<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 22, 1996
IKON CAPITAL, INC.
(Exact name of registrant as specified in its charter)
------------------------------------------------------
DELAWARE File No. 0-20405 23-2493042
- ------------------------------ ------------------ --------------
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification
Number)
1738 Bass Road, Macon, Georgia 31210
------------------------------ -----
(Address of principal executive offices) (Zip Code)
(912) 471-2300
Registrant's telephone number, including area code:
Not Applicable
---------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
------------
On October 22, 1996, the Registrant entered into the Amended and
Restated 1996 Support Agreement (the "1996 Support Agreement") with its parent,
Alco Standard Corporation ("Alco"). The 1996 Support Agreement supersedes and
replaces the 1994 Support Agreement, which was filed as Exhibit 10.4 to the
Registrant's Amended Registration Statement on Form 10-12G/A dated May 4, 1994.
On November 8, 1996, the Board of Directors of Alco declared a special
dividend of 100% of the common stock of Unisource Worldwide, Inc. ("Unisource"),
Alco's wholly-owned subsidiary. The dividend is payable on December 31, 1996 to
shareholders of record of Alco common stock on December 13, 1996. Distribution
of the dividend is subject to several conditions, all of which Alco anticipates
will be satisfied prior to the record date for the distribution , including, but
not limited to, the effectiveness of Unisource's Form 10 Registration Statement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
------------------------------------------------------------------
(c) Exhibits.
--------
(10) Amended and Restated 1996 Support Agreement
(99) Alco Press Release dated November 8, 1996
<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.
IKON CAPITAL, INC.
By: /s/ Robert M. Kearns II
----------------------------------
Robert M. Kearns II
Vice President
Dated: November 11, 1996
<PAGE>
EXHIBIT (10)
Amended and Restated
1996 SUPPORT AGREEMENT
By and Between
Alco Standard Corporation
and
IKON Capital, Inc.
SUPPORT AGREEMENT, dated as of this 22nd day of October, 1996 by and
between ALCO STANDARD CORPORATION, an Ohio Corporation ("Alco") and IKON
CAPITAL, INC., a Delaware corporation ("IKON Capital"). Alco, in consideration
of $10 and other good and valuable consideration, receipt and adequacy of which
is hereby acknowledged, and to induce IKON Capital to provide leasing services
with respect to products sold and serviced by Alco, hereby agrees with IKON
Capital as set forth below.
1. Pretax Interest Coverage. From and after the execution of this
Support Agreement, Alco will, within 45 days after the last day of each quarter
end period of IKON Capital, make, or cause to be made, a determination of the
ratio of Income Before Interest Expense and Taxes to Interest Expense for the
most recent four quarter end periods on a rolling basis. If said ratio of
Income Before Interest Expense and Taxes to Interest Expense shall be less than
1.25 to 1, Alco will, within 10 days after the date of such determination, pay
to IKON Capital a fee (the "Support Fee") in an amount at least sufficient to
increase said ratio of Income Before Interest Expense and Taxes to 1.25 to 1.
2. Debt to Equity. From and after the execution of this Support
Agreement, Alco will, within 45 days after the last day of each quarter end
period, make, or cause to be made such payment to IKON Capital as shall be
necessary to enable IKON Capital to have a debt to equity ratio not to exceed 6
to I determined in accordance with generally accepted accounting principles.
3. Maintenance of Net Worth. From and after the execution of this
Support Agreement, Alco will, at all times, make, or cause to be made such
payment to IKON Capital as shall be necessary to enable IKON Capital to have a
Tangible Net Worth of at least one dollar ($1.00).
4. Ownership. From and after the execution of this Support
Agreement, Alco will maintain 100 percent direct or indirect ownership of IKON
Capital, except in the event that this Agreement is assigned by Alco pursuant to
Section 7.
<PAGE>
5. Definitions. As used in this Agreement, the following terms have
the meanings indicated:
"Interest Expense" of IKON Capital and its subsidiaries shall mean the
most recent four quarter end periods on a rolling basis interest charges on the
aggregate principal amount of consolidated indebtedness of IKON Capital and its
subsidiaries, including intercompany debt owed to Alco determined in accordance
with generally accepted accounting principles.
"Income Before Interest Expense and Taxes" shall mean the
consolidated net income of IKON Capital and its subsidiaries for the
most recent four quarter end periods on a rolling basis determined in
accordance with generally accepted accounting principles, except that
such determination shall be made before any deduction for Interest
Expense or provisions for taxes in respect of income.
"Tangible Net Worth" shall be determined in accordance with
generally accepted accounting principles and shall mean an amount
equal to the capital stock and surplus accounts (including retained
earnings) of IKON Capital and its subsidiaries after deducting
therefrom the book amount of all assets of IKON Capital and its
subsidiaries which would be treated as intangible assets, all
determined on a consolidated basis.
6. Termination Amendment and Waiver. This agreement, or any term,
covenant, agreement or condition hereof may be amended or terminated by either
party hereto upon not less than ninety (90) days written notice and provided
that either: (i) all the outstanding debt of IKON Capital is repaid, or (ii)
approval of 2/3 of the debtholders (not including Alco, IKON Capital or
affiliates of Alco or IKON) for all amounts outstanding covered by this Support
Agreement is obtained.
7. Assignment. This Agreement (or any rights herein) may not be
assigned by Alco unless: (i) all the outstanding debt of IKON Capital is repaid,
or (ii) approval of 2/3 of the debtholders (not including Alco, IKON Capital or
affiliates of Alco or IKON Capital) for all amounts outstanding covered by this
Support Agreement is obtained.
8. Successors and Assigns. This Agreement shall inure to the
benefit of the parties hereto, their respective successors and permitted
assigns, and to the benefit of and is enforceable by IKON Capital debtholders.
All IKON Capital debtholders shall be third party beneficiaries of this Support
Agreement provided that third party rights of such debt holders shall be limited
to: (i) right to demand that IKON Capital enforce its rights under this
Agreement, (ii) the right to proceed against Alco Standard on behalf of IKON
Capital to enforce IKON Capital's rights under this agreement if IKON Capital
fails or refuses to take timely action to enforce IKON Capital's rights
hereunder following demand for such enforcement by such debtholders
<PAGE>
9. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.
Executed this 22nd day of October, 1996.
ALCO STANDARD
CORPORATION
By /s/O. Gordon Brewer, Jr.
------------------------------
O. Gordon Brewer, Jr.
Vice President-Finance
Accepted and agreed to by
IKON CAPITAL, INC.
By /s/Richard P. Maier
-------------------------------
Richard P. Maier
President
<PAGE>
EXHIBIT (99)
NEWS RELEASE
Contact
Suzanne C. Shenk Martha A. Buckley
Manager, Investor Relations Director, Corporate
Communications
610-993-3526 610-993-3609
ALCO DECLARES DIVIDEND OF UNISOURCE SHARES
AND REGULAR QUARTERLY DIVIDENDS
VALLEY FORGE, PENNSYLVANIA - NOVEMBER 8, 1996 - The board of directors
of Alco Standard Corporation (NYSE:ASN) today took action which will create a
new, independent public company by declaring a special dividend of 100% of the
common stock of Unisource Worldwide, Inc. to Alco shareholders.
Unisource is the largest marketer and distributor of paper products
and supply systems in North America. Fiscal 1996 revenues were $7 billion.
Alco also operates IKON Office Solutions, a leading office technology solutions
company with annual revenues exceeding $4 billion. Alco had announced earlier
this year its intention to separate its two businesses.
The distribution date for the dividend, which will consist of one
share of Unisource common stock for every two shares of Alco common stock, will
be December 31, 1996 to shareholders of record December 13. Alco shareholders
need not take any action in order to receive the Unisource shares.
- more -
<PAGE>
The Alco board also approved the regular quarterly cash dividend of
$.14 per common share. The dividend is payable December 10, 1996 to holders of
record November 20, 1996.
Regular dividends to shareholders of Series BB serial preferred stock
of record December 18, 1996 will be paid January 1, 1997.
Alco Standard Corporation, headquartered in Valley Forge,
Pennsylvania, operates IKON Office Solutions, one of the world's leading office
technology solutions companies, with operations in the US, Canada, Mexico, the
United Kingdom and the European continent
# # #
<PAGE>
November 12, 1996
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Report on Form 8-K
------------------
Dear Sir or Madam:
I am transmitting Alco Standard Corporation's report on Form 8-K for
filing with the Commission.
Kindly acknowledge receipt of this filing via Compuserve .
Sincerely,
Karin M. Kinney
KMK/tmr
Enclosure
cc: New York Stock Exchange
Philadelphia Stock Exchange
Chicago Stock Exchange
