IOS CAPITAL INC
8-K, 1999-05-19
PAPER & PAPER PRODUCTS
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                       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) May 17, 1999

                                IOS 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.


         A press release issued by the Registrant's parent, IKON Office
Solutions, Inc. ("IKON"), dated May 17, 1999, regarding certain organizational
and management changes within IKON, is attached.

         This Report includes or incorporates by reference information which may
constitute forward-looking statements within the meaning of the federal
securities laws. Although the Registrant believes the expectations contained in
such forward-looking statements are reasonable, it can give no assurances that
such expectations will prove correct. Such forward-looking information is based
upon management's current plans or expectations and is subject to a number of
risks and uncertainties that could significantly affect current plans,
anticipated actions and the Registrant's and/or IKON's future financial
condition and results. These risks and uncertainties, which apply to both the
Registrant and IKON, include, but are not limited to, risks and uncertainties
relating to conducting operations in a competitive environment; delays,
difficulties, management transitions and employment issues associated with
consolidation of, and/or changes in business operations; managing the
integration of existing and acquired companies; risks and uncertainties
associated with existing or future vendor relationships; and general economic
conditions. Certain additional risks and uncertainties are set forth in the
Registrant's 1998 Annual Report on Form 10-K filed with the Securities and
Exchange Commission. As a consequence of these and other risks and
uncertainties, current plans, anticipated actions and future financial condition
and results may differ materially from those expressed in any forward-looking
statements made by or on behalf of the Registrant.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

c.   The following exhibits are furnished in accordance with the provisions of
     Item 601 of Regulation S-K:


(99)     IKON's Press Release dated May 17, 1999

<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.


                                           IOS CAPITAL, INC.



                                           By:  /s/ Harry Kozee
                                                Harry Kozee
                                                Vice President - Finance





Dated:  May 17, 1999






         Contacts:
         Susan G. Gaffney                             Veronica L. Rosa
         Investor Relations                           Investor Relations
         610-408-7292                                 610-408-7196
         [email protected]                            [email protected]




                     IKON to integrate two OPERATING GROUPS,
             Combining sales and service of business equipment with
                               management services

                     UNIFIED OPERATION WILL ENHANCE ABILITY
                      TO DELIVER HIGH-VALUE-ADDED SERVICES

         Valley Forge, Pennsylvania - May 17, 1999 -- IKON Office Solutions
(NYSE: IKN) today announced it will integrate its largest operating group,
Business Services, which sells and services office equipment in North America,
with its Management Services group, which provides document handling, mailroom
administration and related information management services at clients'
facilities. The new combined entity will be called IKON North America.

         "We've made significant progress in getting this Company on the right
track, and the realignment we're announcing today is the next logical step
forward in positioning IKON for sustained growth," said James J. Forese,
President and Chief Executive Officer. " This new structure will help IKON
leverage its key strengths in equipment and services. We will be positioned to
develop true partnerships with our customers through unified marketing of office
equipment and high-value-added services. By realigning these two operating
groups into a seamless whole, IKON will acquire a deeper understanding of
customer needs and be better positioned to design tailored solutions for their
business challenges. We'll be able to develop these solutions from our many
state-of-the-art offerings - ranging from color and high-volume digital copiers
to comprehensive information management services to, eventually, technology
services.

         "This integration will intensify our customer focus and give IKON a
greater capability to anticipate and address new developments in the
marketplace," Mr. Forese added. "Given the rapid pace of change in technology
and the increasing convergence in this industry, it is clear we should organize
IKON's operations so that we can apply the full range of our expertise to each
customer's needs.


<PAGE>
         "To help implement this realignment of our operating groups, we have
named Dennis P. LeStrange, Senior Vice President - Marketing, an executive
officer and Senior Vice President - IKON North America, effective immediately.
In this role, he will direct the operational integration of equipment sales with
management services and oversee the launch of a unified marketing program. Peter
Shoemaker, IKON Senior Vice President and President of the North American
Business Services Group, will be leaving IKON effective October 1, 1999. Peter
has played a key role in helping to improve our operations over the past year
and has indicated his desire to move on and pursue other business opportunities.
Peter has agreed, however, to stay on to assist in the transition over the next
several months."

         Mr. Forese also said that the Company is continuing its efforts to
promote greater consistency company-wide, by moving to centralize marketing,
real estate, human resources and purchasing/logistical functions. IKON has also
expanded its training program to include consultative selling courses for our
most promising sales reps. IKON's basic priorities continue to be focusing on
stronger cost-reduction measures, enhancing productivity and shifting its
marketing strategy to lead with more value-added, high-margin services.

         "Having stabilized our operations in recent months, we believe IKON is
well positioned for sustained growth from the operational alignment we are
announcing today," Mr. Forese stated. "IKON continues to move forward, powered
by its key strengths: The latest technologies; high-quality, localized service
within a national network; captive leasing; and strong cash flow."

         IKON Office Solutions (www.ikon.com) is one of the world's leading
office technology companies, providing customers with total office solutions
from copier and printing systems, computer networking and digital document
services to copy center management, technology training and electronic file
conversion. With fiscal 1998 revenues of $5.6 billion, IKON has more than 1,000
locations including the U.S., Canada, Mexico, the United Kingdom, France,
Germany and Denmark.




This news release includes information that may constitute forward-looking
statements made pursuant to the safe harbor provisions of the federal securities
laws. Although IKON believes the expectations contained in such forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove correct. This information is subject to risk and uncertainties such as
those relating to conducting activities in a competitive environment; delays,
difficulties, management transitions and employment issues associated with
consolidation of, and/or changes in business operations; managing the
integration of existing and acquired companies; risks and uncertainties
associated with existing or future vendor relationships and general economic
conditions. Therefore, actual results may differ materially from the
forward-looking statements.

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