<PAGE>
----------------------------------
UNITED STATES
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 end...................
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO 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: IKON OFFICE SOLUTIONS, INC. RETIREMENT SAVINGS
PLAN (FORMERLY ALCO STANDARD CORPORATION RETIREMENT SAVINGS PLAN).
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office: IKON OFFICE SOLUTIONS, INC., P.O.
BOX 834, VALLEY FORGE, PA 19482-0834.
----------------------------------
<PAGE>
REQUIRED INFORMATION
--------------------
a. Financial Statements. The following financial statements are furnished
--------------------
for the Pan.
1. Audited Statements of Net Assets Available for Benefits -
December 31, 1996 and December 31, 1995.
2. Audited Statements of Changes in Net Assets Available for Benefits -
for the years ended December 31, 1996 and December 31, 1995.
3. Notes to Financial Statements
4. Schedules
(a) Assets Held for Investment Purposes
(b) Reportable Transactions
b. Exhibit
-------
Exhibit 23 Consent of Independent Auditors
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees have duly caused this annual report to be signed by the undersigned
thereunto duly authorized.
IKON OFFICE SOLUTIONS, INC.
RETIREMENT SAVINGS PLAN
By: /s/ Nancy J. Heiden Dated: June 26, 1997
----------------------------
Nancy J. Heiden
Plan Administrator
<PAGE>
Financial Statements and Schedules
Alco Standard Corporation
Retirement Savings Plan
Years ended December 31, 1996 and 1995
with Report of Independent Auditors
<PAGE>
Alco Standard Corporation
Retirement Savings Plan
Financial Statements and Schedules
Years ended December 31, 1996 and 1995
Contents
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.........................................15
Reportable Transactions.....................................................16
<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 as of December 31, 1996
and 1995, 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, 1996 and 1995, 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, 1996 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.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
May 16, 1997
1
<PAGE>
Alco Standard Corporation
Retirement Savings Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
December 31
1996 1995
----------------------------------------
<S> <C> <C>
Assets
Investments:
Cash and cash equivalents $ 26,775,350 $ 28,875,305
Alco Standard Corporation common stock 592,395,791 519,734,541
Investment funds 175,286,757 111,926,118
Georgia-Pacific Corporation common stock - 4,141,587
Participant loans 24,476,213 10,964,688
----------------------------------------
818,934,111 675,642,239
Transfers receivable from merged plans 1,444,397 6,751,348
Investment income receivable 1,384,535 692,716
----------------------------------------
821,763,043 683,086,303
Liabilities
Cash overdraft - 873,948
Accrued administrative expenses 527,294 180,474
----------------------------------------
Net assets available for benefits $ 821,235,749 682,031,881
========================================
</TABLE>
See accompanying notes.
2
<PAGE>
Alco Standard Corporation
Retirement Savings Plan
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
Year ended December 31
1996 1995
-----------------------------------------
<S> <C> <C>
Additions:
Employee contributions $ 54,007,081 $ 39,900,847
Employer contributions 26,328,149 25,246,259
Assets transferred or receivable from
merged plans 55,671,620 196,428,767
Dividend income 8,023,702 6,127,391
Interest income 6,896,749 1,520,326
-----------------------------------------
Total additions 150,927,301 269,223,590
Deductions:
Benefits paid to participants 85,485,849 48,594,299
Administrative expenses 4,269,789 443,924
-----------------------------------------
Total deductions 89,755,638 49,038,223
-----------------------------------------
61,171,663 220,185,367
Realized and unrealized gain on
investments 78,032,205 148,506,563
-----------------------------------------
Net increase for the year 139,203,868 368,691,930
Net assets available for benefits at
beginning of year 682,031,881 313,339,951
-----------------------------------------
Net assets available for benefits at end of year $ 821,235,749 $ 682,031,881
=========================================
</TABLE>
See accompanying notes.
3
<PAGE>
Alco Standard Corporation
Retirement Savings Plan
Notes to Financial Statements
December 31, 1996
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 fair
value. 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.
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. Participation is limited to full-time and part-time non-union
employees 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. As of December 31,
1996, any remaining Georgia-Pacific Corporation common stock was sold and the
proceeds invested by the trustees in Alco Standard Corporation common stock.
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 investments. 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.
<TABLE>
<CAPTION>
Effective Date
Plan of Merger
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C>
Creative Graphic Services, 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
</TABLE>
7
<PAGE>
Alco Standard Corporation
Retirement Savings Plan
Notes to Financial Statements (continued)
2. Description of Plan (continued)
<TABLE>
<CAPTION>
Effective Date
Plan of Merger
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C>
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
Atlanta Legal Copies, Inc. 401(k) Retirement Savings Plan July 1, 1996
Complete Business Systems, Inc. Thrift and Profit Sharing Plan July 1, 1996
Copy Data of Lafayette, Inc. Profit Sharing 401(k) Plan July 1, 1996
CDP Imaging Systems 401(k) Plan July 1, 1996
DeGroot Office Machine Company Profit Sharing Plan July 1, 1996
Marwyck 401(k) Plan July 1, 1996
MBS Business Systems, Inc. 401(k) Profit Sharing Plan July 1, 1996
More Copy Systems, Inc. 401(k) Profit Sharing Plan July 1, 1996
Raban Supply, Inc. 401(k) Profit Sharing Plan July 1, 1996
RMA/Kolko Corporation Profit Sharing/401(k) Plan July 1, 1996
Richards & Simmons, Inc. Profit Sharing Savings Plan July 1, 1996
Scot Business Systems, Inc. 401(k) Plan July 1, 1996
Set Point Paper 401(k) Pension and Savings Plan July 1, 1996
Source One Corporation, Inc. Profit Sharing Savings Plan July 1, 1996
Source One Supply of Ft. Wayne, Inc. Profit Sharing Savings Plan July 1, 1996
Standard Copy, Inc. 401(k) Plan July 1, 1996
Systems, Inc. Pension Plan July 1, 1996
West Coast Information Systems, Inc. Employees' 401(k) and Profit Sharing Plan July 1, 1996
Carr Paper Company 401(k) Profit Sharing Plan October 1, 1996
Central Office Products, Inc. 401(k) Plan October 1, 1996
Conifer Crent Company Salary Savings Plan October 1, 1996
Copy Systems of Savannah, Inc. 401(k) Retirement Plan October 1, 1996
Engineered Packaging Systems, Inc. Retirement Plan October 1, 1996
Engineered Packaging Systems Indiana, Inc. Retirement Plan October 1, 1996
Graham Copy Products, Inc. Profit Sharing Plan October 1, 1996
</TABLE>
8
<PAGE>
Alco Standard Corporation
Retirement Savings Plan
Notes to Financial Statements (continued)
2. Description of Plan (continued)
<TABLE>
<CAPTION>
Effective Date
Plan of Merger
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C>
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
</TABLE>
The above mergers resulted in transfers of net assets to the Plan of $55,671,620
and $13,288,608 during the plan years ended December 31, 1996 and 1995,
respectively.
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. Unisource Spin-off
On June 19, 1996, Alco Standard Corporation ("Alco") announced that it would
separate Unisource, its printing and imaging and supply systems distribution
business from IKON, its office solutions business, with each business operating
as a stand-alone, publicly traded company. In order to effect the separation of
these businesses, Alco declared a dividend payable to holders of record of Alco
common stock at the close of business on December 13, 1996 of one share of
common stock, $.001 par value, of Unisource for every two shares of Alco stock.
The distribution resulted in 100% of the outstanding shares of Unisource common
stock being distributed to Alco shareholders on January 2, 1997. In addition,
the name of the Corporation was changed from Alco Standard Corporation to IKON
Office Solutions, Inc. effective January 23, 1997. Following the spin-off of
Unisource, which was completed on
9
<PAGE>
Alco Standard Corporation
Retirement Savings Plan
Notes to Financial Statements (continued)
3. Unisource Spin-off (continued)
December 31, 1996, a retirement savings plan covering eligible employees of
Unisource was established effective January 1, 1997. Net assets of the Plan of
$361,438,780, equal to the aggregate account balances of active employees of
Unisource on January 2, 1997, were transferred to the Unisource Worldwide, Inc.
Retirement Savings Plan (Unisource Plan). Effective January 1, 1997, the name of
the Plan was changed to the IKON Office Solutions Retirement Savings Plan (IKON
Plan).
4. 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.
5. Investments
Individual investments that represent 5% or more of the fair value of net assets
available for benefits are as follows:
<TABLE>
<CAPTION>
Shares or
Identity of Investments Par Value Cost Market Value
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
December 31, 1996:
Alco Standard Corporation
Common Stock 11,474,979 shares $ 283,543,051 $ 592,395,791
Vanguard Institutional
Index Fund 704,064 units 42,317,379 48,481,810
December 31, 1995:
Alco Standard Corporation
Common Stock 11,391,442 shares $ 258,527,092 $ 519,734,541
</TABLE>
10
<PAGE>
Alco Standard Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
5. Investments (continued)
Information about the net assets available for benefits by separate investment
programs at December 31, 1996 and 1995 is as follows:
<TABLE>
<CAPTION>
American
Vanguard Funds'
Alco Common Stable Value Institutional PBHG Growth EuroPacific Georgia-Pacific
Stock Fund Index Fund Balanced Fund Fund Growth Fund Common Stock
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1996
Assets
Investments:
Cash and cash equivalents $ 10,842,575 $ 10,011,270 $ -- $ 990,232 $ -- $ -- $ --
Alco Standard Corporation
common stock 592,395,791
Investment funds 69,050,098 40,322,117 14,910,688 37,482,182 13,521,672
Participant loans
Transfer receivable from
merged plans
Investment income receivable 59,499 44,857 1,041,100 214,891
---------------------------------------------------------------------------------------------------
Total assets 603,297,865 79,106,225 41,363,217 16,115,811 37,482,182 13,521,672 --
Liabilities
Accrued administrative expenses
---------------------------------------------------------------------------------------------------
Net assets available for benefits $603,297,865 $ 79,106,225 $ 41,363,217 $16,115,811 $37,482,182 $13,521,672 $ --
===================================================================================================
1995
Assets
Investments:
Cash and 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
===================================================================================================
<CAPTION>
Participant
Loans Other Assets Total
------------------------------------------
<S> <C> <C> <C>
1996
Assets
Investments:
Cash and cash equivalents $ 348 $ 4,930,925 $ 26,775,350
Alco Standard Corporation
common stock 592,395,791
Investment funds 175,286,757
Participant loans 24,476,213 24,476,213
Transfer receivable from
merged plans 1,444,397 1,444,397
Investment income receivable 24,188 1,384,535
----------------------------------------
Total assets 24,476,561 6,399,510 821,763,043
Liabilities
Accrued administrative expenses 527,294 527,294
----------------------------------------
Net assets available for benefits $ 24,476,561 $ 5,872,216 $821,235,749
========================================
1995
Assets
Investments:
Cash and 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
========================================
</TABLE>
<PAGE>
Alco Standard Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
5. Investments (continued)
The changes in net assets available for benefits by separate investment programs
for the years ended December 31, 1996 and 1995 are as follows:
<TABLE>
<CAPTION>
Vanguard
Alco Common Stable Value Institutional PBHG Growth
Stock Fund Index Fund Balanced Fund Fund
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net assets available for benefits at
January 1, 1995 $306,866,056 $ 6,473,895 $ - $ - $ -
Employee contributions 39,016,141 122,503 177,989 87,624 347,857
Employer contributions 25,229,597 4,568 2,339 4,614 2,584
Investment income 5,658,382 1,322,060 390,583 65,037
Assets transferred or receivable from
merged plans 68,109,329 74,370,638 23,848,599 6,359,311 86,505
Benefit payments (34,050,713) (10,282,771) (1,229,657) (435,086) (105,624)
Administrative expenses (244,700)
Realized and unrealized gain (loss)
on investments 148,118,811 1,085,363 251,514 854,523
Interfund transfers (24,442,282) (1,537,674) 1,181,953 3,356,463 8,901,461
---------------------------------------------------------------------------
Net assets available for benefits at
December 31, 1995 534,260,621 70,473,219 25,457,169 9,689,477 10,087,306
Employee contributions 43,929,005 962,790 2,278,511 1,047,304 4,224,837
Employer contributions 26,158,465 41,763 39,838 29,482 37,393
Investment income 6,919,153 4,187,453 1,102,416 221,056
Assets transferred or receivable from
merged plans 4,518,838 42,178,906 760,877 822,446 1,310,825
Benefit payments (56,021,674) (22,304,429) (3,067,332) (1,659,181) (1,639,349)
Administrative expenses
Realized and unrealized gain (loss)
on investments 68,734,437 5,484,869 1,491,217 1,336,287
Interfund transfers (25,200,980) (16,433,477) 9,306,869 4,474,010 22,124,883
---------------------------------------------------------------------------
Net assets available for benefits at
December 31, 1996 $603,297,865 $ 79,106,225 $ 41,363,217 $ 16,115,811 $ 37,482,182
===========================================================================
<CAPTION>
American
Funds'
EuroPacific Georgia-Pacific Participant
Growth Fund Common Stock Loans Other Assets Total
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net assets available for benefits at
January 1, 1995 $ - $ - $ - $ - $ 313,339,951
Employee contributions 133,542 15,191 39,900,847
Employer contributions 2,557 25,246,259
Investment income 66,198 50,371 47,243 47,843 7,647,717
Assets transferred or receivable from
merged plans 36,863 10,493,432 904,689 12,219,401 196,428,767
Benefit payments (55,588) (2,434,860) (48,594,299)
Administrative expenses (199,224) (443,924)
Realized and unrealized gain (loss)
on investments 15,158 (1,818,806) 148,506,563
Interfund transfers 3,454,777 (3,037,563) 10,012,756 2,110,109 -
---------------------------------------------------------------------------
Net assets available for benefits at
December 31, 1995 3,653,507 3,267,765 10,964,688 14,178,129 682,031,881
Employee contributions 1,564,634 54,007,081
Employer contributions 21,208 25,328,149
Investment income 559,510 1,473 1,544,694 384,696 14,920,451
Assets transferred or receivable from
merged plans 475,152 236,743 5,367,833 55,671,620
Benefit payments (694,833) (99,051) (85,485,849)
Administrative expenses (4,269,789) (4,269,789)
Realized and unrealized gain (loss)
on investments 962,574 22,821 78,032,205
Interfund transfers 6,979,920 (3,193,008) 11,730,436 (9,788,653) -
---------------------------------------------------------------------------
Net assets available for benefits at
December 31, 1996 $ 13,521,672 $ - $ 24,476,561 $ 5,872,216 $ 821,235,749
===========================================================================
</TABLE>
12
<PAGE>
Alco Standard Corporation
Retirement Savings Plan
Notes to Financial Statements (continued)
6. Transactions with Parties-in-Interest
During 1996 and 1995, respectively, the Plan purchased from Alco Standard
Corporation 840,331 shares (cost $39,456,849) and 1,499,238 shares (cost
$53,534,266) of its common stock. Amounts paid for these shares approximated the
average market price in the month of purchase.
7. Differences Between Financial Statements and Form 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31,
1996 1995
---------------------------------------
<S> <C> <C>
Net assets available for benefits per the
financial statements $ 821,235,749 $ 682,031,881
Amounts allocated to withdrawn participants (829,831) (404,562)
=================== ===================
Net assets available for benefits per the Form 5500 $ 820,405,918 $ 681,627,319
=================== ===================
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
Year ended
December 31,
1996
--------------------
<S> <C>
Benefits paid to participants per the financial statements $ 85,485,849
Add: amounts allocated to withdrawn participants at
December 31, 1996 829,831
Less: amounts allocated to withdrawn participants
at December 31, 1995 (404,562)
====================
Benefits paid to participants per the Form 5500 $ 85,911,118
====================
</TABLE>
Amounts allocated to withdrawn participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to year
end but not yet paid.
13
<PAGE>
Alco Standard Corporation
Retirement Savings Plan
Notes to Financial Statements (continued)
8. Subsequent Events
As a result of the spin-off of Unisource Worldwide, Inc. described in Note 3,
the Plan received 5,737,490 shares of Unisource common stock on January 2, 1997
and the name of the Corporation was changed to IKON Office Solutions, Inc.
effective January 23, 1997.
The Plan has experienced a material decline in net assets available for benefits
subsequent to December 31, 1996 due to to the transfer of assets of $361,438,780
to the Unisource Plan as described in Note 3 and declines in the market value of
IKON and Unisource common stock from $41 1/2 and $20 1/4 per share,
respectively, at December 31, 1996 to $28 3/8 and $17 3/8, respectively at May
16, 1997.
The following plans were merged into Plan on the effective dates indicated.
<TABLE>
<CAPTION>
Effective Date
Plan of Merger
- --------------------------------------------------------------------------------------------------------------------------
<S> <C>
BCS Integration 401(k) Plan January 1, 1997
Blue-Prints, Inc. 401(k) Profit Sharing Plan January 1, 1997
Cleo's Products & Services, Inc. 401(k) Plan January 1, 1997
The Computer Group, Inc. 401(k) Plan January 1, 1997
Data-Image Systems Corp. 401(k) Profit Sharing Plan January 1, 1997
Executive Automation Consultants, Inc./Network Institute of America, Inc. Profit Sharing Plan January 1, 1997
Global Services, Inc. Employee Savings Plan January 1, 1997
Graphic Management & Services Group, Inc. Profit Sharing Plan January 1, 1997
Integra Technology International, Inc. 401(k) Profit Sharing Plan January 1, 1997
Lasergraphics 401(k) Profit Sharing Plan January 1, 1997
Legal One, Inc. 401(k) Plan January 1, 1997
Mount Auburn Press, Inc. 401(k) Plan January 1, 1997
Prounis Consulting Group, Inc. 401(k) Plan January 1, 1997
Real World Systems, Inc. 401(k) Plan January 1, 1997
Sunrise Computer Systems, Inc. 401(k) Profit Sharing Plan January 1, 1997
Universal Network, Inc. Savings and Profit Sharing Plan January 1, 1997
The Woodhull Corporation Profit Sharing and Savings Plan January 1, 1997
Zachary Jackson, Inc. Profit Sharing Plan January 1, 1997
Zachary Jackson, Inc. 401(k) Plan January 1, 1997
City Business Machines, Inc. 401(k) Plan April 1, 1997
HBM Technology Services, Inc. 401(k) Profit Sharing Plan April 1, 1997
Kenwood Associates 401(k) Plan April 1, 1997
Key Business Systems, Inc. Profit Sharing Plan April 1, 1997
</TABLE>
Assets related to the mergers in 1997 will be transferred to the Plan as soon as
administratively possible.
14
<PAGE>
Alco Standard Corporation
Retirement Savings Plan
Assets Held for Investment Purposes
December 31, 1996
<TABLE>
<CAPTION>
Identity of Issue Description of Cost Current Value
Investment
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Collective Short Term Short-term fixed income
Investment Fund of the investments - 26,775,350
Northern Trust Company* units $ 26,775,350 $ 26,775,350
Alco Standard Corporation* Common Stock - 11,474,979
shares 283,543,051 592,395,791
Vanguard Institutional Equity investments -
Index Fund 704,064 units 42,317,379 48,481,810
PBHG Growth Fund Equity investments -
1,426,806 units 36,095,812 37,482,182
American Funds' EuroPacific Equity investments -
Growth Fund 519,266 units 12,677,291 13,521,673
Deutsche Bank Guaranteed investment
contracts - 26,617,089 units 26,617,089 26,617,089
United Bank of Switzerland Guaranteed investment
contracts - 10,565,766 units 10,565,766 10,565,766
Principal Mutual Guaranteed investment
contracts - 7,543,591 units 7,543,591 7,543,591
Bayerische Landesbank Guaranteed investment
contracts - 10,466,271 units 10,466,271 10,466,271
Metropolitan Life Guaranteed investment
Insurance Company contracts - 10,444,026 units 10,444,026 10,444,026
Caisse des Depots et Guaranteed investment
Consignations contracts - 10,164,349 units 10,164,349 10,164,349
Participant loans Participant loans, at various
interest rates ranging between
6% and 11.5% - 24,476,213
---------------------------------
$477,209,975 $818,934,111
=================================
</TABLE>
*Party-in-interest
15
<PAGE>
Alco Standard Corporation Retirement Savings Plan
Reportable Transactions
Year ended December 31, 1996
<TABLE>
<CAPTION>
Selling Price or Net Gain
Identity of Party Involved Description of Assets Purchase Price Maturity Value Cost or (Loss)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Category III--A series of transactions in a security issue aggregating 5% of plan assets
- ----------------------------------------------------------------------------------------
Alco Standard Corporation* Common stock--purchased 840,331
shares and sold 756,794 shares in
multiple transactions $ 39,456,849 $ 25,027,658 $ 14,440,890 $ 10,586,768
PBHG Growth Fund Equity investments--purchased
1,405,151 shares and sold 400,066
shares in multiple transactions 36,500,173 10,441,584 9,644,439 797,145
Collective Short-Term Short-term fixed income
Investment Fund of The investments--purchased 671,990,542
Northern Trust Company* units and sold 674,090,497 shares in
multiple transactions 671,990,542 674,090,497 674,090,497 --
</TABLE>
Pursuant to Department of Labor Regulation Section 2520.103-6, there were no
Category I, II, or IV reportable transactions during the year ended December 31,
1996.
*Party-in-interest
16
<PAGE>
FORM 11-K
IKON OFFICE SOLUTIONS, INC. RETIREMENT SAVINGS PLAN
FISCAL YEAR ENDED DECEMBER 31, 1996
INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
Exhibit 23 Consent of Independent Auditors
</TABLE>
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-19267 pertaining to the IKON Office Solutions, Inc. Retirement
Savings Plan (formerly the Alco Standard Corporation Retirement Savings Plan) of
our report dated May 16, 1997, with respect to the financial statements and
schedules of the IKON Office Solutions, Inc. Retirement Savings Plan included in
this Annual Report (Form 11-K) for the year ended December 31, 1996.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
June 25, 1997
