<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 5, 1996
REGISTRATION NO. 33-64739
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-4 TO
REGISTRATION STATEMENT
ON FORM S-1
UNDER
THE SECURITIES ACT OF 1933
----------------
ALCO STANDARD CORPORATION
----------------
OHIO 23-0334400
(STATE OR OTHER (I.R.S. EMPLOYER
JURISDICTION OF IDENTIFICATION NO.)
INCORPORATION OR
ORGANIZATION)
P.O. BOX 834
VALLEY FORGE, PENNSYLVANIA 19482
(610) 296-8000
J. KENNETH CRONEY, ESQUIRE
ALCO STANDARD CORPORATION
VICE PRESIDENT AND GENERAL COUNSEL
P.O. BOX 834
VALLEY FORGE, PENNSYLVANIA 19482
(610) 296-8000
COPIES TO:
RHONDA R. COHEN, ESQUIRE
BALLARD SPAHR ANDREWS & INGERSOLL
51ST FLOOR, 1735 MARKET STREET
PHILADELPHIA, PA 19103-7599
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the Post- Effective Amendment to 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. [_]
This Post-Effective Amendment on Form S-4 amends the registrant's
Registration Statement No. 38-64739 on Form S-1, which was declared effective
on December 13, 1995.
----------------
THE REGISTRANT HEREBY AMENDS THIS POST-EFFECTIVE AMENDMENT TO REGISTRATION
STATEMENT NO. 33-64739 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 POST-EFFECTIVE AMENDMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR
UNTIL THIS POST-EFFECTIVE AMENDMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
================================================================================
<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.
<TABLE>
<CAPTION>
ITEM NUMBER AND CAPTION LOCATION IN PROSPECTUS
----------------------- ----------------------
<C> <S> <C>
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 Data
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 Contacts 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............... *
Information about the Company Being
C. 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,
Consents or Authorizations Are
to Be Solicited............... *
19. Information if Proxies,
Consents or Authorizations Are
Not To Be Solicited in or in
an Exchange Offer............. *
</TABLE>
- --------
* Information in response to this Item is not included in the Prospectus since
the Item is inapplicable or the answer thereto is in the negative.
<PAGE>
PROSPECTUS January , 1996
[LOGO OF ALCO STANDARD CORPORATION APPEARS HERE]
10,000,000 SHARES COMMON STOCK
(NO PAR VALUE)
This Prospectus relates to the offer and sale from time to time by Alco
Standard Corporation ("Alco") or its subsidiaries of 10,000,000 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 properties or other
assets used in or related to the business of such companies. These shares will
ordinarily represent consideration paid directly upon the acquisition of such
companies, properties or other assets, but may also include shares to be
delivered upon the exercise or satisfaction of conversion or purchase rights.
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" on page 3 of 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 ANY
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 THE 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: New York
Regional Office, Room 1228, 75 Park Place, New York, New York 10007; and
Chicago Regional Office, Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60621. Copies of such material can also be
obtained from the Public Reference Section of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. Such material can also be inspected at the New York, Philadelphia, and
Chicago Stock Exchanges on which Alco's common stock is listed.
Alco has filed with the Commission a Registration Statement on Form S-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.
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 number 610-296-8000.
DOCUMENTS INCORPORATED BY REFERENCE
Alco's annual report on Form 10-K for the fiscal year ended September 30,
1995 is 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 common stock purchase rights, is also incorporated herein by reference.
All documents filed by Alco pursuant to Sections 13(a), 13(c), 14, or 15(d)
of the 1934 Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the common stock shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. This Prospectus does not contain all
information set forth in the Registration Statement and exhibits thereto which
Alco has filed with the Commission and to which reference is made hereby.
2
<PAGE>
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 companies, or in exchange for properties or
other assets used in or related to the business of such companies. The
companies, properties or other assets to be acquired 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 companies, properties or assets to be
acquired, taking into account the quality of management, past and potential
earning power and growth, and other relevant factors. 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 companies, properties or other assets from
time to time as described above. A maximum of 10,000,000 shares of Common Stock
may be sold pursuant to this Prospectus. These shares will ordinarily represent
consideration paid directly upon the acquisition of such companies, properties
or other assets, but 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
businesses whose companies, properties or assets 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"), in
accordance with the following provisions:
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 Alco. 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.
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 common shares 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 shares
which may be sold by such person in any three-month period may not exceed the
greater of (i) 1% of the Alco
3
<PAGE>
common shares 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 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 any affiliate (or any underwriter 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 properties or assets of acquired companies, 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: Alco Office Products ("AOP") and Unisource Worldwide,
Inc. ("Unisource"). The address of Alco's principal executive offices is P.O.
Box 834, Valley Forge, Pennsylvania 19482, telephone number (610) 296-8000.
AOP is the largest independent copier distribution network in North America
and the United Kingdom, with a growing presence in Europe. AOP sells, rents
and leases copiers, fax machines and other automated office equipment. AOP
also provides equipment services and supplies, reprographic facilities
management and specialized document copying services. Through its captive
leasing company, AOP finances equipment leases for customers of AOP companies
throughout the United States, 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.
4
<PAGE>
ALCO STANDARD CORPORATION AND SUBSIDIARIES
SELECTED FINANCIAL DATA
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. The
information set forth below should be read in conjunction with the financial
statements and discussion included in the Form 10-K incorporated by reference
in the accompanying Prospectus.
<TABLE>
<CAPTION>
FISCAL YEAR ENDED SEPTEMBER 30,
---------------------------------------------------------------
1995 1994 1993 1992 1991
---------- ---------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA AND RATIOS)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
REVENUES:
Net Sales............... $9,794,186 $7,925,784 $6,387,078 $4,882,908 $4,481,324
Dividends, Interest and
Other Income........... 4,621 3,537 6,332 3,292 6,088
Finance Subsidiaries.... 93,019 66,731 51,149 38,936 28,565
---------- ---------- ---------- ---------- ----------
9,891,826 7,996,052 6,444,559 4,925,136 4,515,977
---------- ---------- ---------- ---------- ----------
COSTS AND EXPENSES:
Cost of Goods Sold...... 7,326,721 5,884,819 4,799,757 3,638,494 3,390,246
Selling and
Administrative......... 2,109,148 1,765,483 1,378,814 1,069,602 946,756
Interest................ 55,838 43,802 40,189 31,680 37,426
Finance Subsidiaries
Interest............... 40,216 27,978 23,662 19,523 15,747
---------- ---------- ---------- ---------- ----------
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.................. 359,903 156,812 24,599 172,520 125,802
Taxes on Income......... 140,630 86,203 16,984 68,303 49,160
---------- ---------- ---------- ---------- ----------
Income From Continuing
Operations............. 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.............. 202,732 70,609(1) 100 (2) 95,762 117,581
---------- ---------- ---------- ---------- ----------
Preferred Dividends..... 15,209 11,572 9,571
---------- ---------- ---------- ---------- ----------
Net Income (Loss)
Available to Common
Shareholders........... $ 187,523 $ 59,037(1) $ (9,471)(2) $ 95,762 $ 117,581
========== ========== ========== ========== ==========
EARNINGS (LOSS) PER
SHARE(5):
Continuing Operations... $ 1.81 $ 0.55(1) $ (.02)(2) $ 1.11 $ 0.85
Discontinued
Operations............. (.14) (.08) (0.09) 0.45
---------- ---------- ---------- ---------- ----------
$ 1.67 $ 0.55 $ (.10) $ 1.02 $ 1.30
========== ========== ========== ========== ==========
Dividends Per Share(5).. $ 0.52 $ 0.50 $ 0.48 $ 0.46 $ 0.44
BALANCE SHEET DATA (AT
PERIOD END):
Working Capital......... $ 770,490 $ 653,546 $ 556,551 $ 496,037 $ 515,956
Total Assets............ 4,737,575 3,502,258 3,348,890 2,444,761 2,020,571
Total Debt, Excluding
Finance Subsidiaries... 632,465 445,069 794,318 481,686 304,245
Total Debt of Finance
Subsidiaries........... 817,585 464,882 413,092 300,509 220,666
---------- ---------- ---------- ---------- ----------
Total Debt............. 1,450,050 909,951 1,207,410 782,195 524,911
Shareholders' Equity.... 1,868,537 1,367,144 1,020,616 860,363 821,195
RATIO OF EARNINGS TO
COMBINED FIXED
CHARGES:(3)
Including Captive
Finance Subsidiaries .. 3.8 3.7 1.3(4) 3.5 2.8
Excluding Captive
Finance Subsidiaries .. 4.7 4.4 1.4(4) 4.2 3.3
</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) For purposes of calculating this ratio, earnings consist of income from
continuing operations before provisions for income taxes and excluding the
loss from unconsolidated affiliate, plus fixed charges. Fixed charges
include interest expense on indebtedness and an estimate of the interest
component of rental expense. The first ratio gives effect to the
consolidation of the captive finance subsidiaries of Alco Office Products.
The second ratio excludes the income from continuing operations before
provision for income taxes and the fixed charges attributable to those
captive finance subsidiaries.
(4) The 1993 ratios include the Unisource $175 million ($113 million net of
taxes) restructuring charge; if the restructuring charge were excluded for
1993, the ratios would be 3.3 (including captive finance subsidiaries) and
4.2 (excluding captive finance subsidiaries).
(5) Adjusted to give retroactive effect to a two-for-one stock split effected
on November 9, 1995.
5
<PAGE>
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. On January 25, 1996, Alco's shareholders will vote on a proposal to
increase the authorized number of common shares from 150,000,000 to
300,000,000. The common stock is subject to the express terms of the serial
preferred stock. Two series of serial preferred stock are outstanding, and
additional series may be authorized by the board of directors.
DIVIDEND RIGHTS
Common Stock. Dividends and other distributions of assets may be made with
respect to the common stock from time to time by the board of directors within
the limits and from the sources permitted by law after payment or provision
for payment of all accrued and unpaid dividends (which are cumulative) on the
serial preferred stock, so long as there is no default in any sinking fund
provisions for the serial preferred stock.
Preferred Stock. The serial preferred stock is entitled to payment of annual
per share dividends as follows: Series AA, $237.50 ($2.375 per Depositary
Share) through January 2, 1996 and $325.00 ($3.25 per Depositary Share)
thereafter; and Series BB, $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 purchases in compromise of claims, or to prevent loss on
doubtful debts and except in the case of shares purchases out of the proceeds
of the sale of common stock or other shares ranking junior to the serial
preferred stock received by Alco, subsequent to January 1, 1968):
(a) Unless all accrued and unpaid dividends on shares of serial preferred
stock, including the full dividends for the ten quarterly dividend period,
shall have been paid or declared and funds sufficient for payment thereof
set apart; and
(b) Unless there shall be no arrearages with respect to redemption of
shares of serial preferred stock from any sinking fund provided therefor.
No dividends may be paid upon or declared or set apart for any of the serial
preferred stock for any quarterly dividend period unless at the same time a
like proportionate dividend for the same quarterly dividend period, ratably in
proportion to the respective annual dividend rates fixed therefor, shall be
paid upon or declared or set apart for all serial preferred stock of all
series then issued and outstanding and entitled to receive such dividend.
PREEMPTIVE RIGHTS
Common Stock. The holders of common stock do not have any preemptive right
to purchase or have offered to them for purchase any shares or other
securities of Alco.
Preferred Stock. The only preemptive right of holders of serial preferred
stock is to participate in certain distributions, if any were to be made by
Alco, to holders of common stock of options or rights to acquire common stock,
or of evidences of Alco'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
6
<PAGE>
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 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
7
<PAGE>
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 AA
preferred stock and the depositary shares representing such stock are not
redeemable prior to January 9, 1996. On and after January 9, 1996 and until
January 9, 2000, the Series AA preferred stock will be redeemable, in whole or
in part, at the option of Alco, for such number of shares of common stock as
are issuable at a conversion price of $22.32 per share of common stock
(equivalent to an approximate conversion rate of 2.2402 shares of common stock
for each depositary share), subject to adjustment in certain circumstances.
Alco may exercise this option only if for 20 trading days within any period of
30 consecutive days, including the last trading day of such 30 trading day
period, the closing price of the Common Stock on the New York Stock Exchange
("NYSE") exceeds $29.02, subject to adjustment in certain circumstances.
Subject to the market price of the common stock, Alco intends to exercise its
option to redeem all of the Series AA preferred stock as soon as practicable
after January 9, 1996. On and after January 9, 2000 (if the option to redeem
is not previously exercised by Alco), the Series AA preferred stock will be
redeemable, in whole or in part at the option of Alco, for cash at a
redemption price equivalent to $50.00 per depositary share, plus accrued and
unpaid dividends. The Series AA preferred stock is not entitled to the benefit
of any sinking fund.
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. Each outstanding depositary share of Series AA
preferred stock is convertible at any time prior to the close of business on
the redemption date thereof at a conversion price of $22.32 per share of
common stock ( equivalent to an approximate conversion rate of 2.2402 shares
of common stock per depositary share). 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 of a share 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 common stock
issuable upon the exercise of outstanding stock options are similarly subject
to proportionate adjustment in such events. Shares of serial preferred stock
which have been converted must be retired and may not be reissued.
8
<PAGE>
LIQUIDATION RIGHTS
Common Stock. The holders of common stock are entitled pro rata to the
assets of Alco in the event of voluntary or involuntary liquidation, subject
to the rights of creditors and the rights of the holders of the serial
preferred stock to receive certain per share amounts plus accrued unpaid
dividends.
Preferred Stock. In the event of voluntary or involuntary liquidation, the
holders of preferred stock are entitled to receive the following per share
amounts plus accrued unpaid dividends: Series AA, $5,000.00 ($50 per
depositary share; and Series BB, $7,737.50 ($77.375 per depositary share). The
serial preferred stock has priority over the common stock on any liquidation,
dissolution or winding up to the extent of the liquidation price plus any
accrued unpaid dividends. The directors have authority in establishing any
series to determine the liquidation price for each series in the event of any
liquidation, dissolution or winding up.
LIABILITY FOR ASSESSMENT
Outstanding shares of the common and serial preferred stock 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.
9
<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.
ITEM 21. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
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,
is incorporated herein by reference.
3.2 Code of Regulations of Alco, as amended February 9, 1982, filed as
Exhibit 3(b) to Alco's 1982 Form 10-K, is incorporated herein by
reference.
4.1 1993 Credit Agreement, dated as of September 30, 1993, among Alco,
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. I 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.
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
4.5 Credit Agreement dated as of October 13, 1995 among 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 AOP, 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.
4.9 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 Form 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.
4.10 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 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.
10.2 Alco Standard Corporation Long Term Incentive Compensation Plan, as
amended.
10.3 Alco Standard Corporation Annual Bonus Plan, filed as Exhibit 10.3 to
Alco's 1994 Form 10-K, is incorporated herein by reference.
10.4 Alco Standard Corporation Partners' Stock Purchase Plan, filed as
Exhibit 10.4 to Alco's 1994 Form 10-K, is incorporated herein by
reference.
10.5 Alco Standard Corporation 1981 Stock Option Plan, filed as Exhibit
10.5 to Alco's 1992 Form 10-K, is incorporated herein by reference.
10.6 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.
10.7 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.
10.8 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.
10.9 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.
10.10 Alco Standard Corporation 1980 Deferred Compensation Plan, filed as
Exhibit 10.7 to Alco's 1992 Form 10-K, is incorporated herein by
reference.
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
10.11 Alco Standard Corporation 1985 Deferred Compensation Plan, filed as
Exhibit 10.8 to Alco's 1992 Form 10-K, is incorporated herein by
reference.
10.12 Alco Standard Corporation 1991 Deferred Compensation Plan, filed as
Exhibit 10.9 to Alco's 1992 Form 10-K, is incorporated herein by
reference.
10.13 Alco Standard Corporation Executive Deferred Compensation Plan.
10.14 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.
10.15 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.
10.16 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.
10.17 Support Agreement dated as of June 1, 1994 between Alco and Alco
Capital Resource, Inc. (Alco's leasing subsidiary), filed as Exhibit
10.4 to Alco Capital Resource's Amended Registration Statement in Form
10-12G/A dated May 27, 1994, is incorporated herein by reference.
10.18 Maintenance Agreement, dated as of August 15, 1991 between Alco and
Alco Capital Resource, Inc. (Alco's leasing subsidiary), filed as
Exhibit 10.2 to Alco Capital Resource's Registration Statement on Form
10 dated May 4, 1994, is incorporated herein by reference.
10.19 Operating Agreement, dated as of August 15, 1991 between Alco and Alco
Capital Resource, Inc. (Alco's leasing subsidiary), filed as Exhibit
10.3 to Alco Capital Resource's Registration Statement on Form 10
dated May 4, 1994, is incorporated herein by reference.
10.20 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.
10.21 Receivables Transfer Agreement dated as of September 23, 1994 Among
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.
10.22 Distribution Agreement dated as of July 1, 1995 between 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.
10.23 Indenture dated as of July 1, 1994 between Alco Capital Resource, Inc.
and Nations Bank, N.A., as Trustee, filed as Exhibit 4 to Alco Capital
Resource's Registration Statement No. 33-53779, is incorporated herein
by reference.
10.24 Indenture dated as of July 1, 1995 between 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, filed as Exhibit 11
to Alco's 1995 Form 10-K, is incorporated herein by reference.
21 Subsidiaries of Alco, filed as Exhibit 21 to Alco's 1995 Form 10-K, is
incorporated herein by reference.
23 Auditors' Consent.
24 Powers of Attorney.*
24.1 Certified resolution re: Powers of Attorney.
27 Financial Data Schedule.*
</TABLE>
- --------
* Previously Filed
II-3
<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;
(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.
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
II-4
<PAGE>
the Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted against the registrant by such
director, officer or controlling persons in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
II-5
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS POST-EFFECTIVE AMENDMENT ON FORM S-4 TO
REGISTRATION STATEMENT NO. 33-64739 ON FORM S-1 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: January 5, 1996 By: /s/ Michael J. Dillon
----------------------------------
(MICHAEL J. DILLON)
VICE PRESIDENT AND CONTROLLER
(PRINCIPAL ACCOUNTING OFFICER)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
POST-EFFECTIVE AMENDMENT ON FORM S-4 TO REGISTRATION STATEMENT NO. 33-64739 ON
FORM S-1 HAS BEEN SIGNED BELOW ON JANUARY 5, 1996 BY THE FOLLOWING PERSONS ON
BEHALF OF THE REGISTRANT AND IN THE CAPACITIES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
*John E. Stuart Chairman, President January 5, 1996
- ------------------------------------- and Chief Executive
(JOHN E. STUART) Officer (Principal
Executive Officer)
and a Director
*James J. Forese Executive Vice January 5, 1996
- ------------------------------------- President, Chief
(JAMES J. FORESE) Operating Officer,
Acting Chief
Financial Officer
and a Director
/s/ Michael J. Dillon Vice President and January 5, 1996
- ------------------------------------- Controller
(MICHAEL J. DILLON) (Principal
Accounting Officer)
*Ray B. Mundt Director January 5, 1996
- -------------------------------------
(RAY B. MUNDT)
*J. Mahlon Buck, Jr. Director January 5, 1996
- -------------------------------------
(J. MAHLON BUCK, JR.)
*Paul J. Darling, II Director January 5, 1996
- -------------------------------------
(PAUL J. DARLING, II)
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
*William F. Drake, Jr. Director January 5, 1996
- -------------------------------------
(WILLIAM F. DRAKE, JR.)
*Frederick S. Hammer Director January 5, 1996
- -------------------------------------
(FREDERICK S. HAMMER)
*Barbara Barnes Hauptfuhrer Director January 5, 1996
- -------------------------------------
(BARBARA BARNES HAUPTFUHRER)
*Dana G. Mead Director January 5, 1996
- -------------------------------------
(DANA G. MEAD)
*Paul C. O'Neill Director January 5, 1996
- -------------------------------------
(PAUL C. O'NEILL)
*Rogelio G. Sada Director January 5, 1996
- -------------------------------------
(ROGELIO G. SADA)
*James W. Stratton Director January 5, 1996
- -------------------------------------
(JAMES W. STRATTON)
</TABLE>
* 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 Post-Effective Amendment on Form S-4 to Registration
Statement No. 33-64739 on Form S-1 on behalf of the persons whose signatures
are printed above, in the capacities set forth opposite their respective
names.
<TABLE>
<S> <C>
/s/ Hugh G. Moulton January 5, 1996
- -------------------------------------
(HUGH G. MOULTON)
</TABLE>
II-7
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION OF EXHIBIT NO.
------- ---------------------- ----
<C> <S> <C>
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, is incorporated herein by reference.
3.2 Code of Regulations of Alco, as amended February 9, 1982, filed
as Exhibit 3(b) to Alco's 1982 Form 10-K, is incorporated
herein by reference.
4.1 1993 Credit Agreement, dated as of September 30, 1993, among
Alco, 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. I 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 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 AOP, 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 I to
Alco's Registration Statement on Form 8-A, is incorporated
herein by reference.
4.9 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.
4.10 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.*
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION OF EXHIBIT NO.
------- ---------------------- ----
<C> <S> <C>
10.1 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.
10.2 Alco Standard Corporation Long Term Incentive Compensation
Plan, as amended.
10.3 Alco Standard Corporation Annual Bonus Plan, filed as Exhibit
10.3 to Alco's 1994 Form
10-K, is incorporated herein by reference.
10.4 Alco Standard Corporation Partners' Stock Purchase Plan, filed
as Exhibit 10.4 to Alco's 1994 Form 10-K, is incorporated
herein by reference.
10.5 Alco Standard Corporation 1981 Stock Option Plan, filed as
Exhibit 10.5 to Alco's 1992 Form 10-K, is incorporated herein
by reference.
10.6 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.
10.7 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.
10.8 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.
10.9 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.
10.10 Alco Standard Corporation 1980 Deferred Compensation Plan,
filed as Exhibit 10.7 to Alco's 1992 Form 10-K, is incorporated
herein by reference.
10.11 Alco Standard Corporation 1985 Deferred Compensation Plan,
filed as Exhibit 10.8 to Alco's 1992 Form 10-K, is incorporated
herein by reference.
10.12 Alco Standard Corporation 1991 Deferred Compensation Plan,
filed as Exhibit 10.9 to Alco's 1992 Form 10-K, is incorporated
herein by reference.
10.13 Alco Standard Corporation Executive Deferred Compensation Plan.
10.14 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.
10.15 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.
10.16 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.
10.17 Support Agreement dated as of June 1, 1994 between Alco and
Alco Capital Resource, Inc. (Alco's leasing subsidiary), filed
as Exhibit 10.4 to Alco Capital Resource's Amended Registration
Statement in Form 10- I 2G/A dated May 27, 1994, is
incorporated herein by reference.
10.18 Maintenance Agreement, dated as of August 15, 1991 between Alco
and Alco Capital Resource, Inc. (Alco's leasing subsidiary),
filed as Exhibit 10.2 to Alco Capital Resource's Registration
Statement on Form 10 dated May 4, 1994, is incorporated herein
by reference.
10.19 Operating Agreement, dated as of August 15, 1991 between Alco
and Alco Capital Resource, Inc. (Alco's leasing subsidiary),
filed as Exhibit 10.3 to Alco Capital Resource's Registration
Statement on Form 10 dated May 4, 1994, is incorporated herein
by reference.
10.20 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.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION OF EXHIBIT NO.
------- ---------------------- ----
<C> <S> <C>
10.21 Receivables Transfer Agreement dated as of September 23, 1994
Among 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.
10.22 Distribution Agreement dated as of July 1, 1995 between 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.
10.23 Indenture dated as of July 1, 1994 between Alco Capital
Resource, Inc. and Nations Bank, N.A., as Trustee, filed as
Exhibit 4 to Alco Capital Resource's Registration Statement
No. 33-53779, is incorporated herein by reference.
10.24 Indenture dated as of July 1, 1995 between 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, filed as
Exhibit 11 to Alco's 1995 Form 10-K, is incorporated herein by
reference.
21 Subsidiaries of Alco, filed as Exhibit 21 to Alco's 1995 Form
10-K, is incorporated herein by reference.
23 Auditors' Consent.
24 Powers of Attorney.*
24.1 Certified resolution re: Powers of Attorney.
27 Financial Data Schedule.*
</TABLE>
- --------
* Previously Filed
<PAGE>
Exhibit 10.2
ALCO STANDARD CORPORATION
LONG TERM INCENTIVE COMPENSATION PLAN
1. Purpose. The Alco Standard Corporation Long-Term Incentive Plan is
-------
adopted effective October 1, 1994 for the purpose of motivating, recognizing and
rewarding performance at the corporate, group and business unit levels which
enhances long term shareholder value. The Plan has been designed and is
intended to operate in a manner consistent with Alco Standard Corporation's
decentralized operating philosophy and multitiered organizational structure.
2. Eligibility. Participation in the Plan shall be limited to
-----------
employees of Alco Standard Corporation ("Alco" or the "Company").
3. Shares. No more than 2,500,000 shares of common stock, no par
------
value, of Alco ("Shares") may be issued under the Plan. Shares subject to
awards which have been forfeited pursuant to the terms of the Plan may again be
awarded pursuant to the Plan.
4. Adjustments. If the outstanding Shares are increased, decreased or
-----------
exchanged for a different number or kind of shares or other securities, or if
additional Shares or other property (other than ordinary cash dividends) are
distributed with respect to such Shares or other securities, through merger,
consolidation, sale of all or substantially all of the assets of the Company,
reorganization, recapitalization, reclassification, dividend, stock split,
reverse stock split, spin off, split off, or other distribution with respect to
such Shares or other securities, an appropriate and proportionate adjustment may
be made in (i) the maximum number and kind of shares that may be issued under
the Plan and (ii) the number and kind of shares or other securities subject to
then outstanding awards. No fractional shares will be issued under the Plan on
account of any such adjustments.
5. Administration and Interpretation. The Plan as it applies to
---------------------------------
participants who are executive officers of Alco shall be administered by a
committee of the Board of Directors of Alco (the "Committee"), which shall
consist of two or more directors, each of whom is a "disinterested person"
within the meaning of Rule 16b-3(c) under the Securities Exchange Act of 1934
and an "outside director" within the meaning of Section 162(m) of the Internal
Revenue Code and applicable regulations thereunder. The Committee may make such
rules and establish such procedures as it deems appropriate for the
administration of the Plan as it applies to executive officers. In the event of
any disagreement as to the interpretation of the Plan or any rule or procedure
thereunder, the decision of the Committee shall be final and binding upon all
persons in interest.
The Plan as it applies to participants who are not executive
officers of Alco shall be administered by the Chief Executive Officer of Alco.
The Chief Executive Officer may make such rules and establish such procedures as
it deems appropriate for the administration of the Plan as it applies to non-
executive officers. In the event of any disagreement as to the interpretation of
the Plan or any rule or procedure thereunder, the decision of the Chief
Executive Officer shall be final and binding upon all persons in interest.
6. Awards. The Committee shall have the authority to make awards
------
("Awards") under the Plan to any executive officer. At the time an Award is
made, the Committee shall specify (i) the number of Shares subject to the Award,
(ii) the objective performance goals that must be met in order for the executive
officer to receive all or any of the Shares and (iii) the time period within
which the performance goals must be met ("Performance Period"). The performance
goals specified by the Committee may relate to the performance of an executive
officer's business unit or the performance of the Company as a whole, or to any
combination of the foregoing. Measurements of performance may include stock
price, sales, earnings per share, return on equity, return on assets, growth in
assets, total shareholder return or such other objective performance goals as
may be established by the Committee. The number of Awards, if any, made each
year, the executive officers to whom and the time or times at which Awards are
made, the number of Shares included in any Award, the performance goals
applicable to each Award and the other terms and provisions of such Award shall
be wholly within the discretion of the Committee, subject to the overall limit
prescribed in Section 3.
-1-
<PAGE>
The Chief Executive Officer shall have the authority to make awards
("Awards") under the Plan to any eligible non-executive officer. At the time an
Award is made, the Chief Executive Officer shall specify (i) the number of
Shares subject to the Award, (ii) the objective performance goals that must be
met in order for the employee to receive all or any of the Shares and (iii) the
time period within which the performance goals must be met ("Performance
Period"). The performance goals specified by the Chief Executive Officer may
relate to the performance of an employee's business unit or the performance of
the Company as a whole, or to any combination of the foregoing. Measurements of
performance may include stock price, sales, earnings per share, return on
equity, return on assets, growth in assets, total shareholder return or such
other objective performance goals as may be established by the Chief Executive
Officer. The number of Awards, if any, made each year, the employees to whom
and the time or times at which Awards are made, the number of Shares included in
any Award, the performance goals applicable to each Award and the other terms
and provisions of such Award shall be wholly within the discretion of the Chief
Executive Officer, subject to the overall limit prescribed in Section 3.
7. Certification; Forfeiture. If the Committee or Chief Executive
-------------------------
Officer (as applicable) shall certify, after the end of the Performance Period,
that the applicable performance goals have been met, Alco shall cause a stock
certificate representing the number of Shares earned pursuant to the Award to be
issued in the name of, and delivered to, the employee, subject to reduction in
the number of Shares in the event that the employee elects to receive a portion
of the Award in cash pursuant to Section 12. If the Committee or Chief
Executive Officer (as applicable) does not so certify, the Award shall be
forfeited. Unless otherwise determined by the Committee or Chief Executive
Officer, an Award will be forfeited if the participant is not an employee of the
Company on the last day of the Performance Period, subject to the provisions of
Section 9 hereof.
8. Certificate. Each Award shall be evidenced by a Stock Award
-----------
Certificate, which shall specify the number of Shares subject to the Award, the
Performance Period, and the applicable performance goals. In addition, the
Committee or Chief Executive Officer, as applicable, may specify additional
terms, not inconsistent with this Plan, by rules of general application or by
specific direction in connection with a particular Award or group of Awards.
9. Termination of Employment -- Unless otherwise determined by the
-------------------------
Committee or Chief Executive Officer, as applicable, an Award will be forfeited
if the participant ceases to be a full-time active employee of Alco and its
subsidiaries before the end of the Performance Period for any reason other than
death or total disability. If the participant becomes totally disabled (as
defined in Alco's Long-Term Disability Plan) or dies before the end of the
Performance Period, the participant (or estate or legal heir) shall generally be
entitled to receive a prorated Award (payable, if earned, after the end of the
Performance Period). If the participant's full-time active employment
terminates prior to the end of the Performance Period due to early retirement,
voluntary or involuntary termination, demotion, transfer to part-time status, or
for any reason other than disability or death, the Award will be forfeited.
In the event the participant transfers to a position as a full-time active
employee of another business unit within Alco prior to the end of the
Performance Period, the Committee or Chief Executive Officer, as applicable, may
make an adjustment in the amount of the Award, the Performance Period and/or
performance goals associated with the Award, and/or may determine that the Award
should be forfeited in part or its entirety. Any such adjustment is in the sole
discretion of the Committee or Chief Executive Officer, as applicable. Before
making any such adjustment for an executive officer, however, the Committee
shall take into consideration the requirements of Section 162(m) of the Internal
Revenue Code and the applicable regulations thereunder.
10. Common Stock Subject to Award. Shares issued pursuant to Awards
-----------------------------
may be unissued shares or treasury shares, including shares bought on the open
market.
11. Rights of Participant in Shares. A participant shall not be deemed
-------------------------------
to be the holder of, or to have the rights of a holder with respect to, any
Shares subject to an Award unless and until a stock certificate representing
such Shares is issued to such participant.
-2-
<PAGE>
12. Tax Withholding. At the election of the employee, the Company
---------------
shall reduce and withhold the number of Shares which become issuable pursuant to
the Award by up to one-third of the total number of Shares and shall apply an
amount equal to the 100% of the fair market value of the Shares so withheld to
applicable federal, state, city, non-U.S. and other taxes required to be
withheld by the Company pursuant to any statutes or other governmental
regulation or ruling.
13. Nonassignment. Any Award and the rights and privileges conferred
-------------
hereby shall not be transferred, assigned, pledged or hypothecated in any way
(whether by operation of law or otherwise), and shall not be subject to
execution, attachment or similar process.
14. Plan and Award Not to Affect Employment, Neither this Plan nor any
---------------------------------------
Award shall confer upon any employee any right to continue in the employ of the
Company.
15. Amendment of Plan. The Board of Directors of Alco may terminate
-----------------
the Plan or make such amendments to the Plan as it deems necessary or advisable,
provided, however, that unless otherwise required by law, no such amendment may
impair the rights of any participant under any Award previously granted without
such participant's consent.
16. Successors. The Plan shall be binding upon and inure to the
----------
benefit of any successor, successors or assigns of Alco.
17. Severability. If any part of the Plan shall be determined to be
------------
invalid or void in any respect, such determination shall not affect, impair,
invalidate or nullify the remaining provisions of the Plan which shall continue
in full force and effect.
18. Governing Law. The Plan and actions taken in connection herewith
-------------
shall be governed and construed in accordance with the laws of the Commonwealth
of Pennsylvania.
19. Construction. Wherever any words are used in the Plan in the
------------
masculine gender they shall be construed as though they were also used in the
feminine gender in all cases where they would so apply, and wherever any words
are used herein in the singular form they shall be construed as though they were
also used in the plural form in all cases where they would so apply.
20. Liability of Plan Administrators, No administrator of the Plan
--------------------------------
shall be liable, in the absence of bad faith or willful misconduct, for any act
or omission with respect to administration of the Plan. Service as a Plan
Administrator, whether on the Committee or as Chief Executive Officer, shall
constitute service as a director of the Company so that the plan administrators
named herein shall be entitled to indemnification and reimbursement as directors
of the Company pursuant to its Code of Regulations.
21. Other Benefits. Neither the receipt of an Award nor the issuance
--------------
of Shares pursuant to an Award shall be deemed compensation for purposes of
computing benefits under any retirement plan nor affect any benefits under any
other benefit plan now or hereafter in effect under which the availability or
amount of benefits is related to the level of compensation.
22. Costs. Unless otherwise determined by the Board of Directors, the
-----
Company shall bear all expenses incurred in administering the Plan, including
expenses of issuing Shares pursuant to an Award.
23. Effective Date. The Plan shall be effective October 1, 1992.
--------------
24. Termination of the Plan. No Award shall be made after September
-----------------------
30, 2004. However, Awards made prior to such date shall continue to be governed
in accordance with the terms of the Plan and participants shall be entitled to
receive payment for such Awards under the terms of the Plan.
-3-
<PAGE>
Exhibit 10.13
December 14, 1995
ALCO STANDARD CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
The Plan
Alco Standard Corporation ("Alco") is offering to certain of its employees
the opportunity to participate in the Alco Standard Corporation Executive
Deferred Compensation Plan (the "Plan"), pursuant to which participants may
defer a portion of their compensation and receive payment on a future date
specified by them.
The full text of the Plan is set forth beginning on page 9 of this
document. This document sets forth information about the Plan, but should be
read in conjunction with the text of the Plan itself.
Alco's principal office is located at Wayne, Pennsylvania 19087. Its
telephone number is (610) 296-8000. Alco's federal tax identification number is
23-0334400.
Eligibility
You are eligible to participate in the Plan if you are:
--An employee of Alco;
--Holding an unvested award under Alco's Long Term Incentive
Compensation Plan ("LTIP"); and
--A U.S. taxpayer.
Election to Participate
Participation in the Plan is voluntary. To participate, you must sign an
election form ("Election Form") which expresses your commitment to participate
in the Plan for the following calendar year and sets forth (a) the amount and
type of compensation you want to defer (e.g., salary, bonus, LTIP payout), (b)
how such deferred compensation should be "invested", (c) when the deferred
compensation should be paid to you and (d) a beneficiary to whom payments should
be made in the event of your death. You may also be required to sign additional
forms, if requested by the Plan Administrator.
<PAGE>
Deferral Amount
In your Election Form, you may elect to defer receipt of all or a portion
of your salary and/or bonus to be earned during the following calendar year and
all or a portion of any shares of Alco common stock or cash that you earn as an
LTIP payout during the following calendar year. If you elect to defer cash
compensation, the amount you elect to defer must be at least $5,000. There is
no maximum limit on your deferrals.
Deferrals from salary will generally be deducted through payroll deduction
in substantially equal installments. If you terminate employment, your deferral
of salary will immediately cease.
Deferral Election
Before the end of each calendar year during which you meet the eligibility
requirements for participating in the Plan, you will receive an Election Form
and will have the opportunity to elect to defer compensation to be earned in the
following calendar year until such future date (or dates) as you may specify in
your Election Form. Amounts must be deferred until at least January of the year
following the year in which the compensation would have been paid (but for the
election to defer). You may defer receipt of your compensation to any date (or
dates) thereafter that is not later than January following the year in which you
reach age 60, or, if later, January following the year in which you retire from
Alco.
All distributions will be made in a lump sum in January of the year
specified in your Election Form, valued as of December 31. If you prefer, you
may elect to receive distributions in substantially equal annual installments
over a period not to exceed ten years, beginning in January of the year
specified in your Election Form.
Investment Accounts
Cash Account. Cash amounts that you defer under the Plan will be credited
------------
to a cash deferral account ("Cash Account") established by Alco in your name.
Your Cash Account will be "indexed", or credited with earnings based on the
performance of various investment alternatives selected by you. In other words,
Alco will measure the performance of these funds, and will credit your account
accordingly. Alco may, but is not obligated to, use participant deferrals to
invest in the investment funds described on the following page (Alco's current
intention is to use participant deferrals to purchase life insurance on the
lives of employees participating in the Plan). You will at all times remain a
general unsecured creditor of Alco.
2
<PAGE>
In your Election Form, you may allocate your Cash Account balance among one
or more of the following alternatives (or such other alternatives as Alco may
designate from time to time), in any combination of whole percentages adding up
to 100%. No amounts in your Cash Account may be allocated to Alco common stock.
. Growth Alternative - pursues capital growth through investment in
common stocks of financially sound companies believed to have above
average earnings or otherwise provide above average potential for
capital appreciation.
. Value Equity Alternative - pursues capital growth through a
conservative investment approach designed to increase capital with
reasonable risk through investment in common stocks of established
companies.
. Balanced Alternative - pursues long-term capital growth and reasonable
current income without undue risk to principal through investment in
both common stocks and bonds.
. Limited Maturity Bond Alternative - seeks to achieve the highest
current income consistent with low risk to principal and liquidity
through investment in a diversified group of short to intermediate
term debt securities. Average maturity will not exceed 5 years.
. Government Income Alternative - seeks a high level of current income
and total return consistent with safety of principal through
investment in debt securities issued or guaranteed by the U.S.
Government, including Government Mortgage-backed securities.
. Short-Term Investment Alternative - pursues maximum current income
consistent with liquidity and preservation of capital through
investment in money market securities.
. Quality Equity Alternative - seeks to attain the highest total
investment return consistent with prudent risk through a fully managed
investment policy utilizing equity securities, primarily common stocks
of large-capitalization companies, as well as investment grade debt
and convertible securities.
. Equity Growth Alternative - seeks to attain long-term growth of
capital by investing primarily in common stocks of relatively small
companies believed to have
3
<PAGE>
special investment value and emerging growth companies regardless of
size.
. International Equity Focus Alternative - seeks to obtain capital
appreciation through investment in securities, principally equities,
of issuers in countries other than the United States.
Neuberger & Berman Management, Inc. serves as the investment adviser to the
Growth, Value Equity, Balanced, Limited Maturity Bond, Government Income and
Short-Term Investment Alternatives. Merrill Lynch Asset Management L.P. manages
the Quality Equity, Equity Growth and International Equity Focus Alternatives.
You will receive additional information for each of the above Alternatives from
the Plan Administrator. The above descriptions are qualified in their entirety
by reference to such information.
You may change your allocation among the various alternatives once during
any calendar quarter. Any change you request will become effective as of the
first day of the next calendar quarter.
The value of the benefit you ultimately receive under the Plan depends on
the returns credited to your account, based on your selection of alternatives.
There is no guaranteed rate of return on your account under the Plan.
Stock Account. Shares of Alco common stock that you defer under the Plan
-------------
will be credited to a stock deferral account ("Stock Account") established by
Alco in your name. The Stock Account will be denominated in share units
(representing the right to receive an equivalent number of shares of Alco common
stock). Whenever cash dividends are paid in respect of Alco common stock, the
amount of such dividends will be credited to your Stock Account in the form of
additional share units.
Alco intends to contribute all shares of Alco common stock deferred
pursuant to the Plan to a so-called rabbi trust. The rabbi trust will be deemed
to be the owner of such shares for tax purposes (but if you are an officer of
Alco, you may continue to report such shares on your Form 4 filings). The
trustee of the rabbi trust and will have all of the rights of ownership of the
shares, including the right to vote and to receive dividends in respect of such
shares. The trustee is expected (but not obligated) to reinvest cash dividends
paid in respect of shares held in the trust to purchase additional shares of
Alco common stock. Shares held in the trust will be subject to the claims of
Alco's creditors.
If you decide that you no longer want your account to be indexed to Alco
common stock, you may transfer all or any part of your Stock Account (valued as
of the end of the calendar quarter in which you request the transfer) into your
Cash Account and
4
<PAGE>
allocate the amount so transferred among the cash alternatives
listed above, effective as of the first day of the next calendar quarter. Note,
however, that any amounts transferred out of your Stock Account must remain in
your Cash Account and may not be transferred back into your Stock Account. If
you are an officer of Alco, any transfers out of your Stock Account will be
deemed a "sale" of Alco common stock for purposes of Section 16(b) of the
Securities Exchange Act of 1934.
All distributions from the Stock Account will be made in shares of Alco
common stock (and cash in lieu of fractional shares) unless you elect, subject
to the approval of the Plan Administrator, to receive your distributions in
cash.
Vesting
You will be fully vested in your account at all times.
Death Benefits
If you die before you have received full payment of amounts to which you
are entitled under the Plan, your beneficiary will receive the balance in your
Cash Account and your Stock Account (valued as of the end of the calendar
quarter in which you die) in a lump sum as soon as administratively practicable
following your date of death, notwithstanding any contrary election in your
Election Form. Distributions from your Stock Account will be made in shares of
Alco common stock (and cash in lieu of fractional shares) unless your
beneficiary elects, subject to the approval of the Plan Administrator, to
receive the distribution in cash.
Termination of Employment
If your employment with Alco terminates prior to age 60(for any reason,
including disability), you will receive the balance in your Cash Account and
your Stock Account (valued as of the end of the calendar year in which you
terminate employment) in a lump sum in January of the year following your date
of termination, notwithstanding any contrary election in your Election Form.
Distributions from your Stock Account will be made in shares of Alco common
stock (and cash in lieu of fractional shares) unless you elect, subject to the
approval of the Plan Administrator, to receive your distribution in cash.
Unsecured Obligation
Other than the assets held in the rabbi trust, no specific assets or funds
will be set aside for the payment of amounts to which you may be entitled under
the Plan. The obligations of Alco under the Plan will not be secured in any
manner and will, at all times, be subject to the claims of Alco's creditors.
Your
5
<PAGE>
interest in the Plan or an Election Form may not be assigned, transferred,
pledged, encumbered, alienated or charged.
Other Employee Benefit Plans
Participation in the Plan does not in any way affect your right to
participate in any pension, profit-sharing, incentive, thrift, group health
insurance, stock option, termination pay, or similar plan of Alco except that
the deferrals will not be included in determining your benefits under any
retirement plans qualified under section 401(a) of the Internal Revenue Code.
Deferrals under this Plan will be included as compensation for purposes of
calculating the level of contributions under Alco's Partners' Stock Purchase
Plan.
Employee Retirement Income Security Act of 1974
The Plan is a "pension plan" as defined in the Employee Retirement Income
Security Act of 1974 ("ERISA") and is subject to certain provisions of ERISA,
including certain requirements relating to reporting, disclosure, enforcement
and claims. The Plan is unfunded for purposes of ERISA. The Plan is not
subject to eligibility, participation, vesting, benefit accrual, or plan
termination insurance provisions of ERISA.
Administration
The Plan provides that authority for the administration and interpretation
of the Plan will be vested in a Committee selected by the Board of Directors of
Alco (the "Committee"). The Board of Directors may at any time change the
membership of the Committee.
The Committee will from time to time appoint a Plan Administrator who will
be responsible for the general administration of the Plan under the policy
guidance of the Committee. William M. Bauer, Director of Risk Management of
Alco, P.O. Box 834, Valley Forge, PA 19482 has been selected as the Plan
Administrator and the agent for service of process under the Plan. A new
Administrator may be appointed by the Committee at any time.
The Plan's fiscal year is January 1 - December 31. Its Plan number is 302.
All expenses incurred in administering the Plan (other than certain taxes
which Alco may, in its discretion, allocate to the accounts of Plan
participants) will be paid by Alco.
6
<PAGE>
Claims Procedure
If at any time the Plan Administrator denies your written claim for any
payment to which you believe you are entitled under the Plan, the Plan
Administrator will send you written notice within 90 days (or 180 days under
special circumstances) of the date on which you filed your claim. This notice
will (a) explain the specific reason or reasons for the denial of your claim,
(b) refer to the specific Plan provision on which the denial is based, (c)
describe any additional information required in order to obtain a favorable
determination of your claim and explain why this information is necessary, and
(d) explain the steps to be taken if you wish to submit your claim for review.
If you wish to appeal a denied claim, you must, within 60 days of receiving
your notice of denial, petition the Committee for a review. All petitions for
review must be made in writing on forms supplied by Alco. The Committee will
render a written decision within 60 days (or 120 days under special
circumstances) after receiving your petition.
You must follow the claims procedure described above before you can
consider legal action against Alco. Naturally, both you and Alco will want to
avoid legal action. Should you feel legal action is necessary, however, any
summons or other legal process should be served on the agent named above.
Tax Consequences
The following discussion is intended to provide general information under
current federal law concerning the tax consequences of the Plan to the Plan
participants and to Alco. It does not provide information about the tax
consequences under any state or local law which may be applicable to the
transactions described herein. Because the consequences under federal, state
and local law may vary with each employee and may materially affect an
employee's decisions with respect to the Plan, you should seek competent advice
from legal or other counsel. There may also be changes in the law subsequent to
the date hereof which affect the tax consequences of the Plan or which cause
Alco to terminate the Plan in accordance with its terms.
The Plan is not a qualified Plan under section 401(a) of the Internal
Revenue Code of 1986, as amended.
7
<PAGE>
1. Years of Deferral
An effective election under the Plan to defer compensation otherwise
payable in a taxable year will remove the amount so deferred from the taxable
income of the participant for such year for federal income tax purposes. Alco
will not be permitted a current federal income tax deduction for any amounts
deferred under the Plan.
Amounts deferred will generally be subject to taxes imposed under the
Federal Insurance Contributions Act ("FICA") or the Federal Unemployment Tax Act
("FUTA") in the year of deferral.
2. Years of Payment
Lump sum payments (or installment payments) will be taxable income to the
participant or a beneficiary in the year in which such payments are received.
Payments made in Alco common stock will be taxable to the participant based on
the value of such shares at the time of distribution. Amounts paid under the
Plan will generally not be subject to taxes imposed under FICA or FUTA, but are
subject to federal income tax withholding requirements. Alco will generally be
permitted a federal income tax deduction for the year in which such benefits are
paid.
8
<PAGE>
ALCO STANDARD CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
1. Purpose. The purpose of the Alco Standard Corporation Executive
Deferred Compensation Plan is to permit certain eligible employees of Alco
Standard Corporation to defer a portion of their compensation and to participate
in a program under which they are provided income at a specified time in the
future. The program is intended to constitute an unfunded deferred compensation
arrangement for a select group of management or highly compensated employees.
2. Definition. Unless the context otherwise requires, the following
words as used herein shall have the following meanings:
(a) "Administrator" shall mean the person or persons so designated
and acting under Paragraph 16 hereof.
(b) "Alco" shall mean Alco Standard Corporation, an Ohio corporation.
(c) "Compensation" shall mean all salaries and bonuses payable by
Alco and all shares of Alco common stock or cash payable pursuant to awards
under the LTIP, but shall not include company contributions under Alco's
Partners' Stock Purchase Plan or the Alco Retirement Savings Plan or any fringe
benefits.
(d) "Effective Date" shall mean January 1, 1996.
(e) "Election Form" shall mean the election form executed by each
Participant and Alco setting forth certain information relating to the
Participant's participation in the Plan.
(f) "LTIP" shall mean Alco's Long Term Incentive Compensation Plan,
as amended from time to time.
(g) "Participant" shall mean any person employed by Alco who is
eligible, and who has elected, to participate in the Plan.
(h) "Plan" shall mean the Alco Standard Corporation Executive
Deferred Compensation Plan, as amended from time to time.
(i) "Plan Year" shall mean the period beginning on January 1 and
ending on December 31 of each year.
3. Participation. Any person who (a) is employed by Alco, (b) is holding
an unvested award under the LTIP and (c) is a
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United States taxpayer shall be eligible to participate herein. A person
eligible under this Paragraph 3 shall become a Participant by executing an
Election Form and such other forms as may be required by the Administrator.
4. Deferral of Compensation. Prior to the Effective Date and prior to
the beginning of each Plan Year during the term of the Plan, an employee who
meets the eligibility requirements of Paragraph 3 may irrevocably elect to defer
or forgo a portion of his Compensation for the following Plan Year.
The amount of the deferral for each Plan Year may vary, but cash deferrals
may be no less than $5,000 for any Plan Year. The amount to be deferred for a
Plan Year will be deducted from the Participant's Compensation otherwise payable
by Alco. In the case of deferrals from salary, such deferrals will be made in
substantially equal installments.
A Participant may specify the length of time for which receipt of cash
and/or shares of Alco common stock may be deferred, provided that (i) the
deferral period must extend at least until the January following the end of the
calendar year in which the Compensation would otherwise have been paid (but for
the election to defer) and (ii) distributions must commence no later than the
January following the year in which the Participant attains age 60 or the
January following the year in which the Participant retires or otherwise
terminates employment with Alco, whichever is later.
5. Investment Accounts. Amounts deferred by a Participant pursuant to
Paragraph 4 will be credited to a cash deferral account and/or a stock deferral
account established by Alco in the name of the Participant. A Participant's
cash deferral account will be denominated in dollars and will be credited with
earnings based on the performance of various investment alternatives selected by
the Participant from among those made available by Alco from time to time. A
Participant's stock deferral account will be denominated in share units
(representing the right to receive an equivalent number of shares of Alco common
stock) and will be credited with additional share units to reflect cash
dividends paid by Alco in respect of its common stock.
A Participant may request a change in the allocation of his cash deferral
account among the various alternatives once during any calendar quarter. Any
such change will become effective as of the first day of the next calendar
quarter.
A Participant may request that amounts in his stock deferral account
(valued as of the end of the calendar quarter in which the request is made) be
transferred into his cash deferral account. Any such change will become
effective as of the first day of the next calendar quarter. Any portion of a
Participant's stock deferral account that is transferred to a cash deferral
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account may not thereafter be transferred back into a stock deferral account.
6. Rabbi Trust. Alco intends to contribute all Participant deferrals of
Alco common stock to a "rabbi trust" (the "Trust") to be established for this
purpose. Assets held in the Trust will be subject to the claims of creditors of
Alco.
The Trust shall be deemed to be the owner of all shares held in the
Trust for tax purposes. The trustee of the Trust (the "Trustee") shall retain
all incidents of ownership in any shares held in the Trust, including the right
to vote such shares and to receive dividends paid in respect of such shares.
The Trustee may, but is not obligated to, reinvest any cash dividends received
in respect of shares of Alco common stock held in the Trust to purchase
additional shares of Alco common stock.
7. Vesting. A Participant shall be immediately vested in all amounts
deferred hereunder.
8. Amount and Timing of Payments. Except as otherwise provided in
Paragraphs 9 and 10, amounts to which a Participant is entitled under the Plan
shall be paid to him in a lump sum in January of the year specified in his
Election Form, valued as of the end of the preceding Plan Year. Alternatively,
if the Participant so elects, distributions may be made in substantially equal
annual installments over a period not to exceed ten years, beginning in January
of the year specified in the Participant's Election Form. All distributions
from the Trust shall be made in shares of Alco common stock, unless the
Participant elects, subject to the approval of the Plan Administrator, to
receive such distribution(s) in cash.
9. Death. Notwithstanding any contrary election in a Participant's
Election Form, if a Participant dies before receiving full payment of all
amounts to which he is entitled under the Plan, the beneficiary or beneficiaries
designated by the Participant in his Election Form shall receive the balance in
the Participant's cash deferral account and stock deferral account (valued as of
the end of the calendar quarter in which the Participant dies), in a lump sum
payment, as soon as administratively practicable following the Participant's
date of death. Distributions from a Participant's stock deferral account will
be made in shares of Alco common stock (and cash in lieu of fractional shares)
unless the beneficiary elects, subject to the approval of the Administrator, to
have the distribution paid in cash.
10. Termination of Employment. Notwithstanding any contrary election in a
Participant's Election Form, if a Participant terminates employment with Alco
prior to age 60, he shall receive the balance in his cash deferral account and
stock deferral account (valued as of the end of the Plan Year in which the
Participant's employment terminates), in a lump sum payment, in January of the
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year following his employment termination date. Distributions from a
participant's stock deferral account will be made in shares of Alco common stock
(and cash in lieu of fractional shares) unless the Participant elects, subject
to the approval of the Administrator, to have the distribution paid in cash.
11. Beneficiary Designation. A Participant shall designate in his
Election Form the beneficiary or beneficiaries, who shall, in the event of his
death, receive the payments to which the Participant would otherwise have been
entitled. This designation may be amended in writing and filed with the
Administrator from time to time by the Participant. In the event that there is
no effective beneficiary designation when such amounts are payable, payment
shall be made to the members of the first surviving class of the Participant in
the following priority:
(a) spouse;
(b) the living children (including adopted children) in equal
amounts;
(c) estate.
12. Incapacity of Recipient. Any payment required to be made under the
Plan to a person who is under a legal disability may be made to or for the
benefit of such person in such of the following ways as the Administrator shall
determine:
(a) to such person;
(b) to the legal representatives of such person;
(c) to a near relative of such person to be used for his benefit; or
(d) to pay the expenses of support, maintenance or education of such
person.
The Administrator shall not be required to see to the application by any
third party of payments made pursuant to this Paragraph 12.
13. Responsibility for Payment. All amounts payable under the Plan shall
be paid by Alco. Alco may, in its sole discretion, determine the manner in
which it shall finance its obligation to pay such amounts.
14. Non-Assignment. Except as hereinafter provided with respect to
marital or family support disputes, no amount payable under the Plan shall be
subject to assignment, transfer, sale, pledge, encumbrance, alienation or charge
by the Participant or any beneficiary. Any attempt to assign, transfer, sell,
pledge, encumber, alienate or charge any amount hereunder shall be without
effect. In cases of marital or family support disputes,
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the Administrator will observe the terms of the Plan unless and until ordered to
do otherwise by a state or federal court. As a condition of participation in the
Plan, the Participant shall agree to hold Alco harmless from any claim that
arises out of obeying an order of any state or federal court with respect to
marital or family support disputes, whether such order effects a judgment of
such court or is issued to enforce a judgment or order of another court.
15. Unsecured Obligation. Other than the assets contributed to the Trust
pursuant to Paragraph 6, Alco shall not segregate or physically set aside any
funds or assets as a result of this Plan. Neither a Participant, nor his
beneficiary, nor any other person shall be deemed to have, pursuant to this
Plan, any property interest, legal or equitable, in any specific asset of Alco
or any specific asset in the Trust. To the extent that any person acquires any
right to receive payments under this Plan or an Election Form, such right shall
be no greater than, nor shall it have any preference or priority over, the
rights of any unsecured general creditor of Alco.
16. Administration. The Plan shall be administered by a Committee
selected from time to time by the Board of Directors of Alco (the "Committee").
The Committee shall select an Administrator from time to time to administer the
Plan under the general policy guidance of the Committee. The Administrator
shall be one or more persons who shall be responsible for:
(a) maintaining any records necessary in connection with the Plan;
(b) making calculations under the Plan;
(c) interpreting the provisions of the Plan; and
(d) otherwise administering the Plan in accordance with its terms.
17. Claims Procedures. At any time the Administrator makes a
determination adverse to a Participant or beneficiary with respect to a claim
for payment or participation under the Plan, the Administrator shall notify the
claimant in writing of such determination, setting forth:
(a) the specific reason for such determination;
(b) a reference to the specific provision or provisions of the Plan
on which such determination is based;
(c) a description of any additional material or information
necessary to perfect the claim, and an explanation of the reason that such
material is required; and
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(d) an explanation of the rights and procedures set forth in this
Paragraph 17.
A person who receives notice of an adverse determination by the
Administrator with respect to a claim may request, within 60 days of receipt of
such notice, that the Committee review the Administrator's determination. This
request may be made on behalf of a claimant by a duly authorized representative.
The claimant or representative may review pertinent documents and submit issues
and comments with respect to the controversy to the Committee. The Committee
shall render a decision within 60 days of a request for review (or within 120
days under special circumstances), which decision shall be in writing and shall
set forth the specific reasons for the decision reached and the specific
provisions of the Plan on which the decision is based. A copy of the ruling
shall be forwarded to the claimant.
18. Employee Benefit Plans. This Plan shall not in any way affect a
Participant's right to participate in any pension, profit-sharing, incentive,
thrift, group health insurance, stock option, termination pay or similar plan of
Alco, which is now in effect or may hereafter be adopted, to the extent that the
Participant is entitled to participate under the applicable terms and provisions
of such plan, except that the amounts deferred herein shall not be included in
determining a Participant's benefits under any retirement plans qualified under
section 401(a) of the Internal Revenue Code. Deferrals under this Plan will be
included as compensation for purposes of calculating the level of contributions
under Alco's Partners' Stock Purchase Plan.
19. Amendment. The Board of Directors shall have the power to amend this
Plan at any time; provided, however, that, except as set forth in Paragraphs 20,
21 and 22, no amendment or termination of the Plan shall have a material adverse
effect upon a Participant unless he consents to such amendment or termination in
writing.
20. Termination. This Plan shall remain in effect until terminated by the
Board of Directors of Alco. The Board of Directors of Alco shall have the right
to terminate the Plan in whole or in part, for any reason, including pursuant to
a determination that proposed or pending tax law changes or other events cause,
or are likely in the future to cause, the Plan to have an adverse financial
impact upon Alco. In such event, Alco shall have no liability or obligation
under the Plan or the Participant's Election Form (or any other document),
provided that Alco distributes to each Participant, in a lump sum payment, the
balance in his cash deferral account and stock deferral account, valued as of
the end of the month in which such termination occurs. Distributions from a
Participant's stock deferral account will be made in shares of Alco common stock
(and cash in lieu of fractional shares) unless the Participant elects,
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subject to the approval of the Plan Administrator, to receive such distribution
in cash.
21. Acceleration. Alco shall have the right at any time to cause the
payment of all amounts thereafter due to a Participant to be paid in a single
lump sum or in such other accelerated manner as Alco shall deem appropriate.
The amount of any lump sum payment shall be the value of a Participant's cash
deferral account and stock deferral account, valued as of the end of the month
following Alco's determination to accelerate payments. If Alco accelerates
payment to more than 70% of all Participants pursuant to this provision, it must
accelerate payment to all Participants under the Plan in a comparable manner.
22. Change in Control. In the event that a Flip-in Transaction or Event
or a Flip-over Transaction or Event occurs (as defined in the Alco Standard
Corporation Preferred Share Purchase Rights Plan, as amended from time to time),
the Plan shall terminate, and the Participant shall receive, in a lump sum
payment, the balance in his cash deferral account and stock deferral account,
valued as of the end of the month in which such transaction or event occurs.
Distributions from a Participant's stock deferral account will be made in shares
of Alco common stock (and cash in lieu of fractional shares) unless the
Participant elects, subject to the approval of the Plan Administrator, to
receive such distribution in cash.
23. Miscellaneous.
(a) The existence of this Plan and the Elections Forms hereunder,
and any actions undertaken pursuant hereto, shall not confer upon the
Participant any right to continued employment by Alco.
(b) This Plan shall be administered under and in accordance with the
laws of the Commonwealth of Pennsylvania, in which Alco's principal place of
business is located.
(c) The terms of this Plan and the Election Forms and other documents
executed in accordance herewith shall be binding upon Alco, its successors and
assigns, and each Participant, his heirs and legal representatives.
(d) Any taxes imposed on a Participant shall be the sole
responsibility of the Participant. Alco shall have the right to deduct from any
amounts payable under the Plan any federal, state or local taxes required to be
deducted or withheld from such payments.
(e) No expenses of administering the Plan shall be charged against
the Participants or any payments made hereunder, except that Alco may, in its
discretion, allocate certain taxes to the accounts of Participants.
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(f) As used herein, the singular shall include the plural, the
masculine shall include the feminine, and vice versa.
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EXHIBIT 23
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to
the use 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), in Post-
Effective Amendment No. 1 on Form S-4 to the Registration Statement (Form S-1
No. 33-64739) and related Prospectus of Alco Standard Corporation for the
registration of 10,000,000 shares of its common stock.
Philadelphia, Pennsylvania Ernst & Young LLP
January 4, 1996
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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 5th day of January,
1996.
/s/ J. Kenneth Croney
_____________________________________
(J. KENNETH CRONEY)
