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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED] for the Plan year ended September 30, 1993 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 Defined
Contribution 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
-2-
REQUIRED INFORMATION
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a. Financial Statements. The following financial statements are
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furnished for the Plan.
1. Audited Statements of Net Assets Available for Benefits-
September 30, 1993 and September 30, 1992.
2. Audited Statements of Changes in Net Assets Available for
Benefits - Plan year ended September 30, 1993 and
September 30, 1992.
Notes to Financial Statements
Schedules
Assets Held for Investment
Transactions or Series of Transactions in Excess of 5%
of Current Value of Plan Assets
b. Exhibit
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Exhibit 23 Consent of Independent Auditors
Alco Standard Corporation Defined Contribution Plan
Financial Statements and Schedules
Years ended September 30, 1993 and 1992
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..............................................10
Transactions or Series of Transactions in Excess of
5% of the Current Value of Plan Assets............................11
Report of Independent Auditors
Trustees
Alco Standard Corporation
Defined Contribution Plan
We have audited the accompanying statements of net assets available for benefits
of the Alco Standard Corporation Defined Contribution Plan as of September 30,
1993 and 1992, 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 Plan at
September 30, 1993 and 1992, and the changes in its net assets available for
plan benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment as of September 30, 1993, and transactions or series of
transactions in excess of 5% of the current value of plan assets 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 1993 financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
1993 financial statements taken as a whole.
February 28, 1994
1
Alco Standard Corporation Defined Contribution Plan
Statements of Net Assets Available for Benefits
September 30
1993 1992
-------------------------
Assets
Investments:
Cash equivalents $ 2,747,902 $ 77,074
Alco Standard Corporation, common stock
(1993--161,447 shares; cost $5,661,439)
(1992--116,202 shares; cost $3,957,084) 7,103,700 4,163,014
Other investments -- 614,907
Investment funds 41,929,895 33,570,414
-------------------------
51,781,497 38,425,409
Transfers receivable from merged plans 8,356,277 --
Investment income receivable 1,273,202 246,257
Loans receivable 163,677 106,490
-------------------------
61,574,653 38,778,156
Liabilities
Accrued administrative expenses 90,894 60,545
Benefit payments due to participants 2,870,573 591,848
-------------------------
Net assets available for benefits $58,613,186 $38,125,763
=========================
See accompanying notes.
2
Alco Standard Corporation Defined Contribution Plan
Statements of Changes in Net Assets Available for Benefits
Year ended September 30
1993 1992
--------------------------
Additions:
Transfers of assets from merged plans $24,060,863 $ 4,896,411
Interest income 2,337,534 2,526,651
Dividend income 447,693 434,034
Other income 17,780 125,724
--------------------------
26,863,870 7,982,820
Distributions:
Benefit payments 7,821,333 8,856,014
Administrative expenses 110,304 204,646
Other expenses -- 31,142
--------------------------
7,931,637 9,091,802
--------------------------
18,932,233 (1,108,982)
Realized and unrealized gain 1,555,190 378,548
--------------------------
Net increase (decrease) for the year 20,487,423 (730,434)
Net assets available for benefits at beginning
of year 38,125,763 38,856,197
--------------------------
Net assets available for benefits at end of year $58,613,186 $38,125,763
==========================
See accompanying notes.
3
Alco Standard Corporation Defined Contribution Plan
Notes to Financial Statements
September 30, 1993
1. Significant Accounting Policies
The accounting records of the Alco Standard Corporation Defined Contribution
Plan ("Plan") are maintained on the accrual basis.
Fair value of investments in Alco Standard Corporation Common Stock are
determined by use of the last reported sales price on the last business day of
the plan year, as reported on a national security exchange.
All highly liquid investments with maturities of three months or less when
purchased are considered to be cash equivalents.
Investment funds consist of a managed income fund, a fixed income fund, an
equity index fund, a balanced fund, and a treasury fund. The managed income
fund is managed jointly by an insurance company and two trust companies. The
other investment funds are managed by a bank.
Investments in the Managed Income 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 Equity Index Fund, Balanced Fund,
Fixed Income Fund, and Treasury 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 fund on that date. Cash equivalents are
valued at cost which is equal to market value.
The difference between the proceeds and cost of investments sold during the year
and the change in the difference between September 30 market value and cost is
reflected in the statements of changes in net assets available for benefits as
realized and unrealized appreciation (depreciation) in the aggregate market
value of investments.
2. Description of the Plan
The Plan is a defined contribution plan established on October 1, 1989 by Alco
Standard Corporation ("Company") to consolidate all of the Company's frozen
defined contribution plans into a single plan.
The Plan provides for retirement, disability, and death benefits. It is subject
to the provisions of the Employee Retirement Income Security Act of 1974.
The Plan is frozen, therefore, there will be no employer or employee
contributions made to the Plan.
4
Alco Standard Corporation Defined Contribution Plan
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
Participants in the Plan may allocate their account between investments in Alco
Standard Corporation Common Stock or any of five available investment funds.
Participants may change investment allocations at any time, but not more
frequently than twice in a twelve-month period.
All participants are fully vested in their account balances.
Administrative expenses are paid by the Plan unless paid by the Company.
The following plans were merged into the DC Plan on the effective date
indicated.
Plan Effective Date of Merger
- --------------------------------------------------------------------------------
Allegheny Business Machines, Inc. Employee
Profit Sharing Plan October 1, 1991
Business Systems of Arizona, Inc. Profit Sharing Plan October 1, 1991
Copy Data Group, Inc. Profit Sharing Plan October 1, 1991
Midwest Business Systems, Inc. Employee
Profit Sharing Plan October 1, 1991
Mirex Corporation Employee 401(k) Tax
Shelter Plan October 1, 1991
Monumental Paper Company Profit Sharing Plan October 1, 1991
BPL 401(k) and Profit Sharing Plan October 1, 1992
Copy-Line, Inc. Profit Sharing Plan October 1, 1992
Allstate Profit Sharing Program October 1, 1992
McDonald-Klein Business Machines, Inc.
Profit Sharing Plan November 1, 1992
Weiss-Brothers Miquon, Inc. Profit Sharing Plan November 1, 1992
Whitaker Carpenter Paper Company Employers Profit
Sharing and Retirement Plan January 1, 1993
J&L Sales, Inc. Profit Sharing Plan January 1, 1993
American Business Machines, Inc. Cash or Deferred
Profit Sharing Plan April 1, 1993
Remco Business Products, Inc. Profit Sharing Plan April 1, 1993
Standard Office Systems Profit Sharing Plan June 1, 1993
During the plan year ended September 30, 1993, assets attributable to the fully
vested account balances of former employees of Universal Services, Inc. and
Hinkles, Inc. who became employees of Copco Papers, Inc. on September 4, 1992
and Modern Office Machines, Inc. on January 4, 1993, respectively, were merged
into the Plan.
These mergers resulted in a transfer of net assets to the Plan of $24,060,863
during the plan year of which $8,356,277 was recorded as a receivable by the
Plan at September 30, 1993.
5
Alco Standard Corporation Defined Contribution Plan
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
Upon termination of the Plan, all interests of the participants will be
distributed as soon as administratively practicable.
Recordkeeping and administration of the Plan is performed by CoreStates
Financial Corp.
Information about the Plan document including withdrawal provisions, is
contained in the Summary Plan Description. Copies of this document are
available from the Plan administrator.
3. Investments
Individual investments that represent 5% or more of the fair value of net assets
available for benefits as of September 30, 1993 are as follows:
Shares or
Identity of Investments Par Value Cost Market Value
- --------------------------------------------------------------------------------
Connecticut General Life Insurance
Company Guaranteed Long-Term Fund 20,574,311 $20,574,311 $20,574,311
LaSalle National Trust Company
Income Plus Fund 5,658,440 5,658,440 5,658,440
Fidelity Management Trust Company
Managed Income Portfolio 5,754,727 5,754,727 5,754,727
Corefund Equity Index Fund 273,391 5,406,508 5,823,219
Alco Standard Corporation Common Stock 161,447 5,661,439 7,103,700
Merrill Lynch Employee Benefit Master
Repurchase Agreements 2,747,902 2,747,902 2,747,902
6
Alco Standard Corporation Defined Contribution Plan
Notes to Financial Statements (continued)
3. Investments (continued)
The allocation of assets to the separate investment programs at September 30,
1993 and 1992 is as follows:
Managed Fixed Equity Alco
Income Income Index Balanced Common Treasury Other
Fund Fund Fund Fund Stock Fund Assets Total
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1993
Assets
Investments:
Cash equivalents $ 2,660,829 $ 2,627 $ -- $ -- $ -- $ -- $ 84,446 $ 2,747,902
Common stock of Alco Standard 7,103,700 7,103,700
Investment funds 31,987,478 850,238 5,823,219 2,723,996 544,964 41,929,895
Transfers receivable 8,356,277 8,356,277
Investment income receivable 1,188,232 3,144 37,618 5,787 38,421 1,273,202
Loans receivable 163,677 163,677
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Total assets 44,192,816 856,009 5,860,837 2,729,783 7,142,121 544,964 248,123 61,574,653
Liabilities
Accrued administrative expenses 90,894 90,894
Benefits payments due to participants 2,205,415 1,815 243,158 220,638 191,662 20 7,865 2,870,573
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Net assets $41,987,401 $ 854,194 $5,617,679 $2,509,145 $6,950,459 $544,944 $ 149,364 $58,613,186
==============================================================================================
1992
Assets
Investments:
Cash equivalents $ -- $ -- $ -- $ -- $ -- $ -- $ 77,074 $ 77,074
Common stock of Alco Standard 4,163,014 4,163,014
Other investments 614,907 614,907
Investment funds 24,771,432 986,415 4,971,274 2,564,111 277,182 33,570,414
Investment income receivable 179,939 3,976 27,675 7,389 26,554 724 246,257
Loans receivable 106,490 106,490
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Total assets 24,951,371 990,391 4,998,949 2,571,500 4,189,568 277,906 798,471 38,778,156
Liabilities
Accrued administrative expenses 60,545 60,545
Benefits payments due to participants 441,126 8,886 59,483 42,492 39,861 591,848
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Net assets $24,510,245 $ 981,505 $4,939,466 $2,529,008 $4,149,707 $277,906 $ 737,926 $38,125,763
==============================================================================================
7
Alco Standard Corporation Defined Contribution Plan
Notes to Financial Statements (continued)
3. Investments (continued)
Managed Fixed Equity Alco
Income Income Index Balanced Common Treasury Other
Fund Fund Fund Fund Stock Fund Assets Total
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Net assets at
October 1, 1991 $34,963,704 $ 166,419 $ 494,454 $ 800,182 $1,882,534 $ -- $ 548,904 $38,856,197
Investment income 2,511,500 40,927 199,879 83,037 102,064 947 22,331 2,960,685
Other income 117,614 393 2,172 1,432 4,113 125,724
Benefit payments (8,063,000) (28,445) (171,665) (160,819) (426,053) (6,032) (8,856,014)
Administrative expenses (204,646) (204,646)
Other expenses (31,142) (31,142)
Realized and
unrealized gain (loss) 16,083 (60,065) (80,736) 477,797 25,469 378,548
Interfund transfers (9,489,028) 783,090 4,466,482 1,868,360 2,105,949 276,959 (11,812) --
Transfer of assets 4,469,455 3,038 8,209 17,552 3,303 394,854 4,896,411
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Net assets at
September 30, 1992 24,510,245 981,505 4,939,466 2,529,008 4,149,707 277,906 737,926 38,125,763
Investment income 2,299,310 44,297 161,894 83,132 133,085 16,266 47,243 2,785,227
Other income 17,780 17,780
Benefit payments (6,416,262) (31,968) (331,094) (323,132) (631,396) (21,698) (65,783) (7,821,333)
Administrative expenses (110,304) (110,304)
Realized and
unrealized gain (loss) 1,865 457,256 255,001 1,178,891 (337,823) 1,555,190
Interfund transfers (2,187,126) (147,171) 363,960 (41,223) 2,072,486 272,470 (333,396) --
Transfer of assets 23,763,454 5,666 26,197 6,359 47,686 211,501 24,060,863
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Net assets at
September 30, 1993 $41,987,401 $ 854,194 $5,617,679 $2,509,145 $6,950,459 $ 544,944 $ 149,364 $58,613,186
=====================================================================================================
8
Alco Standard Corporation Defined Contribution Plan
Notes to Financial Statements (continued)
4. Income Tax Status
The Internal Revenue Service has ruled that the Plan qualifies under Section
401(a) of the Internal Revenue Code and is therefore tax-exempt.
5. Subsequent Events
Effective October 1, 1993, Employee Retirement and Tax Advantaged Capital
Accumulation Plan, H&R Group, Inc. Profit Sharing 401(k) Plan, and University
Copy Systems of Hawaii, Inc. 401(k) Retirement Plan were merged into the Plan.
9
Alco Standard Corporation Defined Contribution Plan
Assets Held for Investment
September 30, 1993
Description of
Identity of Issue Investment Cost Current Value
- -----------------------------------------------------------------------------------------------
Cash equivalents:
Merrill Lynch Employee
Benefit Plan Master
Repurchase Agreement Repurchase Agreements $ 2,747,902 $ 2,747,902
Investment funds:
Connecticut General Life Insurance
Company Guaranteed Long-Term Fund Investment contracts 20,574,311 20,574,311
La Salle National Trust Company Income
Plus Fund Investment contracts 5,658,440 5,658,440
Fidelity Management Trust Company
Managed Income Portfolio Investment contracts 5,754,727 5,754,727
CoreFund Intermediate Bond Fund Fixed income investments 834,450 850,238
CoreFund Equity Index Fund Equity investments 5,406,508 5,823,219
CoreStates Balanced Fund Equity and fixed income
investments 2,523,609 2,723,996
CoreFund Treasury Reserve Treasury investments 544,964 544,964
----------------------------
Total investment funds 41,297,009 41,929,895
Alco Standard Corporation Common stock 5,661,439 7,103,700
----------------------------
Total assets held for investment $49,706,350 $51,781,497
============================
10
Alco Standard Corporation Defined Contribution Plan
Transactions or Series of Transactions in Excess of
5% of the Current Value of Plan Assets
Year ended September 30, 1993
Selling Price
or Maturity Net Gain
Identity of Party Involved Description of Assets Purchase Price Value Cost or (Loss)
- --------------------------------------------------------------------------------------------------------------------------------
Category I--Single transaction in excess
- ----------------------------------------
of 5% of plan assets
- --------------------
Connecticut General Life Insurance Purchased 3,439,121 shares
Company Guaranteed Long-Term Fund on February 19, 1993 $3,439,121
LaSalle National Trust Company Income Purchased 4,431,937 shares
Plus Fund on April 13, 1993 4,431,937
Fidelity Management Trust Company Purchased 4,431,937 shares
Managed Income Portfolio on April 13, 1993 4,431,937
Connecticut General Life Insurance Sold 8,863,874 shares on
Company Guaranteed Long-Term Fund April 13, 1993 $8,863,874 $8,863,874 $ --
Connecticut General Life Insurance Sold 1,940,941 shares on
Company Guaranteed Long-Term Fund June 30, 1993 1,940,941 1,940,941 --
Merrill Lynch Employee Benefit Plan Purchased 2,586,974 units on
Master Repurchase Agreement July 1, 1993 2,586,974
Category II--A series of transactions (other than security transactions) with
- -----------------------------------------------------------------------------
the same person aggregating 5% of plan assets
- ---------------------------------------------
None
11
Alco Standard Corporation Defined Contribution Plan
Transactions or Series of Transactions in Excess of
5% of the Current Value of Plan Assets (continued)
Year ended September 30, 1993
Selling Price
or Maturity Net Gain
Identity of Party Involved Description of Assets Purchase Price Value Cost or (Loss)
- -----------------------------------------------------------------------------------------------------------------------------------
Category III--A series of transactions in a
- -------------------------------------------
security issue aggregating 5% of plan assets
- --------------------------------------------
Merrill Lynch Employee Benefit Plan Purchased 8,479,543 units
Master Repurchase Agreements in 190 transactions; sold
5,731,641 units in 162
transactions $ 8,479,543 $ 5,731,641 $ 5,731,641 $ --
Connecticut General Life Insurance Purchased 5,805,653
Company Guaranteed Long-Term Fund shares in 26 transactions;
sold 18,399,877 shares in
37 transactions 5,805,653 18,399,877 18,399,877 --
LaSalle National Trust Company Income Purchased 6,886,630 shares
Plus Fund in 18 transactions; sold
1,228,190 shares in 26
transactions 6,886,630 1,228,190 1,228,190 --
Fidelity Management Trust Company Purchased 6,982,914 shares
Managed Income Portfolio in 46 transactions; sold
1,228,187 shares in 26
transactions 6,982,914 1,228,187 1,228,187 --
Purchased 61,326 shares in
Alco Standard Corporation Common Stock 21 transactions; sold
16,081 shares in 11
transactions 2,241,862 693,791 537,507 156,284
Category IV--Any transaction in securities or with a person if any single
- -------------------------------------------------------------------------
transaction with that person or in that security exceeds 5% of plan assets
- --------------------------------------------------------------------------
None
12
SIGNATURES
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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
DEFINED CONTRIBUTION PLAN
-------------------------
(Name of plan)
By /s/Donna Yurick
---------------------------
Plan Administrator Dated: March 29, 1994
FORM 11-K
ALCO STANDARD CORPORATION DEFINED CONTRIBUTION PLAN
PLAN YEAR ENDED September 30, 1993
INDEX TO EXHIBIT
----------------
Exhibit Number Description
- -------------- -----------
Exhibit 23 Consent of Independent Auditors