<PAGE>
-----------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [FEE REQUIRED] FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED] FOR THE TRANSITION PERIOD FROM ______________ TO
____________.
COMMISSION FILE NUMBER...............................1-5964
A. FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT
FROM THAT OF THE ISSUER NAMED BELOW: ALCO STANDARD CORPORATION RETIREMENT
SAVINGS PLAN (FORMERLY ALCO STANDARD CORPORATION STOCK PARTICIPATION PLAN)
B. NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE
ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE:
ALCO STANDARD CORPORATION
P.O. BOX 834
VALLEY FORGE, PA 19482-0834
-----------------------
<PAGE>
REQUIRED INFORMATION
a. Financial Statements. The following financial statements are furnished for
the Plan.
1. Audited Statements of Net Assets Available for Benefits - December 31,
1995 and December 31, 1994.
2. Audited Statements of Changes in Net Assets Available for Benefits -
for the years ended December 31, 1995 and December 31, 1994.
3. Notes to Financial Statements
4. Schedules
(a) Assets Held for Investment Purposes
(b) Reportable Transactions
b. Exhibits
Exhibit 23 Consent of Independent Auditors
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
has duly caused this annual report to be signed by the undersigned thereunto
duly authorized.
ALCO STANDARD CORPORATION
RETIREMENT SAVINGS PLAN
By: /s/ Nancy J. Heiden Dated: June 26, 1996
----------------------
Nancy J. Heiden
Plan Administrator
<PAGE>
FORM 11-K
ALCO STANDARD CORPORATION RETIREMENT SAVINGS PLAN
FISCAL YEAR ENDED DECEMBER 31, 1995
INDEX TO EXHIBITS
Exhibit Number Description
- -------------- -----------
Exhibit 23 Consent of Independent Auditors
<PAGE>
Financial Statements and Schedules
Alco Standard Corporation
Retirement Savings Plan
Years ended December 31, 1995 and 1994
with Report of Independent Auditors
<PAGE>
Alco Standard Corporation
Retirement Savings Plan
Financial Statements and Schedules
Years ended December 31, 1995 and 1994
CONTENTS
<TABLE>
<CAPTION>
<S> <C>
Report of Independent Auditors.............................. 1
Audited Financial Statements
Statements of Net Assets Available for Benefits............. 2
Statements of Changes in Net Assets Available for Benefits.. 3
Notes to Financial Statements............................... 4
Schedules
Assets Held for Investment Purposes ........................ 13
Reportable Transactions .................................... 14
</TABLE>
<PAGE>
Report of Independent Auditors
Trustees
Alco Standard Corporation
Retirement Savings Plan
We have audited the accompanying statements of net assets available for benefits
of the Alco Standard Corporation Retirement Savings Plan (formerly the Alco
Standard Corporation Stock Participation Plan) as of December 31, 1995 and 1994,
and the related statements of changes in net assets available for benefits for
the years then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Alco
Standard Corporation Retirement Savings Plan at December 31, 1995 and 1994, and
the changes in its net assets available for benefits for the years then ended,
in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes as of December 31, 1995 and reportable transactions
for the year then ended, are presented for purposes of complying with the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974, and are not a required part
of the financial statements. The supplemental schedules have been subjected to
the auditing procedures applied in our audit of the financial statements and, in
our opinion, are fairly stated in all material respects in relation to the
financial statements taken as a whole.
June 14, 1996
Philadelphia, Pennsylvania Ernst & Young LLP 1
<PAGE>
Alco Standard Corporation
Retirement Savings Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
December 31
1995 1994
--------------------------------
<S> <C> <C>
Assets
Investments:
Cash equivalents $ 28,875,305 $ -
Alco Standard Corporation common stock 519,734,541 302,812,738
Investment funds 111,926,118 6,425,004
Georgia-Pacific Corporation common stock 4,141,587 -
Participant loans 10,964,688 -
--------------------------------
675,642,239 309,237,742
Transfers receivable from merged plans 6,751,348 -
Investment income receivable 692,716 42,918
Contributions receivable - 3,843,261
Cash - 216,030
--------------------------------
683,086,303 313,339,951
Liabilities
Cash overdraft 873,948
Accrued administrative expenses 180,474 -
--------------------------------
Net assets available for benefits $682,031,881 $313,339,951
================================
See accompanying notes.
</TABLE>
2
<PAGE>
Alco Standard Corporation
Retirement Savings Plan
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
Year ended December 31
1995 1994
-----------------------------
<S> <C> <C>
Additions:
Employee contributions $ 39,900,847 $ 32,721,911
Employer contributions 25,246,259 20,776,773
Assets transferred or receivable from merged plans 196,428,767 -
Dividend income 6,127,391 4,687,707
Interest income 1,520,326 438,726
-----------------------------
Total additions 269,223,590 58,625,117
Deductions:
Benefits paid to participants 48,594,299 37,687,688
Administrative expenses 443,924 213,327
-----------------------------
Total deductions 49,038,223 37,901,015
-----------------------------
220,185,367 20,724,102
Realized and unrealized gain on
investments 148,506,563 37,412,324
-----------------------------
Net increase for the year 368,691,930 58,136,426
Net assets available for benefits at
beginning of year 313,339,951 255,203,525
-----------------------------
Net assets available for benefits at end of year $682,031,881 $313,339,951
=============================
See accompanying notes.
</TABLE>
3
<PAGE>
Alco Standard Corporation
Retirement Savings Plan
Notes to Financial Statements
December 31, 1995
1. SIGNIFICANT ACCOUNTING POLICIES
Employee contributions and related employer required matching contributions are
recognized when amounts are withheld from the employees' pay.
The market value of the Alco Standard Corporation and Georgia-Pacific
Corporation common stock is determined by use of the last reported sales price
on the last business day of the year, as reported on a national securities
exchange.
Cash equivalents are valued at cost which is equal to market value. All highly
liquid investments with maturities of three months or less when purchased are
considered to be cash equivalents.
Investment funds consist of the Stable Value Fund, Vanguard Institutional Index
Fund, Balanced Fund, PBHG Growth Fund, and American Funds' EuroPacific Growth
Fund.
Guaranteed investment contracts held in the Stable Value Fund are valued at
contract value, which represents investments made under the contract, plus
interest at the contract rate, less funds used to pay retirement benefits and to
pay for the manager's administrative expenses. Investments in the Vanguard
Institutional Index Fund, Balanced Fund, PBHG Growth Fund, and American Funds'
EuroPacific Growth Fund are stated at fair market value which is determined on
the last day of the plan year based on the portfolio of investments owned by the
particular funds on that date.
All Alco Standard Corporation common share amounts have been adjusted to give
retroactive effect to a two-for-one stock split on November 9, 1995.
Realized and unrealized gain or loss on investments represents the sum of the
change in the difference between December 31 market value and cost of
investments and the difference between the proceeds received and the cost of
investments sold.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
4
<PAGE>
Alco Standard Corporation
Retirement Savings Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF PLAN
The Alco Standard Corporation Retirement Savings Plan (the "Plan") is a defined
contribution plan. With certain exceptions, participation is limited to full-
time and part-time personnel of Alco Standard Corporation and its domestic
subsidiaries which adopt the Plan.
The name of the Plan was changed from the Alco Standard Corporation Stock
Participation Plan to the Alco Standard Corporation Retirement Savings Plan
effective October 1, 1995.
Effective October 1, 1995, the Alco Standard Corporation Capital Accumulation
Plan (the "CAP") and the Alco Standard Corporation Defined Contribution Plan
(the "DCP"), were merged into the Plan. Assets of $86,271,577 and $96,868,582
related to the CAP and DCP, respectively, were transferred into the Plan on
October 1, 1995.
Prior to October 1, 1995 participants could elect to contribute on a pretax
basis an amount which was not less than 2% nor more than 6% of annual regular
salaries or wages. On October 1, 1995, the Plan was amended to allow
participants to contribute 1% to 16% of annual salaries or wages. Contributions
are limited by the maximum amount allowable under the Internal Revenue Code.
Participants are immediately vested in their contributions.
Sponsoring units of Alco Standard Corporation (employers) contribute an amount
equal to two-thirds of the first 6% of annual regular salaries or wages that a
participant contributes to the Plan. The employers' contribution vests with the
participant at 25% per year beginning with the participant's second year of
service so that full vesting occurs after five years of service. The participant
is also fully vested in the employers' contributions upon retirement, position
termination due to permanent shutdown of plant or department, total and
permanent disability, or death.
5
<PAGE>
Alco Standard Corporation
Retirement Savings Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF PLAN (continued)
Prior to October 1, 1995 contributions (and any dividends thereon) were invested
in Alco Standard Corporation common stock except for the purchase of cash
equivalents pending the purchase of Alco Standard Corporation stock, the
distribution of cash from the Plan, or payment to participants for fractional
shares. Once the participant reached the age of 55, the participant had the
option to exchange a portion of the value of common stock for an investment in a
guaranteed investment contract.
On October 1, 1995, the Plan was amended to allow participant contributions (and
any investment income earned thereon) to be allocated between investments in
Alco Standard Corporation common stock or any of the available investment funds.
Participants may change investment allocations at any time. Employer matching
contributions are made in Alco Standard Corporation common stock and may not be
redirected to any of the other available investment options. Additional
investments in Georgia-Pacific Corporation common stock (which was transferred
by plan merger into the Plan in 1994 from the accounts of employees who formerly
worked for a Georgia-Pacific subsidiary) are not permitted.
The following is a brief description of the investment funds in which
participants may direct their contributions.
Stable Value Fund - Funds are invested in fixed income investment. The fund
is managed by The Vanguard Group.
Vanguard Institutional Index Fund - Funds are invested solely in the 500
publicly traded stocks in the Standard & Poor's Composite Stock Price Index.
The fund is managed by The Vanguard Group.
Balanced Fund - Funds are invested equally in the Stable Value Fund and
Vanguard Institutional Index Fund.
PBHG Growth Fund - Funds are invested primarily in the common stocks of
companies with small capitalization and a potential for strong earnings'
growth. The fund is managed by Pilgrim Baxter & Associates.
American Funds' EuroPacific Growth Fund - Funds are invested in companies
located primarily in Europe and the Pacific Basin. The objective of the fund,
which is managed by Capital Research and Management Company, is long-term
growth of capital.
6
<PAGE>
Alco Standard Corporation
Retirement Savings Plan
Notes to Financial Statements (continued)
2. Description of Plan (continued)
Participants may borrow from their fund accounts a minimum of $1,000 up to a
maximum of $50,000 or 50% of their account balance, whichever is less. Loan
terms range from 1-5 years or up to 15 years for the purchase of a primary
residence. The loans are secured by the balance in the participant's account and
bear interest at a rate equal to the prime lending rate.
The Company has the right to amend or terminate the Plan at any time. In the
event of Plan termination, the rights of affected participants shall be 100%
vested.
Administrative expenses of the Plan are paid by the Plan.
The following plans were merged into the Plan on the effective dates indicated.
Plan Effective Date of Merger
- --------------------------------------------------------------------------------
Sun Office Systems, Inc. 401(k) Plan November 1, 1995
Delson Business Systems, Inc. Profit Sharing Plan/401(k)
Plan November 1, 1995
OES, Inc. 401(k) Profit Sharing Plan November 1, 1995
Data Graphics Northwest, Inc. Retirement Salary Savings
& Profit Sharing Plan November 1, 1995
Advance Office Machines Company 401(k) Plan November 1, 1995
Baker Business Systems, Inc. 401(k) Plan November 1, 1995
Christie's Profit Sharing and 401(k) Plan November 1, 1995
Delta Packaging Corporation 401(k) Plan November 1, 1995
Commercial Office Machines 401(k) Profit Sharing Plan November 1, 1995
More Copy Systems North, Inc. Profit Sharing Plan November 1, 1995
The Copier Store Employees Profit Sharing Plan November 1, 1995
Optech Industries, Inc. Profit Sharing and 401(k) Plan November 1, 1995
Copy America, Inc. 401(k) Retirement Savings Plan December 1, 1995
ALA of Rochester, Inc. 401(k) Plan December 1, 1995
Copy Service, Inc. 401(k) Profit Sharing Plan December 1, 1995
Greenwood Plaza Print Shop, Inc. Profit Sharing Plan December 1, 1995
Better Office Systems, Inc. 401(k) Profit Sharing Plan December 1, 1995
MPI Business Systems, Inc. 401(k) Plan December 1, 1995
Smith Copy Systems, Inc. 401(k) Profit Sharing Plan December 1, 1995
Yost Office Systems, Inc. Profit Sharing Plan December 1, 1995
Mergers resulted in transfers of net assets to the Plan of $13,288,611 during
the plan year ended December 31, 1995.
7
<PAGE>
Alco Standard Corporation
Retirement Savings Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF PLAN (CONTINUED)
Information about the Plan, including vesting, withdrawal provisions and special
provisions related to the merged plans, is contained in the Summary Plan
Description, which is available from the Plan Administrator.
3. INCOME TAX STATUS
The Internal Revenue Service has ruled that the Plan qualifies under section
401(a) of the Internal Revenue Code (IRC) and, therefore, the related trust is
not subject to tax under present income tax laws. Once qualified, the Plan is
required to operate in conformity with the IRC to maintain its qualification.
The Trustees are not aware of any course of action or series of events that have
occurred that might adversely affect the Plan's qualified status.
4. INVESTMENTS
Individual investments that represent 5% or more of the fair value of net assets
available for benefits are as follows:
SHARES OR
IDENTITY OF INVESTMENTS PAR VALUE COST MARKET VALUE
- -------------------------------------------------------------------------------
DECEMBER 31, 1995:
Alco Standard Corporation 11,391,442 shares $258,527,092 $519,734,541
common stock
DECEMBER 31, 1994:
Alco Standard Corporation
common stock 9,651,402 shares $162,631,988 $302,812,738
8
<PAGE>
Alco Standard Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
4. INVESTMENTS (CONTINUED)
Information about the net assets available for benefits by separate investment
programs at December 31, 1995 and 1994 is as follows:
<TABLE>
<CAPTION>
American
Vanguard Funds' Georgia-
Alco Stable Institutional PBHG EuroPacific Pacific
Common Value Index Balanced Growth Growth Common
Stock Fund Fund Fund Fund Fund Stock
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1995
ASSETS
Investments:
Cash equivalents $ 14,469,557 $ 6,408,605 $ - $ 409,060 $ - $ - $ -
Alco Standard Corporation
common stock 519,734,541
Investment funds 63,545,775 25,457,169 9,182,361 10,087,306 3,653,507
Georgia-Pacific Corporation
common stock 4,141,587
Participant loans
Transfer receivable from
merged plans
Investment income receivable 56,523 518,839 98,056 126
------------------------------------------------------------------------------------------------
Total assets 534,260,621 70,473,219 25,457,169 9,689,477 10,087,306 3,653,507 4,141,713
LIABILITIES
Cash overdraft 873,948
Accrued administrative expenses
------------------------------------------------------------------------------------------------
Net assets available for benefits $534,260,621 $ 70,473,219 $ 25,457,169 $ 9,689,477 $ 10,087,306 $ 3,653,507 $ 3,267,765
================================================================================================
1994
ASSETS
Investments:
Cash equivalents
Alco Standard Corporation
common stock $302,812,738 $ - $ - $ - $ - $ - $ -
Investment fund 6,425,004
Contributions receivable 3,843,261
Investment income receivable 42,918
Cash 210,057 5,973
------------------------------------------------------------------------------------------------
Net assets available for benefits $306,866,056 $ 6,473,895 $ - $ - $ - $ - $ -
================================================================================================
</TABLE>
<TABLE>
<CAPTION>
Participant Other
Loans Assets Total
----------------------------------------
<S> <C> <C> <C>
1995
ASSETS
Investments:
Cash equivalents $ - $ 7,588,083 $ 28,875,305
Alco Standard Corporation
common stock 519,734,541
Investment funds 111,926,118
Georgia-Pacific Corporation
common stock 4,141,587
Participant loans 10,964,688 10,964,688
Transfer receivable from
merged plans 6,751,348 6,751,348
Investment income receivable 19,172 692,716
----------------------------------------
Total assets 10,964,688 $ 14,358,603 $683,086,303
LIABILITIES
Cash overdraft 873,948
Accrued administrative expenses 180,474 180,474
----------------------------------------
Net assets available for benefits $ 10,964,688 $ 14,178,129 $682,031,881
========================================
1994
ASSETS
Investments:
Cash equivalents
Alco Standard Corporation
common stock $ - $ - $302,812,738
Investment fund 6,425,004
Contributions receivable 3,843,261
Investment income receivable 42,918
Cash 216,030
----------------------------------------
Net assets available for benefits $ - $ - $313,339,951
========================================
</TABLE>
9
<PAGE>
Alco Standard Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
4. INVESTMENTS (CONTINUED)
The changes in net assets available for benefits by separate investment programs
for the years ended December 31, 1995 and 1994 are as follows:
<TABLE>
<CAPTION>
American
Vanguard Funds' Georgia-
Alco Stable Institutional PBHG EuroPacific Pacific
Common Value Index Balanced Growth Growth Common
Stock Fund Fund Fund Fund Fund Stock
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net assets available for benefits
at January 1, 1994 $249,772,927 $ 5,430,598 $ - $ - $ - $ - $ -
Employee contributions 32,721,911
Employer contributions 20,776,773
Investment income 4,678,707 438,726
Benefit payments (33,624,563) (4,045,125)
Administrative expenses (213,327)
Realized and unrealized gain
on investments 37,412,324
Interfund transfers (4,649,696) 4,649,696
------------------------------------------------------------------------------------------------
Net assets available for benefits
at December 31, 1994 306,866,056 6,473,895
Employee contributions 39,016,141 122,503 177,989 87,624 347,857 133,542 15,191
Employer contributions 25,229,597 4,568 2,339 4,614 2,584 2,557
Investment income 5,658,382 1,322,060 390,583 65,037 66,198 50,371
Assets transferred or
receivable from
merged plans 68,109,329 74,370,638 23,848,599 6,359,311 86,505 36,863 10,493,432
Benefit payments (34,050,713) (10,282,771) (1,229,657) (435,086) (105,624) (55,588) (2,434,860)
Administrative expenses (244,700)
Realized and unrealized gain
(loss) on investments 148,118,811 1,085,363 251,514 854,523 15,158 (1,818,806)
Interfund transfers (24,442,282) (1,537,674) 1,181,953 3,356,463 8,901,461 3,454,777 (3,037,563)
------------------------------------------------------------------------------------------------
Net assets available for benefits
at December 31, 1995 $534,260,621 $ 70,473,219 $ 25,457,169 $ 9,689,477 $ 10,087,306 $ 3,653,507 $ 3,267,765
================================================================================================
</TABLE>
<TABLE>
<CAPTION>
Partcipant Other
Loans Assets Total
----------------------------------------
<S> <C> <C> <C>
Net assets available for benefits
at January 1, 1994 $ - $ - $255,203,525
Employee contributions 32,721,911
Employer contributions 20,776,773
Investment income 5,126,433
Benefit payments (37,687,688)
Administrative expenses (213,327)
Realized and unrealized gain
on investments 37,412,324
Interfund transfers
----------------------------------------
Net assets available for benefits
at December 31, 1994 313,339,951
Employee contributions 39,900,847
Employer contributions 25,246,259
Investment income 47,243 47,243 7,647,717
Assets transferred or
receivable from
merged plans 904,689 12,219,401 196,428,767
Benefit payments (48,594,299)
Administrative expenses (199,224) (443,924)
Realized and unrealized gain
(loss) on investments 148,506,563
Interfund transfers 10,012,756 2,110,109 -
----------------------------------------
Net assets available for benefits
at December 31, 1995 $ 10,964,688 $ 14,178,129 $682,031,881
========================================
</TABLE>
10
<PAGE>
Alco Standard Corporation
Retirement Savings Plan
Notes to Financial Statements (continued)
5. TRANSACTIONS WITH PARTIES-IN-INTEREST
During 1995 and 1994, respectively, the Plan purchased from Alco Standard
Corporation 1,499,238 shares (cost $53,534,266) and 1,984,580 shares (cost
$56,828,922) of its common stock. Amounts paid for these shares approximated the
average market price in the month of purchase.
6. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
DECEMBER 31,
1995 1994
----------------------------
Net assets available for benefits per the
financial statements $682,031,881 $313,339,951
Amounts allocated to withdrawn participants (404,562) (2,599,224)
----------------------------
Net assets available for benefits per the
Form 5500 $681,627,319 $310,740,727
============================
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
YEAR ENDED
DECEMBER 31,
1995
------------
Benefits paid to participants per the
financial statements $48,594,299
Add: amounts allocated to withdrawn participants at
December 31, 1995 404,562
Less: amounts allocated to withdrawn participants
at December 31, 1994 (2,599,224)
------------
Benefits paid to participants per the Form 5500 $46,399,637
============
Amounts allocated to withdrawn participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to year
end but not yet paid.
11
<PAGE>
Alco Standard Corporation
Retirement Savings Plan
Notes to Financial Statements (continued)
7. SUBSEQUENT EVENTS
The following plans were merged into Plan on the effective dates indicated.
<TABLE>
<CAPTION>
EFFECTIVE DATE
PLAN OF MERGER
- ------------------------------------------------------------------------------------------------------------
<S> <C>
Creative Graphic Service, Inc. Profit Sharing Plan March 1, 1996
Service Packaging Corporation Profit Sharing Plan March 1, 1996
Adrian-Lewis, Inc. Profit Sharing Plan April 1, 1996
Business Products, Inc. 401(k) Plan April 1, 1996
Carousel Computer Solutions Thrift Plan April 1, 1996
The R3 Group 401(k) Plan April 1, 1996
RBPI Retirement Plan April 1, 1996
Reprotech Document Services, Inc. 401(k) Profit Sharing Plan April 1, 1996
Select Office Systems, Inc. 401(k) Plan April 1, 1996
Allstate business Products, Inc. Integrated Defined Contribution Plan May 1, 1996
Basetec 401(k) Profit Sharing Plan May 1, 1996
Cash Lewis Company 401(k) Plan May 1, 1996
The Clark Group Ltd. Profit Sharing Plan May 1, 1996
Cyberstar Corporation Employee Stock Ownership Plan May 1, 1996
Cyberstar Corporation 401(k) Plan May 1, 1996
Decker's Inc. 401(k) Retirement Plan May 1, 1996
Diversified Business Products, Inc. Retirement Savings Plan May 1, 1996
Inlander-Steinler Paper Company Profit Sharing Plan May 1, 1996
Mankato Business Products, Inc. 401(k) Profit Sharing Plan May 1, 1996
Miami Valley Office Products, Inc. 401(k) Profit Sharing Plan May 1, 1996
Packaging Consultants & Supply Co., Inc. Profit Sharing and Incentive Savings
Plan May 1, 1996
SOS Office Systems, Inc. Profit Sharing Plan May 1, 1996
Spiral Recycling, Inc. Profit Sharing Plan May 1, 1996
Western Paper Distributors, Inc. Profit Sharing Plan May 1, 1996
Business Services Company of Utica, Inc. Profit Sharing Plan June 1, 1996
Camadon, Inc. 401(k) Profit Sharing Plan June 1, 1996
Coordinated Business Systems Ltd. Savings Plan June 1, 1996
Corporate Graphics, Inc. Tax Deferred Retirement Plan June 1, 1996
Jack Davenport Typewriter Company Profit Sharing 401(k) Plan June 1, 1996
D&D Office Products, Inc. 401(k) Plan June 1, 1996
Document Services, Inc. Profit Sharing Retirement Plan June 1, 1996
Quorum Corporation Profit Sharing Retirement Plan June 1, 1996
RMA/Kolko Corporation Profit Sharing/401(k) Plan June 1, 1996
Net assets related to the mergers in 1996 will be transferred to the Plan as
soon as administratively possible.
12
</TABLE>
<PAGE>
Alco Standard Corporation
Retirement Savings Plan
Assets Held for Investment Purposes
December 31, 1995
<TABLE>
<CAPTION>
Description Current
Identity of Issue of Investment Cost Value
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Collective Short Term Investment Fund Short-term fixed
of The Northern Trust Company* income investments
28,875,305 units $ 28,875,305 $ 28,875,305
Alco Standard Corporation* Common Stock -
11,391,442 shares 258,527,092 519,734,541
Georgia-Pacific Corporation Common Stock -
60,351 shares 5,279,677 4,141,587
Vanguard Institutional Index Fund Equity investments -
524,822 units 29,295,184 30,402,874
PBHG Growth Fund Equity investments -
421,721 units 9,240,078 10,087,306
American Funds' EuroPacific Growth Equity investments -
Fund 157,956 units 3,639,395 3,653,507
Vanguard Investment Contract Trust Guaranteed investment
contracts -
32,615,039 units 32,615,039 32,615,039
Deutsche Bank Guaranteed investment
contracts -
25,162,835 units 25,162,835 25,162,835
United Bank of Switzerland Guaranteed investment
contracts -
10,904,557 units 10,004,557 10,004,557
Participant loans: Participant loans, at
various interest rates
ranging between 6%
and 11.5% -- 10,964,688
-----------------------------
$402,639,162 $675,642,239
=============================
</TABLE>
* Party-in-interest.
13
<PAGE>
Alco Standard Corporation Retirement Savings Plan
Reportable Transactions
Year ended December 31, 1995
<TABLE>
<CAPTION>
SELLING PRICE
IDENTITY OF PURCHASE OR MATURITY NET GAIN
PARTY INVOLVED DESCRIPTION OF ASSETS PRICE VALUE COST OR (LOSS)
- ----------------------------------------------------------------------------------------------------------------------------------
Category I--A single transaction in excess of 5% of plan assets
- ---------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Connecticut General Life
Insurance Company Guaranteed Investment Contracts--sold
Guaranteed Long-Term Fund 22,865,515 units $ 22,865,515 $ 22,865,515 $ --
Deutsche Bank Deutsche Bank VG ALC-1 5.95--
purchased 25,000,000 units $ 25,000,000
<CAPTION>
Category III--A series of transactions in a security issue aggregating 5% of plan assets
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Alco Standard Corporation* Common stock--purchased 1,499,238
shares and sold 1,398,617 shares
in multiple transactions. 53,534,266 51,889,707 24,797,605 27,092,112
Connecticut General Life Guaranteed Investment Contract--
Insurance Company purchased 1,166,174 units and sold
Guaranteed Long-Term Fund 31,201,988 units in multiple
transactions 1,166,174 31,201,988 31,201,988 --
Deutsche Bank Deutsche Bank VG ALC-1 5.95--purchased
25,166,800 shares in 3 transactions;
sold 3,965 shares in 1 transaction 25,166,800 3,965 3,965 --
Collective Short Term Short-term fixed income investments--
Investment Fund of The purchased 181,603,666 and sold
Northern Trust Company* 155,501,247 units in multiple
transactions 181,603,666 155,501,247 -- --
</TABLE>
Pursuant to Department of Labor Regulation Section 2520.103-6, there were no
Category II or IV reportable transactions during 1995.
* Party-in-interest.
14
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-20479) pertaining to the Alco Standard Corporation Retirement Savings
Plan (the "Plan") and in the related Prospectus of our report dated June 14,
1996, with respect to the financial statements and schedules of the Plan
included in this Annual Report (Form 11-K) for the year ended December 31, 1995.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
June 26, 1996
