.), filed as Exhibit 10.4 to
IKON Capital's Amended Registration Statement on Form 12G/A dated May 27,
1994, is incorporated herein by reference.
10.16 Maintenance Agreement, dated as of August 15, 1991 between Alco and IKON
Capital, Inc. (formerly Alco Capital Resource, Inc.), filed as Exhibit
10.2 to IKON Capital's Registration Statement on Form 10 dated May 4,
1994, is incorporated herein by reference.
10.17 Operating Agreement, dated as of August 15, 1991 between Alco and IKON
Capital, Inc. (formerly Alco Capital Resource, Inc.), filed as Exhibit
10.3 to IKON Capital's Registration Statement on Form 10 dated May 4,
1994, is incorporated herein by reference.
10.18 Agreement effective January 1, 1994 between Unisource Worldwide, Inc. and
Integrated Systems Solution Corporation, a subsidiary of IBM, portions of
which contain confidential material, filed as Exhibit 10.20 to Alco's
1994 Form 10-K/A filed on March 17, 1995, is incorporated herein by
reference.
10.19 Receivables Transfer Agreement dated as of September 23, 1994 among IKON
Capital, Inc. (formerly Alco Capital Resource, Inc.), Twin Towers, Inc.
and Deutsche Bank AG, New York Branch, portions of which contain
confidential material, filed as Exhibit 10.21 to Alco's 1994 Form 10-K/A
filed on March 17, 1995, is incorporated herein by reference.
10.20 Distribution Agreement dated as of July 1, 1995 between IKON Capital,
Inc. (formerly Alco Capital Resource, Inc.) and various distribution
agents, filed as Exhibit 10.21 to Alco's 1995 Form 10-K, is incorporated
herein by reference.
10.21 Indenture dated as of July 1, 1994 between IKON Capital, Inc. (formerly
Alco Capital Resource, Inc.) and The Bank of New York, Company, Inc., as
successor Trustee, filed as Exhibit 4 to IKON Capital's Registration
Statement No. 33-53779, is incorporated herein by reference.
10.22 Indenture dated as of July 1, 1995 between IKON Capital, Inc. (formerly
Alco Capital Resource, Inc.) and Chemical Bank, N.A., as Trustee, filed
as Exhibit 10.23 to Alco's 1995 Form 10-K, is incorporated herein by
reference.
11 Statement re: Computation of earnings per share.
21 Subsidiaries of Alco.
23 Auditors' Consent.
24 Powers of Attorney.
24.1 Certified resolution re: Powers of Attorney.
27 Financial Data Schedule.
<PAGE>
ITEM 22. 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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective 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 to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
The undersigned registrant hereby undertakes to supply by means of a post-
effective amendment all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in the
registration statement when it became effective.
The undersigned registrant hereby undertakes as follows: that prior to any
public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
The registrant undertakes that every prospectus (i) that is filed pursuant
to the immediately preceding paragraph, or (ii) that purports to meet the
requirements of section 10(a)(3) of the Act and is used in connection with an
offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes 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.
<PAGE>
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 foregoing provisions,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
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement on Form S-4 to be signed
on its behalf by the undersigned, thereunto duly authorized, in Valley Forge,
Pennsylvania, on the dates set forth below.
ALCO STANDARD CORPORATION
Date: March 14, 1996 By:
------------------------------
(Michael J. Dillon)
Vice President and Controller
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Act of 1934, this
Registration Statement has been signed below on March 14, 1996 by the following
persons on behalf of the registrant and in the capacities indicated.
SIGNATURE TITLE DATE
--------- ----- ----
*JOHN E. STUART Chairman, President and March 14, 1996
- ------------------------------
(John E. Stuart) Chief Executive Officer
(Principal Executive Officer)
*JAMES J. FORESE Executive Vice President, March 14, 1996
- -------------------------
(James J. Forese) Chief Operating Officer and a
Director
(Principal Financial Officer)
Vice President and Controller March 14, 1996
______________________________
(Michael J. Dillon) (Principal Accounting Officer)
*RAY B. MUNDT Director March 14, 1996
- ------------------------------
(Ray B. Mundt)
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
*PAUL J. DARLING, II Director March 14, 1996
- ----------------------------------
(Paul J. Darling, II)
*WILLIAM F. DRAKE, JR. Director March 14, 1996
- ----------------------------------
(William F. Drake, Jr.)
*FREDERICK S. HAMMER Director March 14, 1996
- ----------------------------------
(Frederick S. Hammer)
*BARBARA BARNES HAUPTFUHRER Director March 14, 1996
- ----------------------------------
(Barbara Barnes Hauptfuhrer)
*DANA G. MEAD Director March 14, 1996
- ----------------------------------
(Dana G. Mead)
*PAUL C. O'NEILL Director March 14, 1996
- ----------------------------------
(Paul C. O'Neill)
*ROGELIO G. SADA Director March 14, 1996
- ----------------------------------
(Rogelio G. Sada)
*JAMES W. STRATTON Director March 14, 1996
- ----------------------------------
(James W. Stratton)
*By his signature set forth below, Hugh G. Moulton, pursuant to duly
executed Powers of Attorney duly filed with the Securities and Exchange
Commission, has signed this Registration Statement on behalf of the persons
whose signatures are printed above, in the capacities set forth opposite their
respective names.
March 14, 1996
__________________________________
(Hugh G. Moulton)
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
3.1 Amended and Restated Articles of Incorporation of Alco Standard
Corporation ("Alco"), filed as Exhibit 3.1 to Alco's 1995 Form 10-K, are
incorporated herein by reference.
3.2 Code of Regulations of Alco.
4.1 1993 Credit Agreement, dated as of September 30, 1993, among Alco, IKON
Office Solutions, (U.K.) (formerly Alco Office Products (U.K.)) and
various institutional lenders, filed as Exhibit 4.1 to Alco's 1993 Form
10-K, is incorporated herein by reference.
4.2 Revolving Credit and Acceptance Agreement, dated as of April 21, 1993,
among Alco, Unisource Canada Inc. and The Toronto Dominion Bank, filed as
Exhibit 4.2 to Alco's 1993 Form 10-K, is incorporated herein by
reference. Amendment No. 1 to Revolving Credit and Acceptance Agreement,
filed as Exhibit 4.2 to Alco's 1994 Form 10-K, is incorporated herein by
reference.
4.3 Credit Agreement, dated December 1, 1994, among Alco and various
institutional lenders, filed as Exhibit 4.8 to Alco's Registration
Statement No. 33-56437, is incorporated herein by reference. Amendment
No. 1 dated February 1, 1995, filed as Exhibit 4.3 to Alco's 1995 Form
10-K, is incorporated herein by reference.
4.4 Receivables Purchase Agreement and Guarantee between PCA Paper
Acquisition Inc., Stars Trust, Alco and Bank of Montreal, filed as
Exhibit 4.4 to Alco's 1992 Form 10-K, is incorporated herein by
reference. Amendment dated September 30, 1994 to Receivables Purchase
Agreement, filed as Exhibit 4.4 to Alco's 1994 Form 10-K, is incorporated
herein by reference.
4.5 Credit Agreement dated as of October 13, 1995 among IKON Office Solutions
Canada, Inc. (formerly Alco Office Systems Canada, Inc.), Deutsche Bank
Canada, Chemical Bank of Canada and Royal Bank of Canada, filed as
Exhibit 4.5 to Alco's 1995 Form 10-K, is incorporated herein by
reference.
4.6 Participation Agreement dated as of November 8, 1994 among Unisource
Worldwide, Inc. and IKON Office Solutions, Inc. (formerly Alco Office
Products, Inc.) as Lessees, Alco, as Guarantor, PPI SPV, L.P., as Lessor.
Pitcairn SPV Inc., as General Partner of Lessor and Trust Company Bank,
as Lender and Agent, filed as Exhibit 4.6 to Alco's 1995 Form 10-K, is
incorporated herein by reference.
4.7 Rights Agreement dated as of February 10, 1988 between Alco and National
City Bank, filed on February 11, 1988 as Exhibit 1 to Alco's Registration
Statement on Form 8-A, is incorporated herein by reference.
4.8 Assumption Agreement and Amended and Restated Note Agreement dated as of
May 13, 1994 between Alco and the Prudential Insurance Company of
America, filed as Exhibit 4.5 to Alco's 1994 10-K, is incorporated herein
by reference. Amendment No. 1 dated September 30, 1995, filed as Exhibit
4.8 to Alco's 1995 Form 10-K, is incorporated herein by reference.
4.9 Note Purchase Agreement between Alco and various purchasers dated July
15, 1995 for $55 million in 7.15% Notes due November 15, 2005, filed as
Exhibit 4.9 to Alco's 1995 Form 10-K, is incorporated herein by
reference.
<PAGE>
4.10 Note Purchase Agreement, dated as of June 15, 1986 between Alco and
certain institutional investors, filed as Exhibit 4.2 to Alco's Current
Report dated July 1, 1988 on Form 8-K, is incorporated herein by
reference.
4.11 Pursuant to Regulation S-K item 601(b)(iii), Alco agrees to furnish to
the Commission, upon request, a copy of other instruments defining the
rights of holders of long-term debt of Alco and its subsidiaries.
5 Opinion of Ballard Spahr Andrews & Ingersoll with respect to the legality
of the securities being registered.
7 Opinion of Ballard Spahr Andrews & Ingersoll with respect to the
liquidation preference of preferred stock.
10.1 Alco Standard Corporation Amended and Restated Long Term Incentive
Compensation Plan, filed as Exhibit 10.2 to Registration Statement No.
33-64739, is incorporated herein by reference.
10.2 Alco Standard Corporation Annual Bonus Plan, filed as Exhibit 10.3 to
Alco's 1994 Form 10-K, is incorporated herein by reference.
10.3 Alco Standard Corporation Partners' Stock Purchase Plan, filed as Exhibit
10.4 to Alco's 1994 Form 10-K, is incorporated herein by reference.
10.4 Alco Standard Corporation Amended and Restated 1986 Stock Option Plan,
filed as Exhibit 10.6 to Alco's 1995 Form 10-K, is incorporated herein by
reference.
10.5 Alco Standard Corporation 1989 Directors' Stock Option Plan, filed as
Exhibit 10.3 to Alco's 1992 Form 10-K, is incorporated herein by
reference.
10.6 Alco Standard Corporation 1993 Directors' Stock Option Plan, filed as
Exhibit 10.7 to Alco's 1993 Form 10-K, is incorporated herein by
reference.
10.7 Alco Standard Corporation 1995 Stock Option Plan, filed as Exhibit 94 to
Alco's Registration Statement No. 33-56469 on Form S-8, is incorporated
herein by reference.
10.8 Alco Standard Corporation 1980 Deferred Compensation Plan, filed as
Exhibit 10.7 to Alco's 1992 Form 10-K, is incorporated herein by
reference.
10.9 Alco Standard Corporation 1985 Deferred Compensation Plan, filed as
Exhibit 10.8 to Alco's 1992 Form 10-K, is incorporated herein by
reference.
10.10 Alco Standard Corporation 1991 Deferred Compensation Plan, filed as
Exhibit 10.9 to Alco's 1992 Form 10-K, is incorporated herein by
reference.
10.11 Alco Standard Corporation Retirement Plan for Non-Employee Directors,
filed as Exhibit 10.10 to Alco's 1992 Form 10-K, is incorporated herein
by reference.
10.12 Alco Standard Corporation Amended and Restated 1994 Deferred Compensation
Plan, filed as Exhibit 10.14 to Alco's 1995 Form 10-K, is incorporated
herein by reference.
10.13 Alco Standard Corporation Executive Deferred Compensation Plan, filed as
Exhibit 10.13 to Registration Statement No. 33-64739, is incorporated
herein by reference.
<PAGE>
10.14 Indenture, dated as of April 1, 1986 between Alco and the Chase Manhattan
Bank, N.A., as Trustee, filed as Exhibit 4.1 to Alco's Registration
Statement No. 30-4829, is incorporated herein by reference.
10.15 Support Agreement dated as of June 1, 1994 between Alco and IKON Capital,
Inc. (formerly Alco Capital Resource, Inc.), filed as Exhibit 10.4 to
IKON Capital Resource's Amended Registration Statement in Form 12G/A
dated May 27, 1994, is incorporated herein by reference.
10.16 Maintenance Agreement, dated as of August 15, 1991 between Alco and IKON
Capital, Inc. (formerly Alco Capital Resource, Inc.), filed as Exhibit
10.2 to IKON Capital's Registration Statement on Form 10 dated May 4,
1994, is incorporated herein by reference.
10.17 Operating Agreement, dated as of August 15, 1991 between Alco and IKON
Capital, Inc. (formerly Alco Capital Resource, Inc.), filed as Exhibit
10.3 to IKON Capital's Registration Statement on Form 10 dated May 4,
1994, is incorporated herein by reference.
10.18 Agreement effective January 1, 1994 between Unisource Worldwide, Inc. and
Integrated Systems Solution Corporation, a subsidiary of IBM, portions of
which contain confidential material, filed as Exhibit 10.20 to Alco's
1994 Form 10-K/A filed on March 17, 1995, is incorporated herein by
reference.
10.19 Receivables Transfer Agreement dated as of September 23, 1994 among IKON
Capital, Inc. (formerly Alco Capital Resource, Inc.), Twin Towers, Inc.
and Deutsche Bank AG, New York Branch, portions of which contain
confidential material, filed as Exhibit 10.21 to Alco's 1994 Form 10-K/A
filed on March 17, 1995, is incorporated herein by reference.
10.20 Distribution Agreement dated as of July 1, 1995 between IKON Capital,
Inc. (formerly Alco Capital Resource, Inc.) and various distribution
agents, filed as Exhibit 10.21 to Alco's 1995 Form 10-K, is incorporated
herein by reference.
10.21 Indenture dated as of July 1, 1994 between IKON Capital, Inc. (formerly
Alco Capital Resource, Inc.) and The Bank of New York, Company, Inc. as
successor Trustee, filed as Exhibit 4 to IKON Capital's Registration
Statement No. 33-53779, is incorporated herein by reference.
10.22 Indenture dated as of July 1, 1995 between IKON Capital, Inc. (formerly
Alco Capital Resource, Inc.) and Chemical Bank, N.A., as Trustee, filed
as Exhibit 10.23 to Alco's 1995 Form 10-K, is incorporated herein by
reference.
10.24 Indenture dated December 11, 1995 between Alco and First Fidelity Bank,
N.A., filed as Exhibit 4 to Alco's Current Report on Form 8-K dated
December 11, 1995, is incorporated herein by reference.
11 Statement re: Computation of earnings per share.
21 Subsidiaries of Alco.
23 Auditors' Consent.
24 Powers of Attorney.
24.1 Certified resolution re: Powers of Attorney.
27 Financial Data Schedule.
<PAGE>
EXHIBIT 5
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL]
March 14, 1996
Alco Standard Corporation
P.O. Box 834
Valley Forge, PA 19482
Ladies and Gentlemen:
We have acted as counsel to Alco Standard Corporation ("Alco") in
connection with the filing of a Registration Statement on Form S-4 (the
"Registration Statement") to register under the Securities Act of 1933, as
amended, 5,000,000 shares of its Common Stock (the "Shares") for offering from
time to time in connection with the acquisition of businesses and properties by
Alco and its subsidiaries. The Shares may be presently authorized but unissued
shares or shares held as treasury shares at the time of their delivery. In this
connection we have made such investigation and reviewed such documents as we
deem necessary in the circumstances to render the following opinion.
Based upon such investigation and review, it is our opinion that the
Shares have been duly authorized for issue, and when (i) their issuance is
authorized by the Board of Directors of Alco in transactions of the type and for
the consideration described in the Registration Statement and (ii) they are
issued or delivered upon receipt of such consideration, such Shares will be
legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to this opinion and to our firm in
the prospectus included therein.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll
<PAGE>
EXHIBIT 7
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL]
March 14, 1996
Alco Standard Corporation
P.O. Box 834
Valley Forge, PA 19482
Ladies and Gentlemen:
In connection with the filing by Alco Standard Corporation ("Alco") of a
registration statement on Form S-4 with respect to the registration of 5,000,000
shares of its Common Stock (no par value) (the "Registration Statement") to be
issued from time to time by Alco in connection with acquisitions of businesses
and properties by Alco and its subsidiaries, we have been requested to furnish
our opinion as to whether any preference upon liquidation provided in shares of
Serial Preferred Stock (no par value) of Alco places any restrictions upon
Alco's surplus if such preference exceeds the stated or carrying value of such
shares.
In this connection we have reviewed Alco's Articles of Incorporation and
the relevant provisions of the Ohio General Corporation Law, particularly
Sections 1701.30, 1701.32 and 1701.33, Revised Code of Ohio. Under the Articles
of Incorporation of Alco the Board of Directors is empowered to fix the
liquidation preference of each series of Serial Preferred Stock in the event of
any liquidation, dissolution or winding up, which preference may exceed the
stated or carrying value of such shares on the books of Alco.
In our opinion, there are no restrictions upon the payment of dividends or
other distributions out of Alco's surplus solely by reason of the excess of the
liquidation preference over the stated or carrying value of shares of Serial
Preferred Stock and there are no remedies available to security holders before
or after the payment of any dividend or distribution by Alco solely because such
dividend may reduce its surplus to an amount less than the amount of such
excess.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll
<PAGE>
EXHIBIT 11
- ----------
ALCO STANDARD CORPORATION
COMPUTATIONS OF EARNINGS PER SHARE
(IN THOUSANDS, EXCEPT EARNINGS PER SHARE)
<TABLE>
<CAPTION>
1995 1994
----------------------- ---------------------
FULLY FULLY
PRIMARY DILUTED(1) PRIMARY DILUTED(1)
--------- ----------- ------- -----------
<S> <C> <C> <C> <C>
THREE MONTHS ENDED DECEMBER 31
AVERAGE SHARES OUTSTANDING
Common shares(2) 112,361 112,361 108,762 108,762
Preferred stock
Senior Securities 8,694 9,016
Convertible loan notes 380
Options 2,229 2,300 2,078 2,282
--------- ---------- --------- ---------
Total shares 114,590 123,735 110,840 120,060
========= ========== ========= =========
INCOME
Net Income $ 61,415 $ 61,415 $ 45,469 $ 45,469
Less: Preferred dividends 7,664 4,885 2,893
--------- ---------- --------- ---------
Net income available to common shareholder $ 53,751 $ 56,530 $ 42,576 $ 45,469
========= ========== ========= =========
EARNINGS PER SHARE $0.47 $0.46 $0.38 $0.38
========= ========== ========= =========
</TABLE>
(1) This calculation is submitted in accordance with Regulation S-K Item 601 (b)
(11) although not required by footnote 2 to paragraph 14 of APB Opinion No.
15 because it results in dilution of less than 3%.
(2) Adjusted to give retroactive effect to a two-for-one stock split effected
November 9, 1995.
<PAGE>
Exhibit 21
SUBSIDIARIES OF ALCO STANDARD CORPORATION
-----------------------------------------
The registrant is Alco Standard Corporation ("Alco"), an Ohio corporation, which
has no parent. The following sets forth information with respect to Alco's
subsidiaries as of February 29, 1996.
<TABLE>
<CAPTION>
State or other
jurisdiction of
% Voting Securities incorporation or
Subsidiary Owned (by whom) organization
- ---------- -------------------- ---------------
<S> <C> <C>
Alco Realty, Inc. (ARI) 100% Alco Delaware
Alco Canada Realty, Inc. 100% ARI Canada
375347 British Columbia Ltd. 100% ARI Canada
Alco Cash Management Company 100% Alco Delaware
The Alco Standard Foundation 100% Alco Pennsylvania
Alco-Texas Realty, Inc. 100% Alco Texas
Chesterbrook Insurance Limited 100% Alco Bermuda
MDR Corporation (MDR) 100% Alco Delaware
AOP Brands, Inc. 100% MDR Delaware
IKON Office Solutions, Inc. (AOS) 100% MDR Delaware
AOS North America, Inc. 100% IKON Delaware
Alco Office Systems-Canada, Inc.` 100% AOS North America, Inc. Canada
IKON Capital, Inc. 100% IKON Georgia
Alco Office Products (UK) Plc (AOPUK) 100% IKON England
Erskine House Group PLC (EHGPLC) 100% AOPUK England
Erskine Limited 100% EHGPLC England
Office Group, Inc. 100% IKON Delaware
Office Products, Inc. 100% IKON Delaware
Office World Trade, Inc. 100% IKON Florida
Alco Standard Acquisition Capital Corporation 100% MDR Delaware
Alco Standard Ltd. 100% MDR Delaware
Alco Standard Petroleum Corporation 100% MDR Delaware
Alco Venture Capital Company 100% MDR Delaware
Unisource Worldwide, Inc. (UWI) 100% MDR Delaware
Paper Corporation of North America (PCNA) 100% UWI Delaware
Unisource Distribuidora, S.A. de C.V. 99% PCNA and 1% UWI Mexico
3813 Holdings, Ltd. 100% PCNA Canada
Unisource Canada, Inc. 100% PCNA Canada
Unisource Brands, Inc. 100% UWI Delaware
Unisource Direct, Inc. 100% UWI Delaware
Unisource International, Inc. 100% UWI Delaware
Unisource Realty, Inc. 100% UWI Delaware
Unisource Sales Corporation 100% UWI Delaware
Partners Securities Company 100% Alco Delaware
TDFC Corporation 100% Alco Delaware
Upshur Coals Corporation 100% Alco West Virginia
1148189 Ontario Inc. 100% Alco Canada
</TABLE>
<PAGE>
EXHIBIT 23
Consent of Ernst & Young LLP, Independent Auditors
We consent to the reference to our firm under the captions "Experts" and
"Selected Financial Information" in the Registration Statement (Form S-4) and
related Prospectus (for 6,479,376 shares of common stock) of Alco Standard
Corporation for the registration of 5,000,000 shares of its common stock and to
the incorporation by reference therein of our report dated October 17, 1995
(except for the stock split described in Note 1, as to which the date is
November 9, 1995), with respect to the consolidated financial statements and
schedule of Alco Standard Corporation incorporated by reference in its Annual
Report (Form 10-K) for the year ended September 30, 1995, filed with the
Securities and Exchange Commission.
Ernst & Young LLP
Philadelphia, Pennsylvania
March 14, 1996
<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, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-4, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 14th day of March, 1996.
SIGNED: /s/PAUL J. DARLING, II
----------------------------
<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, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-4, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 14th day of March, 1996.
SIGNED: /s/WILLIAM F. DRAKE, JR.
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is Executive Vice President, Chief
Operating Officer and a Director of Alco Standard Corporation ("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-4, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 14th day of March, 1996.
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 Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-4, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 14th day of March, 1996.
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 Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as her attorneys-in-fact, each with the power of
substitution, to execute, on her behalf the foregoing registration statement on
Form S-4, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 14th day of March, 1996.
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 Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-4, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 14th day of March , 1996.
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, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-4, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 14th day of March, 1996.
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 Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-4, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 14th day of March, 1996.
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 Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-4, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 14th day of March, 1996.
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 Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-4, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 14th day of March, 1996.
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 Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-4, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 14th day of March, 1996.
SIGNED: /s/JOHN E. STUART
--------------------
<PAGE>
Exhibit 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 10, 1995, and that such resolutions
are, 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 Hugh G. Moulton, J. Kenneth Croney and Michael J.
Dillon 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; 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, I have hereunto set my hand this 14th day of March,
1996.
/s/ J. KENNETH CRONEY
--------------------------------
(J. Kenneth Croney)
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF ALCO STANDARD AND SUBSIDIARIES AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 67,231,000
<SECURITIES> 0
<RECEIVABLES> 1,170,199,000
<ALLOWANCES> 38,269,000
<INVENTORY> 886,298,000
<CURRENT-ASSETS> 2,268,326,000
<PP&E> 738,068,000
<DEPRECIATION> 347,511,000
<TOTAL-ASSETS> 5,141,859,000<F1>
<CURRENT-LIABILITIES> 1,203,924,000
<BONDS> 783,039,000
0
482,954,000
<COMMON> 688,430,000
<OTHER-SE> 745,733,000
<TOTAL-LIABILITY-AND-EQUITY> 5,141,859,000<F2>
<SALES> 2,533,617,000
<TOTAL-REVENUES> 2,566,426,000
<CGS> 1,849,436,000
<TOTAL-COSTS> 1,864,245,000<F3>
<OTHER-EXPENSES> 586,495,000<F4>
<LOSS-PROVISION> 6,708,000
<INTEREST-EXPENSE> 14,327,000
<INCOME-PRETAX> 101,359,000
<INCOME-TAX> 39,944,000
<INCOME-CONTINUING> 61,415,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 61,415,000
<EPS-PRIMARY> 0.47
<EPS-DILUTED> 0.46
<FN>
<F1>Includes Finance Subsidieares assets (primarily lease receivables) of
$1,098,156,000
<F2>Includes Finance Subsidiaries liabilities (primarily debt) of $961,850,000
<F3>Includes Finance Subsidiaries interest of $14,809,000
<F4>Represents selling, general, and administrative expenses.
</FN>
</TABLE>
