-----------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
[X] SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] for the
Plan Year ended September 30, 1994 or
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
[_] SECURITIES EXCHANGE ACT OF 1934 [NO 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
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REQUIRED INFORMATION
--------------------
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, 1994 and September 30, 1993.
2. Audited Statements of Changes in Net Assets Available for
Benefits - Plan Years ended September 30, 1994 and
September 30, 1993.
Notes to Financial Statements
Schedules
Assets Held For Investment
Transactions or Series of Transactions in Excess of 5%
of the Current Value of Plan Assets
b. Exhibit
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Exhibit 23 Consent of Independent Auditors
-2-
Financial Statements and Schedules
Alco Standard Corporation
Defined Contribution Plan
Years ended September 30, 1994 and 1993
with Report of Independent Auditors
-3-
Alco Standard Corporation Defined Contribution Plan
Financial Statements and Schedules
Years ended September 30, 1994 and 1993
Contents
Report of Independent Auditors.............................. 5
Audited Financial Statements
Statements of Net Assets Available for Benefits............. 6
Statements of Changes in Net Assets Available for Benefits.. 7
Notes to Financial Statements............................... 8
Schedules
Assets Held for Investment Purposes......................... 16
Transactions or Series of Transactions in Excess of
5% of the Current Value of Plan Assets..................... 17
-4-
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,
1994 and 1993, 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, 1994 and 1993, and the changes in its net assets available for
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 purposes as of September 30, 1994, 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 1994 financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
1994 financial statements taken as a whole.
February 28, 1995
-5-
Alco Standard Corporation Defined Contribution Plan
Statements of Net Assets Available for Benefits
September 30
1994 1993
----------------------------
Assets
Investments:
Cash and cash equivalents $ 470,437 $ 2,747,902
Alco Standard Corporation, common stock
(1994--392,976 shares; cost $16,822,406)
(1993--161,447 shares; cost $5,661,439) 24,413,647 7,103,700
Investment funds 43,581,518 41,929,895
----------------------------
68,465,602 51,781,497
Transfers receivable from merged plans 750,570 8,356,277
Investment income receivable 334,453 1,273,202
Loans receivable 662,509 163,677
----------------------------
70,213,134 61,574,653
Liabilities
Accrued administrative expenses 28,431 90,894
----------------------------
Net assets available for benefits $70,184,703 $61,483,759
============================
See accompanying notes.
-6-
Alco Standard Corporation Defined Contribution Plan
Statements of Changes in Net Assets Available for Benefits
Year ended September 30
1994 1993
----------------------------
Additions:
Transfers of assets from merged plans $15,387,026 $24,060,863
Interest income 2,465,424 2,337,534
Dividend income 373,271 447,693
Other income -- 17,780
----------------------------
18,225,721 26,863,870
Distributions:
Benefit payments 16,439,574 4,950,760
Administrative expenses 142,754 110,304
----------------------------
16,582,328 5,061,064
----------------------------
1,643,393 21,802,806
Realized and unrealized gain 7,057,551 1,555,190
----------------------------
Net increase for the year 8,700,944 23,357,996
Net assets available for benefits at beginning
of year 61,483,759 38,125,763
----------------------------
Net assets available for benefits at end of year $70,184,703 $61,483,759
============================
See accompanying notes.
-7-
Alco Standard Corporation Defined Contribution Plan
Notes to Financial Statements
September 30, 1994
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 is
determined by use of the last reported sales price on the last business day of
the plan year, as reported on a national securities exchange.
Cash equivalents are valued at cost which is equal to market value. 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.
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.
Certain prior-year amounts have been reclassified to conform with the current
presentation.
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.
-8-
Alco Standard Corporation Defined Contribution Plan
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
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 are no further employer or employee
contributions made to the Plan.
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 the twelve-month period which begins with an investment
change.
All participants are fully vested in their account balances.
The Plan does not permit new loans to participants. Loans to participants of
plans merged into the Plan that are outstanding at the date of the merger will
continue under the former plans' terms except that the trustee of the Plan shall
be substituted as payee and secured party for the trustee of the former plan.
Administrative expenses are paid by the Plan unless paid by the Company.
The following plans were merged into the Plan on the effective dates indicated.
Plan Effective Date of Merger
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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
Employees 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
Employee Retirement and Tax Advantaged
Capital Accumulation Plan October 1, 1993
-9-
Alco Standard Corporation Defined Contribution Plan
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
Plan Effective Date of Merger
------------------------------------------------------------------
H & R Group, Inc. Profit Sharing 401(k)
Plan October 1, 1993
University Copy Systems of Hawaii, Inc.
401(k) Retirement Plan October 1, 1993
California Copy, Inc. Profit Sharing
Plan November 1, 1993
Unitech, Inc. of Mississippi Profit
Sharing Plan January 1, 1994
Unitech, Inc. of Mississippi 401(k) Plan January 1, 1994
Mack-Pak, Inc. 401(k) Profit Sharing Plan April 1, 1994
Gray & Creech, Inc. Retirement Savings
Plan April 1, 1994
Office Automation, Inc. Employees'
Savings and Profit Sharing Plan April 1, 1994
Woodward-Dent, Inc. Profit Sharing Plan April 1, 1994
Copy Products, Inc. Employee Savings
and Security Plan May 1, 1994
Vermont Copier 401(k) Profit Sharing Plan May 1, 1994
Larson Packaging Equipment Co., Inc.
Profit Sharing Plan July 1, 1994
Paul B. Williams Retirement Savings Plan July 1, 1994
Marbaugh Engineering Supply Co., Inc.
Employees 401(k) Plan September 1, 1994
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.
Mergers resulted in a transfer of net assets to the Plan of $15,387,026 and
$24,060,863 during the plan years ended September 30, 1994 and 1993,
respectively.
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 these documents are
available from the Plan Administrator.
-10-
Alco Standard Corporation Defined Contribution Plan
Notes to Financial Statements (continued)
3. Investments
Individual investments that represent 5% or more of the fair value of net assets
available for benefits as of September 30, 1994 are as follows:
Shares or
Identity of Investments Par Value Cost Market Value
--------------------------------------------------------------------------------
Connecticut General Life Insurance
Company Guaranteed Long-Term Fund 19,378,961 $19,378,961 $19,378,961
LaSalle National Trust Company
Income Plus Fund 6,649,528 6,649,528 6,649,528
Fidelity Management Trust Company
Managed Income Portfolio 6,645,562 6,645,562 6,645,562
CoreFund Equity Index Fund 267,411 5,407,888 5,692,975
CoreStates Balanced Fund 205,845 3,997,823 4,015,752
Alco Standard Corporation Common Stock 392,976 16,822,406 24,413,647
-11-
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,
1994 and 1993 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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1994
Assets
Investments:
Cash and cash equivalents $ 538,215 $ 4 $ -- $ (12,588) $ (241,862) $ 485 $186,183 $ 470,437
Common stock of
Alco Standard 24,413,647 24,413,647
Investment funds 32,674,051 1,058,296 5,692,975 4,015,752 140,444 43,581,518
Transfers receivable 750,570 750,570
Investment income
receivable 238,966 4,934 90,553 334,453
Loans receivable 662,509 662,509
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Total assets 34,201,802 1,063,234 5,692,975 4,003,164 24,262,338 140,929 848,692 70,213,134
Liabilities
Accrued administrative 28,431 28,431
expenses
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Net assets $34,201,802 $1,063,234 $5,692,975 $4,003,164 $24,262,338 $ 140,929 $820,261 $70,184,703
========================================================================================================
1993
Assets
Investments:
Cash and 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
--------------------------------------------------------------------------------------------------------
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 90,894 90,894
expenses
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Net assets $44,192,816 $ 856,009 $5,860,837 $2,729,783 $ 7,142,121 $ 544,964 $157,229 $61,483,759
========================================================================================================
-12-
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, 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 (4,210,847) (30,153) (87,936) (102,494) (439,734) (21,678) (57,918) (4,950,760)
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
---------------------------------------------------------------------------------------------------------
Net assets at
September 30, 1993 44,192,816 856,009 5,860,837 2,729,783 7,142,121 544,964 157,229 61,483,759
Investment income 2,402,161 44,646 104,678 78,965 146,596 9,700 51,949 2,838,695
Benefit payments (9,989,610) (352,203) (2,630,704) (742,657) (2,152,431) (495,181) (76,788) (16,439,574)
Administrative
expenses (142,754) (142,754)
Realized and
unrealized gain (loss) (55,653) 45,569 (141,533) 7,209,168 7,057,551
Interfund transfers (16,299,288) 545,987 2,292,806 2,077,519 11,749,288 78,706 (445,018) --
Transfer of assets 13,895,723 24,448 19,789 1,087 167,596 2,740 1,275,643 15,387,026
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Net assets at
September 30, 1994 $34,201,802 $1,063,234 $ 5,692,975 $4,003,164 $24,262,338 $ 140,929 $ 820,261 $ 70,184,703
=========================================================================================================
-13-
Alco Standard Corporation Defined Contribution Plan
Notes to Financial Statements (continued)
4. Differences Between Financial Statements and Form 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the amounts expected to be included in the Form 5500:
September 30
1994 1993
-----------------------------
Net assets available for benefits per
the financial statements $70,184,703 $61,483,759
Amounts allocated to withdrawn participants 1,359,318 2,870,573
-----------------------------
Net assets available for benefits per the Form 5500
$68,825,385 $58,613,186
=============================
The following is a reconciliation of benefits paid to participants per the
financial statements to the amounts expected to be included in the Form 5500:
Year ended
September 30,
1994
-------------
Benefits paid to participants per the financial statements $16,439,574
Add: Amounts allocated to withdrawn participants at
September 30, 1994 1,359,318
Less: Amounts allocated to withdrawn participants at
September 30, 1993 2,870,573
--------------
Benefits paid to participants per the Form 5500 $14,928,319
==============
Amounts allocated to withdrawn participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to year
end but not yet paid.
5. Income Tax Status
The trust established under the Plan to hold the Plan's assets is qualified
pursuant to the appropriate section of the Internal Revenue Code and,
accordingly, the trust's net investment income is exempt from income taxes. The
Plan has obtained a favorable tax determination letter from the Internal Revenue
Service and the Plan sponsor believes that the Plan continues to qualify and to
operate as designed.
-14-
Alco Standard Corporation Defined Contribution Plan
Notes to Financial Statements (continued)
6. Subsequent Events
The following plans were merged into the Plan on the effective date indicated:
Effective Date
Plan of Merger
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Copy-Co., Inc. 401(k) Profit Sharing Plan October 1, 1994
CRS Business Products 401(k) Profit Sharing Plan November 1, 1994
Long Island Business Products Corp. 401(k) Profit
Sharing Plan December 1, 1994
Mid South Systems, Inc. 401(k) Savings Plan February 1, 1995
Profit Sharing and Payroll Savings Plan of Crump &
Company, Inc. January 1, 1995
RBPI Retirement Plan January 1, 1995
Redden-Miller, Inc. Retirement Plan February 1, 1995
Sun Office Systems, Inc. 401(k) Plan February 1, 1995
-15-
Alco Standard Corporation Defined Contribution Plan
Assets Held for Investment
September 30, 1994
Description of
Identity of Issue Investment Cost Current Value
--------------------------------------------------------------------------------
Cash and cash equivalents:
CoreFund Cash Reserve Money Market Fund $ 367,475 $ 367,475
Merrill Lynch Employee
Benefit Plan Master
Repurchase Agreement Repurchase Agreements 102,962 102,962
----------------------------
Total cash and cash
equivalents 470,437 470,437
Investment funds:
Connecticut General Life
Insurance Company
Guaranteed Long-Term
Fund Investment contracts 19,378,961 19,378,961
La Salle National Trust
Company Income Plus Fund Investment contracts 6,649,528 6,649,528
Fidelity Management Trust
Company Managed Income
Portfolio Investment contracts 6,645,562 6,645,562
CoreFund Intermediate Fixed income
Bond Fund investments 1,098,749 1,058,296
CoreFund Equity Index
Fund Equity investments 5,407,888 5,692,975
CoreStates Balanced Fund Equity and fixed
income investments 3,997,823 4,015,752
CoreFund Treasury Reserve Treasury investments 140,444 140,444
----------------------------
Total investment funds 43,318,955 43,581,518
Alco Standard Corporation Common stock 16,822,406 24,413,647
Loans Receivable Participant loans 662,509 662,509
----------------------------
Total assets held for
investment $61,274,307 $69,128,111
============================
-16-
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, 1994
Selling Price
or Maturity Net Gain
Identity of Party Involved Description of Assets Purchase Price Value Cost or (Loss)
------------------------------------------------------------------------------------------------------------------------
Category I--Single transactions in excess of 5% of plan assets
--------------------------------------------------------------
Merrill Lynch Employee Benefit Plan Purchased 4,001,405 shares on
Master Repurchase Agreement December 27, 1993 $4,001,405
Merrill Lynch Employee Benefit Plan Purchased 5,345,397 shares on
Master Repurchase Agreement December 30, 1993 5,345,397
CoreFund Cash Reserve Purchased 3,940,213 shares on
April 4, 1994 3,940,213
Alco Standard Corporation Common Purchased 89,901 shares on
Stock January 26, 1994 3,254,119
Alco Standard Corporation Common Purchased 105,875 shares on
Stock July 19, 1994 4,688,934
Merrill Lynch Employee Benefit Plan Sold 4,001,405 shares on
Master Repurchase Agreement December 29, 1993 $4,001,405 $4,001,405 $ --
Merrill Lynch Employee Benefit Plan Sold 5,345,397 shares on
Master Repurchase Agreement December 31, 1993 5,345,397 5,345,397 --
CoreFund Cash Reserve Sold 3,392,665 shares on
July 20, 1994 3,392,665 3,392,665 --
-17-
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, 1994
Selling Price
Description or Maturity Net Gain
Identity of Party Involved of Assets Purchase Price Value Cost or (Loss)
---------------------------------------------------------------------------------------------------------------------------
Category II--A series of transactions (other than security transactions) with the same person aggregating 5% of plan assets
---------------------------------------------------------------------------------------------------------------------------
None.
Category III--A series of transactions in a security issue aggregating 5% of plan assets
----------------------------------------------------------------------------------------
CoreFund Cash Reserve Purchased 15,047,858
shares in 269
transactions; sold
14,680,383 shares in
161 transactions $15,047,858 $14,680,383 $14,680,383 $ --
Merrill Lynch Employee Purchased 16,424,416
Benefit Plan Master shares in 144
Repurchase Agreement transactions; sold
19,069,356 shares in
125 transactions 16,424,416 19,069,356 19,069,356
Connecticut General Life Purchased 4,849,576
Insurance Company shares in 89
Guaranteed Long-Term Fund transactions; sold
6,044,926 shares in 60
transactions 4,849,576 6,044,926 6,044,926
LaSalle National Trust Purchased 10,500,885
Company Income Plus Fund shares in 70
transactions; sold
9,509,797 shares in
106 transactions 10,500,885 9,509,797 9,509,797
-18-
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, 1994
Selling Price
Description or Maturity Net Gain
Identity of Party Involved of Assets Purchase Price Value Cost or (Loss)
---------------------------------------------------------------------------------------------------------------------------
Category III--A series of transactions in a security issue aggregating 5% of plan assets (continued)
---------------------------------------------------------------------------------------------------
Fidelity Management Trust Purchased 10,443,638
Company Managed Income shares in 213
Portfolio transactions;
sold 9,552,803 shares
in 110 transactions $10,443,638 $ 9,552,803 $ 9,552,803 $ --
CoreFund Equity Index Fund Purchased 126,860 shares
in 51 transactions; sold
132,840 shares in 27
transactions 2,661,099 2,836,912 2,659,719 177,193
CoreStates Balanced Fund Purchased 135,171 shares
in 86 transactions; sold
59,515 shares in 77
transactions 2,635,317 1,202,028 1,161,103 40,925
Alco Standard Corporation Purchased 340,938 shares
Common Stock in 48 transactions; sold
109,409 shares in 38
transactions 15,217,893 5,435,233 4,056,926 1,378,307
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
-19-
SIGNATURES
----------
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 G. Yurick
--------------------
Plan Administrator Dated: March 29, 1995
-20-
FORM 11-K
ALCO STANDARD CORPORATION DEFINED CONTRIBUTION PLAN
PLAN YEAR ENDED September 30, 1994
INDEX TO EXHIBIT
----------------
Exhibit Number Description
-------------- -----------
Exhibit 23 Consent of Independent Auditors
-21-