AS FILED WITH THE COMMISSION ON NOVEMBER 29, 1994
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended September 30, 1994
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
COMMISSION FILE NUMBER 1-5964
ALCO STANDARD CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OHIO 23-0334400
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
BOX 834, VALLEY FORGE, PENNSYLVANIA 19482
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)
Registrant's telephone number, including area code: (610) 296-8000
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH
EXCHANGE ON WHICH
TITLE OF CLASS REGISTERED
-------------- -----------------
Common Stock, no par value New York Stock Exchange
Preferred Share Purchase Rights Philadelphia Stock
Exchange
Chicago Stock Exchange
Series AA Convertible Preferred Stock New York Stock Exchange
(Depositary Shares)
Securities registered pursuant to
Section 12(g) of the Act: None
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS.
YES X NO ___
---
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO
THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY
AMENDMENT TO THIS FORM 10-K. [_]
THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF THE
REGISTRANT AS OF NOVEMBER 28, 1994 WAS APPROXIMATELY $2,890,211,891 BASED UPON
THE LAST SALES PRICE OF $55 3/8 PER COMMON SHARE AND $64 PER DEPOSITARY SHARE OF
SERIES AA CONVERTIBLE PREFERRED STOCK AS REPORTED IN THE NEW YORK STOCK EXCHANGE
COMPOSITE TAPE ON SUCH DATE. FOR PURPOSES OF THE FOREGOING SENTENCE ONLY, ALL
DIRECTORS AND OFFICERS OF THE REGISTRANT AND THE TRUSTEES OF THE REGISTRANT'S
PENSION PLAN AND STOCK PURCHASE PLANS WERE ASSUMED TO BE AFFILIATES.
THE NUMBER OF SHARES OF COMMON STOCK, NO PAR VALUE, OF THE REGISTRANT
OUTSTANDING AS OF NOVEMBER 28, 1994 WAS 54,581,560.
DOCUMENTS INCORPORATED BY REFERENCE
PARTS I AND II--REGISTRANT'S ANNUAL REPORT TO SHAREHOLDERS FOR FISCAL YEAR
ENDED SEPTEMBER 30, 1994
PART III--REGISTRANT'S PROXY STATEMENT FOR THE 1995 ANNUAL MEETING OF
SHAREHOLDERS
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Alco Standard Corporation
SEC FORM 10-K
SEPTEMBER 30, 1994
PART I
ITEM 1. BUSINESS.
Alco Standard Corporation ("Alco") was incorporated in Ohio in 1952 and is
the successor to a business incorporated under a similar name in 1928. The term
"Alco" generally includes Alco Standard Corporation and its subsidiaries and
divisions. The address of Alco's principal executive offices is P.O. Box 834,
Valley Forge, Pennsylvania 19482 (telephone number: (610) 296-8000).
Alco markets and distributes office equipment and paper. In fiscal 1994, Alco
had annual revenues of approximately $8 billion. The information concerning
revenues, income before taxes and assets attributable to each of Alco's
business segments for each of the three years in the period ended September 30,
1994 set forth under "Segment Data" in the consolidated financial statements
included on page 42 of Alco's Annual Report to Shareholders for the
fiscal year ended September 30, 1994 ("1994 Annual Report") is incorporated
herein by reference.
Alco was founded and continues to operate as "The Corporate Partnership."
Under this entrepreneurial principle, Alco field executives maintain a high
degree of operating autonomy, which enhances the company's ability to serve and
support its customers. The following describes Alco's two business segments.
ALCO OFFICE PRODUCTS
Alco Office Products ("AOP") sells, rents and leases photocopiers, fax
machines and other automated office equipment. AOP also provides equipment
service, supplies, and equipment leasing, and provides reprographic facilities
management and specialized document copying services.
AOP has locations throughout the United States, Canada and in Europe
(primarily in the United Kingdom). These companies comprise the largest network
of independent copier and office equipment dealers in North America and in the
United Kingdom, and represent the only independent distribution network with
national scope. AOP competes against numerous competitors over a wide range of
markets, competing on the basis of price, quality of service, and product
performance.
AOP distributes the products of numerous manufacturers, including Canon,
Ricoh and Sharp, throughout 47 states, four Canadian provinces and in Europe.
Customers include large and small businesses, professional firms and government
agencies.
During fiscal 1992, 1993 and 1994, AOP accounted for approximately 26%, 25%
and 28%, respectively, of Alco's consolidated revenues, and 47%, 50% and 55%,
respectively, of Alco's operating income (excluding Unisource restructuring
costs in 1993).
During fiscal 1994, AOP acquired 45 office products companies in the United
States and Canada, with an aggregate of over $200 million in annualized
revenues. AOP also expanded Erskine House Ltd., its office equipment
distribution network based in the United Kingdom, through two contiguous
acquisitions. In addition, as part of the IMM divestiture (described on page 3
hereof), AOP acquired operations in Denmark and France.
UNISOURCE
Unisource Worldwide, Inc. ("Unisource") markets and distributes papers for
office and reprographic use, distributes quality printing papers, and
distributes paper and plastic packaging supply items for food retailers and
food processors. Unisource also distributes commercial sanitary and maintenance
products and industrial packaging equipment, closure systems, and supplies. The
Unisource companies were formerly known as "Paper Corporation of America," and
are currently in the process of restructuring and consolidating under the
single name "Unisource." Information concerning the restructuring is contained
on page 2 of this report.
During fiscal 1992, 1993 and 1994, Unisource accounted for approximately 74%,
75% and 72%, respectively, of Alco's consolidated revenues from continuing
operations, and 53%, 50%, and 45%, respectively, of Alco's operating income
(excluding Unisource restructuring costs in 1993).
Unisource's products are distributed to commercial printers and publishers,
and to all types of manufacturers, offices, government agencies and other
institutions. Paper, printing supplies and industrial and office supply
products are also sold directly to the commercial retail market through
Unisource's Paper Plus (R) retail stores.
Unisource sells the products of substantially all major domestic and Canadian
paper manufacturers and suppliers. There has been no difficulty in obtaining
products from these suppliers. Supplier relationships are good and are expected
to continue.
Unisource's operations constitute the largest independent network of paper
distributors in the United States and Canada. Although substantial in the
aggregate, these operations compete separately in many different markets
against numerous competitors, including both independent distributors and those
owned by major paper manufacturers. Although its business is highly competitive
and its competitors numerous, Unisource believes that its competitive position
is strong. Unisource competes principally on the basis of price, quality
customer service and the range of products maintained in inventory.
Unisource has locations throughout the United States and Canada. In the
aggregate, Unisource occupies over 17 million square feet of space.
In June 1994, Unisource acquired Larsen Packaging Equipment Company, a
distributor of packaging film and equipment located in St. Louis, Missouri, with
approximately $10 million in annual revenues.
INFORMATION CONCERNING ALCO'S BUSINESS IN GENERAL
RESTRUCTURING PLAN
In September 1993, the Board of Directors approved a restructuring plan for
Alco's paper distribution business and changed the name of such business from
"Paper Corporation of America" to "Unisource Worldwide, Inc." As a result of
the restructuring, a pretax charge of $175 million was recorded in the fourth
quarter of fiscal 1993.
The Unisource restructuring plan was adopted as a proactive response to
changes in the business environment in which Unisource operates. In recent
periods, mills have experienced overcapacity, resulting in depressed pricing
and pressure on distributors' margins. The usage and demand for paper has
shifted significantly because of consolidation in the commercial printing
industry, enhancements in imaging technology and the related growth in the
reprographics segment. Customers are increasingly requiring distributors to
provide enhanced services and greater capabilities.
Most facets of the Unisource restructuring plan are proceeding as planned,
with 68 facility consolidations substantially completed by the end of fiscal
1994. By September 30, 1994, Unisource reduced its employee base by
approximately 725. This excludes the data processing personnel who transferred
to Integrated Systems Solutions Corporation ("ISSC"), a subsidiary of IBM, as
part of an information technology system outsourcing agreement with ISSC. This
ten-year agreement for $300 million, which was effective January 1, 1994, will
provide the information technology system to be implemented as part of the
restructuring plan. The agreement was also expanded to automated warehouse and
truck routing systems at an estimated cost of approximately $30 million over the
ten-year period of the agreement. Due to a change in software, initial
implementation of the information technology system was postponed by six months.
This is not anticipated to delay the completion of the restructuring plan by the
end of fiscal 1996.
2
BOARD AND MANAGEMENT CHANGES
Three new members were elected in 1994 to Alco's Board of Directors: Paul J.
Darling II, Chairman, President and Chief Executive of Corey Steel Company;
James J. Forese, IBM Vice President, Chairman of IBM Credit Corporation and a
member of IBM's Worldwide Management Council; and Dana J. Mead, President and
Chief Executive Officer of Tenneco, Inc., Chairman and Chief Executive Officer
of Case Corporation, a Tenneco subsidiary and former Executive Vice President
and Director of International Paper Company. Retiring from the Board were
Robert H. Potts and William J. Scharffenberger.
Among other executive changes during the 1994 fiscal year, J. Kenneth Croney
was appointed General Counsel of Alco succeeding Hugh G. Moulton, who continues
as Executive Vice President. Kathleen M. Burns, Treasurer, and Michael J.
Dillon, Controller, were named corporate vice presidents of Alco.
In August 1994, William T. Leith was named Executive Vice President of
Unisource with responsibility for all Unisource's U.S. operations. Mr. Leith
was formerly President of Distribix (a Unisource operating company located in
St. Louis, Missouri) and President of the Unisource Central Region. Jack H.
Keeney, formerly Vice President--Finance of Distribix, was appointed
Unisource's Vice President, Finance--U.S. Operations. Raymond A. Peterson was
named Executive Vice President of Unisource's Canadian Operations.
Two former AOP operating company presidents joined AOP group management in
fiscal 1994 in new executive vice president positions. In June 1994, Peter W.
Shoemaker was appointed Executive Vice President of AOP with responsibility for
all North American operations. In July 1994, Michael S. Koether was appointed
Executive Vice President--Marketing of AOP with responsibility for all North
American marketing and acquisition activities.
On October 17, 1994, Ray B. Mundt, who served as Chief Executive Officer from
1980 until August 1993, announced his retirement from his ongoing duties as an
officer of Alco, effective December 31, 1994. Mr. Mundt will continue in his
duties as Chairman of the Board during fiscal 1995 and will remain available to
provide guidance and advice in the future as appropriate.
EQUITY OFFERINGS
In December 1993, Alco completed a public offering of 5,750,000 shares of
common stock, and used the net proceeds of approximately $294 million primarily
to reduce outstanding debt.
DIVESTITURES
In October 1992, Alco made a 49.9% investment in IMM Office Systems
("IMMOS"), a European office equipment distribution joint venture, marking
Alco's entry into the European market. Alco's investment in IMMOS was intended
to serve as a base for further expansion in Europe. The venture agreement
provided Alco with the option of acquiring the remaining shares of IMMOS over a
three-year period beginning in 1996 if IMMOS achieved certain operating goals.
However, the capital structure and organizational complexities of IMMOS,
exacerbated by the distressed European economy and operational differences
among the venture partners, prevented IMMOS from progressing toward those
goals. As a result, in September 1994, Alco sold its 49.9% interest in IMMOS
for cash plus a passive interest in any subsequent sale of IMMOS for five
years. Alco retains no ongoing liability in the joint venture and the parties
exchanged complete mutual releases for past actions. In addition, Alco was
relieved of the covenant not to compete in Europe contained in the joint
venture agreement, although the parties will not compete with each other for a
period expiring on December 31, 1995. As part of the transaction, Alco acquired
profitable operations in Denmark and France and retained limited operations in
Germany. Alco recognized a loss on the sale of its interest in IMMOS in the
quarter ended June 30, 1994, and recorded a pre-tax loss of $115.3 million
($95.1 million, net of tax) equating to a loss per share of $1.75 for the
quarter ($1.77 for fiscal 1994). This charge represents the write-off of Alco's
investment in IMMOS plus certain transactional costs less cash proceeds from
the sale together with related tax benefits.
3
SUPPLIERS AND CUSTOMERS
Products distributed by Alco are purchased from numerous domestic and
overseas suppliers. There has been no significant difficulty in obtaining
products from these suppliers. No industry segment of Alco is dependent upon a
single customer, or a few customers, the loss of any one or more of which would
have a material adverse effect on Alco's business taken as a whole.
Backlog is not significant because virtually all of Alco's revenues during
the last two fiscal years were derived from its distribution operations which
fill orders shortly after receipt from customers. There is no material seasonal
fluctuation in Alco's business as a whole.
Many of Alco's operations are required to carry significant amounts of
inventory to meet rapid delivery requirements of customers. At September 30,
1994, inventories accounted for approximately 36% of Alco's total current
assets.
PROPRIETARY MATTERS
Alco has a number of patents, licenses and trademarks. Alco does not believe,
however, that any patent, license or trademark is material to its operations as
a whole.
ENVIRONMENTAL REGULATION
Environmental laws and liabilities relating to Alco's current businesses
(which are primarily distribution operations) have not had and are not expected
to have a material adverse effect upon Alco's capital expenditures, earnings or
competitive position. Although Alco has retained certain environmental
liabilities relating to the predivestiture operations of its divested
manufacturing companies, such environmental liabilities have not had and are
not expected to have a material adverse effect on Alco. While it is not
possible to estimate what expenditures may be required in order for Alco to
comply with environmental laws or discharge environmental liabilities in the
future, Alco does not believe that such expenditures will have a material
adverse effect on it or its operations as a whole.
EMPLOYEES
At September 30, 1994, Alco had approximately 30,600 employees.
FOREIGN OPERATIONS
Alco's operations in Canada distribute paper, industrial supplies and
packaging products, and distribute and service office equipment. Alco's
European operations distribute and service office equipment. Alco's 49.9%
equity interest in IMMOS, a German-based office equipment distribution network,
was divested in September 1994 (See "Divestitures", on page 3 hereof).
Information concerning revenues, income before taxes and identifiable assets of
Alco's foreign operations for each of the three years in the period ended
September 30, 1994 set forth in note 9 to the consolidated financial statements
included in Alco's 1994 Annual Report is incorporated herein by reference.
Revenues from exports during the last three fiscal years were not significant.
There are additional risks attendant to foreign operations, such as possible
currency fluctuations and unsettled political conditions.
ITEM 2. PROPERTIES.
At September 30, 1994, Alco owned or leased facilities in 47 states, nine
Canadian provinces and in Europe. These properties occupy a total of
approximately 22.6 million square feet of which approximately 8.1 million
square feet are owned and the balance are leased under lease agreements with
various expiration dates. Alco believes that none of its properties is
materially important to its operations as a whole, and believes that its
facilities are suitable and adequate for the purposes for which they are used.
4
ITEM 3. LEGAL PROCEEDINGS.
Alco does not believe that the outcome of lawsuits or other legal proceedings
to which it is a party will materially affect Alco or its operations as a
whole. However, Alco is presently in arbitration with a former subsidiary,
which has asserted that Alco is liable to it for certain liabilities arising
under the Coal Industry Health Benefit Act of 1992. Based on consultation with
its counsel, Alco does not believe that it is responsible for such liabilities
and, therefore, no provision for this matter has been recorded in Alco's
financial statements for the fiscal year ended September 30, 1994. In the event
that the arbitrators decide in favor of the claimant, Alco estimates that it
would be obligated to pay approximately $36 million over a twenty-year period
which would result in an after-tax charge of approximately $23 million to
discontinued operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(No response to this item is required.)
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EXECUTIVE OFFICERS OF ALCO
The following is a list of Alco's executive officers, their ages and their
positions with Alco or its subsidiaries for the last five years.
----------------
NAME AGE POSITION (AND YEAR ELECTED OR YEARS SERVED)
---- --- -------------------------------------------
John E. Stuart................... 50 Chief Executive Officer and President (1993);
Vice President (1989-1993) and Group President
(1985-1993)
Ray B. Mundt..................... 66 Chairman (1986); Chief Executive Officer (1980-
1993)
William F. Drake, Jr. ........... 62 Vice Chairman (1984)
Kurt E. Dinkelacker.............. 41 Executive Vice President and Chief Financial
Officer (1993); Executive Vice President--
Finance, Alco Office Products (1989-1991); Group
Controller, Alco Office Products (1987-1989)
Hugh G. Moulton.................. 61 Executive Vice President (1992); General Counsel
(1979-1994); Senior Vice President--
Administration (1983-1992)
O. Gordon Brewer, Jr. ........... 57 Vice President--Finance (1986)
Kathleen M. Burns................ 42 Vice President (1994) and Treasurer (1989);
Assistant Treasurer (1987-1989)
J. Kenneth Croney................ 52 Vice President (1983), General Counsel (1994)
and Secretary (1983)
Stephen K. Deay.................. 47 Vice President--Tax (1993); Director--Taxes
(1989-1993)
Michael J. Dillon................ 41 Vice President (1994) and Controller (1993);
Group Controller, Alco Office Products (1991-
1993); Associate Audit Director (1991); Senior
Audit Manager (1987-1991)
James E. Head.................... 49 Vice President (1993); President, CopyRite (an
Alco Office Products company) (1979-1993).
William M. Laughlin.............. 52 Vice President--Financial Operation Support
(1993); Vice President--Operational Audit, Alco
Office Products (1992-1993); Director--Audit
(1982-1992)
5
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The New York Stock Exchange is the principal market on which Alco's common
stock is traded (ticker symbol ASN). Alco's common stock is also traded on the
Philadelphia and Chicago Stock Exchanges. As of November 28, 1994, there were
approximately 14,404 holders of record of Alco's common stock. The information
regarding the quarterly market price ranges of Alco's common stock and dividend
payments under "Quarterly Data" on page 44 of the 1994 Annual Report is
incorporated herein by reference.
Alco currently expects to continue its policy of paying regular cash
dividends, although there can be no assurance as to future dividends because
they are dependent upon future operating results, capital requirements and
financial condition and may be limited by covenants in certain loan agreements.
ITEM 6. SELECTED FINANCIAL DATA.
Information appearing under "Corporate Financial Summary" for fiscal 1990
through 1994 regarding revenues, income from continuing operations, income
from continuing operations per common share, total assets, total debt, serial
preferred stock and cash dividends per common share on pages 40 and 41 of the
1994 Annual Report is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Information appearing under "Financial Review" on pages 36 through 39 of the
1994 Annual Report is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Report of Independent Auditors and Consolidated Financial Statements of
Alco and its subsidiaries on pages 20 through 35 and the information appearing
under "Quarterly Data" for fiscal 1994 and 1993 on page 44 of the 1994 Annual
Report are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
(No response to this item is required)
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information regarding directors appearing in Alco's Notice of Annual Meeting
of Shareholders and Proxy Statement for the January 26, 1995 annual meeting of
shareholders (the "1995 Proxy Statement") is incorporated herein by reference.
Information regarding executive officers is set forth in Part I of this report
and is incorporated herein by reference to the 1995 Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION.
Information appearing under "Executive Compensation" in the 1995 Proxy
Statement is incorporated herein by reference.
6
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information regarding security ownership of certain beneficial owners and
management appearing under "Security Ownership" in the 1995 Proxy Statement is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information appearing under "Certain Transactions" in the 1995 Proxy
Statement is incorporated herein by reference.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a)(1) and (2) List of Financial Statements and Financial Statement
Schedules.
The response to this portion of Item 14 is submitted on page F-1 hereof as a
separate section of this report.
(a) (3) List of Exhibits.*
The following exhibits are filed as a part of this report (listed by numbers
corresponding to the Exhibit Table of Item 601 in Regulation S-K):
3.1 Amended and Restated Articles of Incorporation of Alco Standard
Corporation, filed as Exhibit 3.1 to Alco's Form 10-Q for the quarter
ended June 30, 1994 are incorporated herein by reference.
3.2 Code of Regulations of Alco Standard Corporation, as amended February
9, 1982, filed as Exhibit 3(b) to Alco's 1982 Form 10-K, is
incorporated herein by reference.
4.1 1993 Credit Agreement, dated as of September 30, 1993, among Alco
Standard Corporation, Alco Office Products (U.K.) and various
institutional lenders, filed as Exhibit 4.1 to Alco's 1993 Form 10-K,
is incorporated herein by reference.
4.2 Revolving Credit and Acceptance Agreement, dated as of April 21,
1993, among Alco Standard Corporation, Unisource Canada Inc. and The
Toronto Dominion Bank, filed as Exhibit 4.2 to Alco's 1993 Form 10-K,
is incorporated herein by reference. Amendment No. 1 to Revolving
Credit and Acceptance Agreement.
4.3 Credit Agreement dated October 15, 1992 among Alco Standard
Corporation and various lending institutions, filed as Exhibit 4.3 to
Alco's 1992 Form 10-K, is incorporated herein by reference. Amendment
No. 1 to Credit Agreement.
4.4 Receivables Purchase Agreement and Guarantee between PCA Paper
Acquisition Inc., Stars Trust, Alco Standard Corporation and Bank of
Montreal, filed as Exhibit 4.4 to Alco's 1992 10-K, is incorporated
herein by reference. Amendment dated September 30, 1994 to
Receivables Purchase Agreement.
4.5 1991 Credit Agreement, dated as of December 18, 1991, and Amendments
to 1991 Credit Agreement, filed as Exhibit 4.1 to Alco's 1991 Form
10-K and Exhibit 4.1 to Alco's 1992 Form 10-K, respectively, are
incorporated herein by reference. Additional amendments to 1991 Credit
Agreement.
4.6 Rights Agreement dated as of February 10, 1988 between Alco Standard
Corporation and National City Bank, filed on February 11, 1988 as
Exhibit 1 to Alco's Registration Statement on Form 8-A, is
incorporated herein by reference.
4.7 Assumption Agreement and Amended and Restated Note Agreement dated as
of May 13, 1994 between Alco Standard Corporation and the Prudential
Insurance Company of America.
4.8 Pursuant to Regulation S-K item 601(b)(iii), Alco Standard
Corporation agrees to furnish to the Commission, upon request, a copy
of other instruments defining the rights of holders of long-term debt
of Alco Standard Corporation and its subsidiaries.
7
10.1 Note Purchase Agreement, dated as of June 15, 1986 between Alco
Standard Corporation and certain Institutional Investors, filed as
Exhibit 4.2 to Alco's Current Report, dated July 1, 1988, on Form
8-K, is incorporated herein by reference.
10.2 Alco Standard Corporation Long Term Incentive Compensation Plan, as
amended and restated, filed as Exhibit 99 to Registration Statement
No. 33-56471 on Form S-8, is incorporated herein by reference.**
10.3 Alco Standard Corporation Annual Bonus Plan.**
10.4 Alco Standard Corporation Partners' Stock Purchase Plan, as amended
and restated.**
10.5 Alco Standard Corporation 1981 Stock Option Plan, filed as Exhibit
10.5 to Alco's 1992 Form 10-K, is incorporated herein by reference.
10.6 Alco Standard Corporation 1986 Stock Option Plan, filed as Exhibit
10.6 to Alco's 1993 Form 10-K, is incorporated herein by
reference.**
10.7 Alco Standard Corporation 1989 Directors' Stock Option Plan, filed
as Exhibit 10.3 to Alco's 1992 Form 10-K, is incorporated herein by
reference.**
10.8 Alco Standard Corporation 1993 Directors' Stock Option Plan, filed
as Exhibit 10.7 to Alco's 1993 Form 10-K, is incorporated herein by
reference.**
10.9 Alco Standard Corporation 1995 Stock Option Plan, filed as Exhibit
99 to Alco's Registration Statement No. 33-56469 on Form S-8, is
incorporated herein by reference.**
10.10 Alco Standard Corporation 1980 Deferred Compensation Plan, filed as
Exhibit 10.7 to Alco's 1992 Form 10-K, is incorporated herein by
reference.**
10.11 Alco Standard Corporation 1985 Deferred Compensation Plan, filed as
Exhibit 10.8 to Alco's 1992 Form 10-K, is incorporated herein by
reference.**
10.12 Alco Standard Corporation 1991 Deferred Compensation Plan, filed as
Exhibit 10.9 to Alco's 1992 Form 10-K, is incorporated herein by
reference.**
10.13 Alco Standard Corporation Retirement Plan for Non-Employee
Directors, filed as Exhibit 10.10 to Alco's 1992 Form 10-K, is
incorporated herein by reference.**
10.14 Alco Standard Corporation 1994 Deferred Compensation Plan, as
amended and restated.**
10.15 Indenture, dated as of April 1, 1986 between Alco Standard
Corporation and the Chase Manhattan Bank, N.A., as Trustee, filed
as Exhibit 4.1 to Alco Standard Corporation's Registration
Statement No. 30-4829, is incorporated herein by reference.
10.16 Support Agreement dated as of June 1, 1994 between Alco Standard
Corporation and Alco Capital Resource, Inc. (Alco's leasing
subsidiary), filed as Exhibit 10.4 to Alco Capital Resource's
Amended Registration Statement in Form 10-12G/A dated May 27, 1994,
is incorporated herein by reference.
10.17 Maintenance Agreement, dated as of August 15, 1991 between Alco
Standard Corporation and Alco Capital Resource, Inc. (Alco's
leasing subsidiary), filed as Exhibit 10.2 to Alco Capital
Resource's Registration Statement on Form 10 dated May 4, 1994, is
incorporated herein by reference.
10.18 Operating Agreement, dated as of August 15, 1991 between Alco
Standard Corporation and Alco Capital Resource, Inc. (Alco's
leasing subsidiary), filed as Exhibit 10.3 to Alco Capital
Resource's Registration Statement on Form 10 dated May 4, 1994, is
incorporated herein by reference.
10.19 Share Purchase Agreement dated September 7, 1994 between Alco
Standard Corporation and shareholders of IMM Office Systems Holding
GmbH
8
10.20 Agreement effective January 1, 1994 between Unisource Worldwide,
Inc. and Integrated Systems Solution Corporation, a subsidiary of
IBM, portions of which contain confidential material.
10.21 Receivables Transfer Agreement dated as of September 23, 1994 Among
Alco Capital Resource, Inc., Twin Towers, Inc. and Deutsche Bank AG,
New York Branch, portions of which contain confidential material.
10.22 Distribution Agreement dated as of July 1, 1994 between Alco
Capital Resource, Inc. and various distribution agents, filed as
Exhibit 1 to Alco Capital Resource's Registration Statement No.
33-53779, is incorporated herein by reference.
10.23 Indenture dated as of July 1, 1994 between Alco Capital Resource,
Inc. and Nations Bank, N.A., as Trustee, filed as Exhibit 4 to Alco
Capital Resource's Registration Statement No. 33-53779, is
incorporated herein by reference.
11 Statement re: Computation of earnings per share.
12.1 Ratio of Earnings to Fixed Charges.
12.2 Ratio of Earnings to Fixed Charges Excluding Captive Finance
Subsidiaries.
12.3 Ratio of Earnings to Fixed Charges and Preferred Stock Dividends.
12.4 Ratio of Earnings to Fixed Charges and Preferred Stock Dividends
Excluding Captive Finance Subsidiaries.
13 Financial Section of Alco Standard Corporation's Annual Report to
Shareholders for the fiscal year ended September 30, 1994 (which,
except for those portions thereof expressly incorporated herein by
reference, is furnished for the information of the Commission and is
not "filed" as part of this report).
21 Subsidiaries of Alco Standard Corporation.
23 Auditors' Consent.
24 Powers of Attorney; certified resolution re: Powers of Attorney.
27 Financial Data Schedule.
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* Copies of the exhibits will be furnished to any security holder of Alco upon
payment of the reasonable cost of reproduction.
**Management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K.
On June 30, 1994, Alco filed a Current Report on Form 8-K to report under
Item 5 its decision to divest its 49.9% interest in IMMOS.
(c) The response to this portion of Item 14 is submitted in response to Item
14(a)(3) above.
(d) The response to this portion of Item 14 is contained on pages S-1, S-2
and S-3 of this report.
9
ALCO STANDARD CORPORATION AND SUBSIDIARIES
ANNUAL REPORT ON FORM 10-K
ITEMS 14(A)(1) AND (2) AND 14(D)
LIST OF FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES
FINANCIAL STATEMENTS: The following consolidated financial statements of Alco
Standard Corporation and its subsidiaries included in the 1994 Annual Report to
Shareholders are incorporated by reference in Item 8 of Part II of this report:
Consolidated Statements of Income
--Fiscal years ended September 30, 1994, September 30, 1993 and
September 30, 1992
Consolidated Balance Sheets
--September 30, 1994 and September 30, 1993
Consolidated Statements of Cash Flows
--Fiscal years ended September 30, 1994, September 30, 1993 and
September 30, 1992
Consolidated Statements of Changes in Shareholders' Equity
--Fiscal years ended September 30, 1994, September 30, 1993 and
September 30, 1992
Notes to Consolidated Financial Statements
FINANCIAL STATEMENT SCHEDULES: The following consolidated financial statement
schedules of Alco Standard Corporation and its subsidiaries are submitted in
response to Item 14(d):
Schedule II--Amounts Receivable From Related Parties and
Underwriters, Promoters and Employees Other Than
Related Parties.
Schedule VIII--Valuation and Qualifying Accounts.
Schedule IX--Short-term Borrowings.
All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under
the related instructions or are inapplicable and, therefore, have been
omitted.
F-1
ALCO STANDARD CORPORATION AND SUBSIDIARIES
SCHEDULE II--AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS,
PROMOTERS, AND EMPLOYEES OTHER THAN RELATED PARTIES
COL. A COL. B COL. C COL. D COL. E
------ ------ ------ --------------------- --------------------------
DEDUCTIONS BALANCE AT END OF PERIOD
---------- ------------------------
BALANCE
AT
BEGINNING AMOUNTS AMOUNTS
NAME OF DEBTOR(1) OF PERIOD ADDITIONS COLLECTED WRITTEN OFF CURRENT NOT CURRENT
----------------- --------- --------- --------- ----------- ---------- --------------
YEAR ENDED SEPTEMBER 30, 1994
- -----------------------------
Hugh G. Moulton................... $247,000 $247,000
William F. Drake, Jr. ............ 121,000 $121,000
J. Kenneth Croney................. 115,000 $ 15,000 130,000
Peter W. Shoemaker................ 150,000 150,000
James J. Swearingen............... 150,000 150,000
YEAR ENDED SEPTEMBER 30, 1993
- -----------------------------
Hugh G. Moulton................... $247,000 $247,000
O. Gordon Brewer, Jr.............. 165,000 $115,000 50,000
Hallie H. Gibbs................... 150,000 150,000
William F. Drake, Jr.............. 121,000 121,000
J. Kenneth Croney................. 115,000 115,000
Raymond A. Peterson............... 111,000 111,000
Peter W. Shoemaker................ $150,000 150,000
YEAR ENDED SEPTEMBER 30, 1992
- -----------------------------
Hugh G. Moulton................... $247,000 $247,000
O. Gordon Brewer, Jr.............. 165,000 165,000
Hallie H. Gibbs................... 150,000 150,000
William F. Drake, Jr.............. 121,000 121,000
J. Kenneth Croney................. 115,000 115,000
Raymond A. Peterson............... 111,000 111,000
- --------
(1) The notes receivable are secured by the debtors' pledge of Alco stock, bear
interest at 6% and are due upon demand.
S-1
ALCO STANDARD CORPORATION AND SUBSIDIARIES
SCHEDULE VIII--VALUATION AND QUALIFYING ACCOUNTS
COL. A COL. B COL. C COL. D COL. E
------ ------ ------ -------------- -----------
ADDITIONS
-------------------------
CHARGED TO
BALANCE AT CHARGED TO OTHER BALANCE AT
BEGINNING COSTS AND ACCOUNTS-- DEDUCTIONS-- END OF
DESCRIPTION OF PERIOD EXPENSES DESCRIBE DESCRIBE PERIOD
----------- ----------- ----------- ------------- -------------- -----------
YEAR ENDED SEPTEMBER 30, 1994
- -----------------------------
Allowance for doubtful
accounts........................ $27,528,000 $19,668,000 $836,000(1) $18,604,000(2) $29,428,000
=========== =========== ============= ============== ===========
YEAR ENDED SEPTEMBER 30, 1993
- -----------------------------
Allowance for doubtful
accounts........................ $23,947,000 $19,702,000 $4,768,000(1) $20,889,000(2) $27,528,000
=========== =========== ============= ============== ===========
YEAR ENDED SEPTEMBER 30, 1992
- -----------------------------
Allowance for doubtful
accounts........................ $20,493,000 $14,636,000 $6,414,000(1) $17,596,000(2) $23,947,000
=========== =========== ============= ============== ===========
- --------
(1) Represents beginning balances of acquired companies.
(2) Accounts written off during year, net of recoveries.
S-2
ALCO STANDARD CORPORATION AND SUBSIDIARIES
SCHEDULE IX--SHORT-TERM BORROWINGS
COL. A COL. B COL. C COL. D COL. E(3) COL. F(4)
------ ------ ------ ------ --------- ---------
MAXIMUM AMOUNT WEIGHTED AVERAGE
WEIGHTED OUTSTANDING AVERAGE AMOUNT INTEREST RATE
CATEGORY OF AGGREGATE BALANCE AT AVERAGE DURING THE OUTSTANDING DURING THE
SHORT-TERM BORROWINGS END OF PERIOD INTEREST RATE PERIOD DURING THE PERIOD PERIOD
--------------------- ------------- ------------- -------------- ----------------- ----------------
YEAR ENDED SEPTEMBER 30, 1994
- -----------------------------
Notes payable to banks--
domestic(1)...................... $43,000,000 5.2% $303,000,000 $160,317,000 3.6%
Notes payable--foreign............ 48,519,000 5.7 52,050,000 47,348,000 5.0
Notes payable--other.............. 480,000 6.9 1,583,000 848,000 8.1
Commercial paper(2)............... 90,000,000 15,769,000 3.3
YEAR ENDED SEPTEMBER 30, 1993
- -----------------------------
Notes payable to banks--
domestic(1)...................... $ 1,166,000 3.3% $164,000,000 $123,999,000 3.3%
Notes payable--foreign............ 72,639,000 5.6 72,639,000 18,056,000 5.3
Notes payable--other.............. 444,000 6.8 1,755,000 968,000 4.5
Commercial paper(2)............... 90,000,000 3.2 100,000,000 33,445,000 3.3
YEAR ENDED SEPTEMBER 30, 1992
- -----------------------------
Notes payable to banks--
domestic(1)...................... $ 39,000,000 $ 23,099,000 3.9%
Notes payable--foreign............ $ 241,000 6.3% 835,000 187,000 9.1
Notes payable--other.............. 1,324,000 4.3 4,752,000 1,377,000 7.5
- --------
(1) Notes payable to banks represent borrowings under confirmed lines of credit
that are supported by bank credit agreements (See note 5 to the
consolidated financial statements).
(2) Commercial paper matures generally 30 days from date of issue.
(3) The average amount outstanding during the period was computed by dividing
the sum of the daily principal balances by 365.
(4) The weighted average interest rate during the period was computed by
dividing the actual interest expense by the average short-term debt
outstanding.
S-3
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES ACT OF
1934, THE REGISTRANT HAS DULY CAUSED THIS FORM 10-K FOR THE FISCAL YEAR ENDED
SEPTEMBER 30, 1994 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED.
Alco Standard Corporation
Date: November 29, 1994
By /s/ Michael J. Dillon
----------------------------------------
(MICHAEL J. DILLON)
CONTROLLER(PRINCIPAL ACCOUNTING OFFICER)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
FORM 10-K HAS BEEN SIGNED BELOW ON NOVEMBER 29, 1994 BY THE FOLLOWING PERSONS ON
BEHALF OF THE REGISTRANT AND IN THE CAPACITIES INDICATED.
SIGNATURES TITLE
---------- -----
*John E. Stuart Chief Executive Officer and Director
- ------------------------------------- (Principal Executive Officer)
(JOHN E. STUART)
/s/ Kurt E. Dinkelacker Chief Financial Officer (Principal
- ------------------------------------- Financial Officer)
(KURT E. DINKELACKER)
/s/ Michael J. Dillon Controller (Principal Accounting
- ------------------------------------- Officer)
(MICHAEL J. DILLON)
*Ray B. Mundt Chairman of the Board of Directors
- -------------------------------------
(RAY B. MUNDT)
*J. Mahlon Buck, Jr. Director
- -------------------------------------
(J. MAHLON BUCK, JR.)
*Paul J. Darling Director
- -------------------------------------
(PAUL J. DARLING)
*William F. Drake, Jr. Director
- -------------------------------------
(WILLIAM F. DRAKE, JR.)
*James J. Forese Director
- -------------------------------------
(JAMES J. FORESE)
*Frederick S. Hammer Director
- -------------------------------------
(FREDERICK S. HAMMER)
*Barbara Barnes Hauptfuhrer Director
- -------------------------------------
(BARBARA BARNES HAUPTFUHRER)
*Dana G. Mead Director
- -------------------------------------
(DANA G. MEAD)
*Paul C. O'Neill Director
- -------------------------------------
(PAUL C. O'NEILL)
*Rogelio G. Sada Director
- -------------------------------------
(ROGELIO G. SADA)
*James W. Stratton Director
- -------------------------------------
(JAMES W. STRATTON)
*By his signature set forth below, Hugh G. Moulton, pursuant to duly executed
Powers of Attorney duly filed with the Securities and Exchange Commission, has
signed this Form 10-K on behalf of the persons whose signatures are printed
above, in the capacities set forth opposite their respective names.
/s/ Hugh G. Moulton
- ------------------------------------- November 29, 1994
(HUGH G. MOULTON)
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
3.1 Amended and Restated Articles of Incorporation of Alco Standard
Corporation, filed as Exhibit 3.1 to Alco's Form 10-Q for the quarter
ended June 30, 1994 are incorporated herein by reference.
3.2 Code of Regulations of Alco Standard Corporation, as amended February
9, 1982, filed as Exhibit 3(b) to Alco's 1982 Form 10-K, is
incorporated herein by reference.
4.1 1993 Credit Agreement, dated as of September 30, 1993, among Alco
Standard Corporation, Alco Office Products (U.K.) and various
institutional lenders, filed as Exhibit 4.1 to Alco's 1993 Form 10-K,
is incorporated herein by reference.
4.2 Revolving Credit and Acceptance Agreement, dated as of April 21, 1993,
among Alco Standard Corporation, Unisource Canada Inc. and The Toronto
Dominion Bank, filed as Exhibit 4.2 to Alco's 1993 Form 10-K.
4.3 Credit Agreement dated October 15, 1992 among Alco Standard
Corporation and various lending institutions, filed as Exhibit 4.3 to
Alco's 1992 Form 10-K.
4.4 Receivables Purchase Agreement and Guarantee between PCA Paper
Acquisition Inc., Stars Trust, Alco Standard Corporation and Bank of
Montreal, filed as Exhibit 4.4 to Alco's 1992 10-K. Amendment dated
September 30, 1994 to Receivables Purchase Agreement.
4.5 1991 Credit Agreement, dated as of December 18, 1991, and Amendments
to 1991 Credit Agreement, filed as Exhibit 4.1 to Alco's 1991 Form 10-
K and Exhibit 4.1 to Alco's 1992 10-K, respectively.
4.6 Rights Agreement dated as of February 10, 1988 between Alco Standard
Corporation and National City Bank, filed on February 11, 1988 as
Exhibit 1 to Alco's Registration Statement on Form 8-A, is
incorporated herein by reference.
4.7 Pursuant to Regulation S-K item 601(b)(iii), Alco Standard Corporation
agrees to furnish to the Commission, upon request, a copy of other
instruments defining the rights of holders of long-term debt of Alco
Standard Corporation and its subsidiaries.
10.1 Note Purchase Agreement, dated as of June 15, 1986 between Alco
Standard Corporation and certain Institutional Investors, filed as
Exhibit 4.2 to Alco's Current Report, dated July 1, 1988, on Form 8-K,
is incorporated herein by reference.
10.2 Alco Standard Corporation Amended and Restated Long Term Incentive
Compensation Plan, as amended and restated, filed as Exhibit 33-56471,
is incorporated herein by reference.**
10.3 Alco Standard Corporation Annual Bonus Plan.**
10.4 Alco Standard Corporation Partners' Stock Purchase Plan, as amended
and restated.**
10.5 Alco Standard Corporation 1981 Stock Option Plan, filed as Exhibit
10.5 to Alco's 1992 Form 10-K, is incorporated herein by reference.
10.6 Alco Standard Corporation 1986 Stock Option Plan, filed as Exhibit
10.6 to Alco's 1993 Form 10-K, is incorporated herein by reference.**
10.7 Alco Standard Corporation 1989 Directors' Stock Option Plan, filed as
Exhibit 10.3 to Alco's 1992 Form 10-K, is incorporated herein by
reference.**
10.8 Alco Standard Corporation 1993 Directors' Stock Option Plan, filed as
Exhibit 10.7 to Alco's 1993 Form 10-K, is incorporated herein by
reference.**
10.9 Alco Standard Corporation 1995 Stock Option Plan, filed as Exhibit 94
to Alco's Registration Statement No. 33-56469 on Form S-8, is
incorporated herein by reference.**
10.10 Alco Standard Corporation 1980 Deferred Compensation Plan, filed as
Exhibit 10.7 to Alco's 1992 Form 10-K, is incorporated herein by
reference.**
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.11 Alco Standard Corporation 1985 Deferred Compensation Plan, filed as
Exhibit 10.8 to Alco's 1992 Form 10-K, is incorporated herein by
reference.**
10.12 Alco Standard Corporation 1991 Deferred Compensation Plan, filed as
Exhibit 10.9 to Alco's 1992 Form 10-K, is incorporated herein by
reference.**
10.12 Alco Standard Corporation Retirement Plan for Non-Employee Directors,
filed as Exhibit 10.10 to Alco's 1992 Form 10-K, is incorporated
herein by reference.
10.13 Alco Standard Corporation 1994 Deferred Compensation Plan, as amended
and restated.**
10.14 Indenture, dated as of April 1, 1986 between Alco Standard Corporation
and the Chase Manhattan Bank, N.A., as Trustee, filed as Exhibit 4.1
to Alco Standard Corporation's Registration Statement No. 30-4829, is
incorporated herein by reference.
10.15 Support Agreement dated as of June 1, 1994 between Alco Standard
Corporation and Alco Capital Resource, Inc. (Alco's leasing
subsidiary), filed as Exhibit 10.4 to Alco Capital Resource's Amended
Registration Statement in Form 10-12G/A dated May 27, 1994, is
incorporated herein by reference.
10.16 Maintenance Agreement, dated as of August 15, 1991 between Alco
Standard Corporation and Alco Capital Resource, Inc. (Alco's leasing
subsidiary), filed as Exhibit 10.2 to Alco Capital Resource's
Registration Statement on Form 10 dated May 4, 1994, is incorporated
herein by reference.
10.17 Operating Agreement, dated as of August 15, 1991 between Alco Standard
Corporation and Alco Capital Resource, Inc. (Alco's leasing
subsidiary), filed as Exhibit 10.3 to Alco Capital Resource's
Registration Statement on Form 10 dated May 4, 1994, is incorporated
herein by reference.
10.18 Share Purchase Agreement dated September 7, 1994 between Alco Standard
Corporation and shareholders of IMM Office Systems Holding GmbH
10.19 Agreement effective January 1, 1994 between Unisource Worldwide, Inc.
and Integrated Systems Solution Corporation, a subsidiary of IBM.
10.20 Agreement effective January 1, 1994 between Unisource Worldwide, Inc.
and Integrated Systems Solution Corporation, a subsidiary of IBM,
portions of which contain confidential material.
10.21 Receivables Transfer Agreement dated as of September 23, 1994 Among
Alco Capital Resource, Inc., Twin Towers, Inc. and Deutsche Bank AG,
New York Branch, portions of which contain confidential material.
10.22 Distribution Agreement dated as of July 1, 1994 between Alco Capital
Resource, Inc. and various distribution agents, filed as Exhibit 1 to
Alco Capital Resource's Registration Statement No. 33-53779, is
incorporated herein by reference.
10.23 Indenture dated as of July 1, 1994 between Alco Capital Resource, Inc.
and Nations Bank, N.A., as Trustee, filed as Exhibit 4 to Alco Capital
Resource's Registration Statement No. 33-53779, is incorporated herein
by reference.
11 Statement re: Computation of earnings per share.
12.1 Ratio of Earnings to Fixed Charges.
12.2 Ratio of Earnings to Fixed Charges Excluding Captive Finance
Subsidiaries.
12.3 Ratio of Earnings to Fixed Charges and Preferred Stock Dividends.
12.4 Ratio of Earnings to Fixed Charges and Preferred Stock Dividends
Excluding Captive Finance Subsidiaries.
13 Alco Standard Corporation's Annual Report to Shareholders for the
fiscal year ended September 30, 1994 (which, except for those portions
thereof expressly incorporated herein by reference, is furnished for
the information of the Commission and is not "filed" as part of this
report).
21 Subsidiaries of Alco Standard Corporation.
23 Auditors' Consent.
24 Powers of Attorney; certified resolution re: Powers of Attorney.
27 Financial Data Schedule.
- --------
* Copies of the exhibits will be furnished to any security holder of Alco upon
payment of the reasonable cost of reproduction.
** Management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K.
On June 30, 1994, Alco filed a Current Report on Form 8-K to report under
Item 5 its decision to divest its 49.9% interest in IMMOS.
(c) The response to this portion of Item 14 is submitted in response to Item
14(a)(3) above.
(d) The response to this portion of Item 14 is contained on pages S-1, S-2
and S-3 of this report.