<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 17, 1995
ALCO STANDARD CORPORATION
---------------------------
(Exact name of registrant as specified in its charter)
OHIO File No. 1-5964 23-0334400
- --------------- ---------------- -------------
(State or other (Commission File (IRS Employer
jurisdiction of Number) (Identification
incorporation) Number)
P.O. Box 834, Valley Forge, Pennsylvania 19482
-------------------------------------------- ---------
Registrant's telephone number, including area code: (610) 296-8000
--------------
Not Applicable
------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
------------
The Registrant is filing this Form 8-K under Item 5 of the Form in order to
report certain information contained in its Press Release dated October 17, 1995
including: 1) the Registrant's earnings for the fiscal year ended September 30,
1995; 2) the announcement of a 2 for 1 stock split of the Registrant's common
stock, effective October 27, 1995; and 3) the announcement of an increase in the
Registrant's quarterly common stock dividend to 14 cents per share (on an after-
split basis), payable on December 10, 1995 to shareholders of record on November
20, 1995.
Item 7. Financial Statements, Pro Forma Financial Information
-----------------------------------------------------
and Exhibits.
------------
(c) Exhibits.
--------
Press Release dated October 17, 1995
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ALCO STANDARD CORPORATION
By: /s/ Michael J. Dillon
--------------------------------
Michael J. Dillon
Controller
Dated: October 17, 1995
<PAGE>
Index to Exhibit
----------------
Page
----
(28) Press Release Dated October 17, 1995
<PAGE>
Exhibit 28
ALCO STANDARD REPORTS RECORD EARNINGS FOR FISCAL 1995,
ANNOUNCES 2 FOR 1 STOCK SPLIT, AND DIVIDEND INCREASE
Valley Forge, Pennsylvania--October 17, 1995--Alco Standard Corporation
(NYSE:ASN) reported today record revenues and earnings for fiscal year 1995, a
two for one stock split, and a dividend increase.
Revenues for Alco's fiscal year ended September 30, 1995 were $9.9 billion,
a 24% increase over fiscal 1994. Operating income grew 32% over the prior year
to $477 million. Income from continuing operations for the year was $219
million, representing a 32% increase over adjusted income from continuing
operations for last year.
Earnings per share from continuing operations on a post-stock split basis
were $1.81 (or $3.63 on a pre-stock split basis), a 27% increase over $1.43 the
prior year. This comparison excludes a charge in 1994 for the sale of Alco's
interest in a German-based joint venture. Including this charge, earnings per
share were $0.55 in 1994.
Net income for the year was $203 million, or $1.67 per share on a post-
stock split basis, including a charge to discontinued operations of $16.5
million for environmental liabilities taken during the fourth quarter. Average
shares outstanding increased 5% during the year.
Alco Office Products posted revenues in fiscal year 1995 of $2.9 billion,
an increase of 30%. Operating income advanced 26% to $252 million. Operating
margins were 8.6%. Excluding expenses incurred to fund AOP's transformation,
operating margins were 9.0% compared with 8.9% for 1994.
-more-
<PAGE>
Strong internal growth and a record number of acquisitions contributed to
the impressive growth at AOP. Excluding acquisitions, revenues in 1995 rose 17%
and operating income 19%. The group acquired 101 companies in North America and
the United Kingdom in fiscal 1995, representing $578 million in annualized
revenues. AOP continues to turn in strong performances while it embarks on
transforming its business to become the premier provider of office solutions.
Revenues for Unisource grew to $7.0 billion, a 21% increase over the prior
year. Operating income was up 39% to $225 million. Operating margins improved
to 3.2% for the year versus 2.8% last year.
This substantial growth is the result of a strong paper market, volume
increases, benefits from the group's ongoing restructuring, and the impact of
acquisitions. Unisource acquired 12 companies with annualized revenues of $152
million during the year.
Unisource made substantial progress in its restructuring program in 1995.
Customer Service Centers have been opened in all ten U.S. regions and the
implementation has just begun for the information technology system that will
support all Unisource activities.
"We are very pleased with Alco's performance in 1995," remarked John
Stuart, president and chief executive officer. "We achieved all of our major
goals for the year, and we remain focused on the creation of shareholder value.
The key performance measurements continue to be sustainable growth and cash
return. Incentives throughout the company remain linked to both.
"Alco Office Products and Unisource are at different stages in their
transformations," Stuart continued. "As we continue to make progress in
transforming both businesses, we will further enhance our position as market
leaders, while strengthening our ability to meet our customers' needs in a
superior fashion."
-more-
<PAGE>
For the quarter ended September 30, 1995, total Alco revenues increased 27%
to $2.7 billion. Operating income rose to $138 million, and income from
continuing operations was up 34% to $66 million, or $0.52 per share ( $1.04 on
a pre-split basis). Net income in the quarter was $49 million or $0.38 per
share, including the charge to discontinued operations previously announced.
Net income in the fourth quarter of 1994 was $49 million, or $0.42 per share.
Revenues in the fourth quarter for Alco Office Products were $814 million
an increase of 34%. Operating income grew 29% to $71 million. Operating
margins were 8.7%. Excluding expenses incurred to fund AOP's transformation,
operating margins were 9.1% compared with 9.0% for the fourth quarter of 1994.
Internal growth for AOP for the quarter was 16% for revenues and 17% for
operating income.
Unisource revenues for the fourth quarter were up 25% to $1.9 billion and
operating income increased 38% to $67 million. Operating margins advanced to
3.6% versus 3.3% for the fourth quarter of 1994.
Alco's board of directors yesterday approved a two for one common stock
split. The record date for the split is October 27, 1995. Additional shares
are expected to be mailed on November 9, 1995. The split will increase the
number of shares issued to approximately 113 million.
The board of directors also increased the quarterly common stock dividend
to $0.14 per share ($0.28 per share on a pre-split basis). The post-stock split
increase of $0.01 per share is double the amount of recent annual increases.
This is the thirtieth straight year the dividend has been increased.
John Stuart concluded, "The board's actions demonstrate our confidence in
our ability to continue to create shareholder value. We intend to grow the
company at an annual rate of 25% over the next three years."
-more-
<PAGE>
Alco Standard Corporation, headquartered in Valley Forge, Pennsylvania, is
the largest marketer and distributor of office equipment in North America and
the United Kingdom, and the largest marketer and distributor of paper and
imaging products, packaging systems, disposable paper and plastic products and
maintenance supplies in North America.
# # #
<PAGE>
FINANCIAL SUMMARY (in thousands, except earnings per share)
<TABLE>
<CAPTION>
Fiscal Year Ended September 30
-----------------------------------
1995 1994 % Change
------ ------ ----------
<S> <C> <C> <C>
Revenues
Alco Office Products $ 2,911,691 $ 2,240,429 30.0 %
Unisource
United State 6,183,308 5,107,587 21.1
Canada 803,966 648,932 23.9
- -------------------------------------------------------------------
Total Unisource 6,987,274 5,756,519 21.4
Corporate & eliminations (7,139) (896)
- -------------------------------------------------------------------
$ 9,891,826 $ 7,996,052 23.7
=========== ===========
Income
Alco Office Products $ 251,751 $ 199,400 26.3 %
Unisource
United States 184,147 148,762 23.8
Canada 41,026 13,496
- -------------------------------------------------------------------
Total Unisource 225,173 162,258 38.8
- -------------------------------------------------------------------
Operating income 476,924 361,658 31.9
Unconsolidated affiliate (117,158)
Interest (55,838) (43,802)
Nonallocated items (61,183) (43,886)
- -------------------------------------------------------------------
Income before taxes from
continuing operations 359,903 156,812
Taxes on Income 140,630 86,203
- -------------------------------------------------------------------
Income from continuing
operations 219,273 70,609
Loss from discontinued
operations, net of taxes (16,541)
- -------------------------------------------------------------------
Net income 202,732 70,609
Less preferred dividends 15,209 11,572
- -------------------------------------------------------------------
Available to common
shareholders $ 187,523 $ 59,037
=========== ===========
Earnings (Loss) Per Share (1)
From continuing operations $1.81 $0.55
From discontinued operations ($0.14)
- -------------------------------------------------------------------
$ $1.67 $ 0.55
=========== ===========
Average Shares Outstanding (1) 112,520 107,458 4.7 %
</TABLE>
(1) Adjusted for two for one stock split.
###
<PAGE>
FINANCIAL SUMMARY (in thousands, except earnings per share)
<TABLE>
<CAPTION>
Three Months Ended September 30
-----------------------------------
1995 1994 % Change
------ ------ ----------
<S> <C> <C> <C>
Revenues
Alco Office Products $ 813,674 $ 608,904 33.6 %
Unisource
United States 1,643,478 1,321,590 24.4
Canada 213,207 168,438 26.6
- -------------------------------------------------------------------
Total Unisource 1,856,685 1,490,028 24.6
Corporate & eliminations (1,846) 4,592
- -------------------------------------------------------------------
$ 2,668,513 $ 2,103,524 26.9
=========== ===========
Income
Alco Office Products $ 71,196 $ 55,010 29.4 %
Unisource
United States 55,704 44,798 24.3
Canada 11,574 4,135
- -------------------------------------------------------------------
Total Unisource 67,278 48,933 37.5
- -------------------------------------------------------------------
Operating income 138,474 103,943 33.2
Interest (13,463) (10,645)
Nonallocated items (18,625) (13,975)
- -------------------------------------------------------------------
Income before taxes from
continuing operations 106,386 79,323 34.1
Taxes on Income 40,629 30,283
- -------------------------------------------------------------------
Income from continuing operations 65,757 49,040 34.1
Loss from discontinued
operations, net of taxes (16,541)
- -------------------------------------------------------------------
Net Income 49,216 49,040
Less preferred dividends 6,530 2,893
- -------------------------------------------------------------------
Available to common shareholders $ 42,686 $ 46,147
=========== ===========
Earnings (Loss) Per Share(1)
From continuing operations $0.52 $0.42 23.8 %
From discontinued operations ($0.14)
- -------------------------------------------------------------------
$0.38 $0.42
=========== ===========
Average Shares Outstanding(1) 113,752 110,914 2.6 %
=========== ===========
</TABLE>
(1) Adjusted for two for one stock split.
###
