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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934)
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:
TITLE OF CLASS NAME OF EACH
EXCHANGE ON WHICH
REGISTERED
Common Stock, no par value
Preferred Share Purchase Rights --------------
New York Stock Exchange
Philadelphia Stock
Exchange
Chicago Stock Exchange
Series AA Convertible Preferred Stock (Depositary Shares)New York Stock
Exchange
Securities registered pursuant to Section 12(g) of the Act: None
The registrant hereby amends its Annual Report on Form 10-K for the fiscal
year ended September 30, 1994 (as amended by its Form 10-K/A filed on November
30, 1994) in order to provide previously omitted terms contained in Exhibits
10.20 and 10.21 in the manner set forth herein.
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 $2,879,181,690 BASED UPON
THE CLOSING SALES PRICE ON THE NEW YORK STOCK EXCHANGE COMPOSITE TAPE OF $55
3/8 PER COMMON SHARE (ON NOVEMBER 28, 1994) AND $64 PER DEPOSITARY SHARE OF
SERIES AA CONVERTIBLE PREFERRED STOCK (ON NOVEMBER 25, 1994). 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 54,382,269.
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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SIGNATURES
Pursuant to the requirements of section 13 or 15(d) of the Securities Act of
1934, the registrant has duly caused this Amendment on Form 10-K/A for the
fiscal year ended September 30, 1994 to be signed on its behalf by the
undersigned, thereunto duly authorized.
ALCO STANDARD CORPORATION
Date: March 17, 1995
By /s/ Michael J. Dillon
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(Michael J. Dillon)
Vice President and Controller
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment on Form 10-K/A has been signed below on March 17, 1995 by the
following persons on behalf of the registrant and in the capacities indicated.
Signatures Title
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*John E. Stuart President, Chief Executive Officer and
- ------------------------------ Director (Principal Executive Officer)
(John E. Stuart)
/s/ Kurt E. Dinkelacker Executive Vice President and Chief
- ------------------------------ Financial Officer (Principal Financial
(Kurt E. Dinkelacker) Officer)
/s/ Michael J. Dillon Vice President and Controller (Principal
- ------------------------------ Accounting Officer)
(Michael J. Dillon)
*Ray B. Mundt Chairman of the Board of Directors
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(Ray B. Mundt)
*J. Mahlon Buck, Jr. Director
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(J. Mahlon Buck, Jr.)
*Paul J. Darling Director
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(Paul J. Darling)
*William F. Drake, Jr. Director
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(William F. Drake, Jr.)
*James J. Forese Director
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(James J. Forese)
*Frederick S. Hammer Director
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(Frederick S. Hammer)
*Barbara Barnes Hauptfuhrer Director
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(Barbara Barnes Hauptfuhrer)
*Dana G. Mead Director
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(Dana G. Mead)
*Paul C. O'Neill Director
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(Paul C. O'Neill)
*Rogelio G. Sada Director
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(Rogelio G. Sada)
*James W. Stratton Director
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(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 Amendment on Form 10-K/A on behalf of the persons whose signatures
are printed above, in the capacities set forth opposite their respective names.
/s/ Hugh G. Moulton March 17, 1995
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(Hugh G. Moulton)
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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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
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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
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).
EXHIBIT
NUMBER DESCRIPTION
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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.