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, 1995 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
-------------------
REQUIRED INFORMATION
--------------------
a. Financial Statements. The following financial statements are furnished for
--------------------
the Plan.
1. Audited Statements of Net Assets Available for Benefits -
September 30, 1995 and September 30, 1994.
2. Audited Statements of Changes in Net Assets Available for
Benefits - Plan Years ended September 30, 1995 and
September 30, 1994.
Notes to Financial Statements
Schedules
---------
Schedule of Assets Held For Investment Purposes
Schedule of Reportable Transactions
b. Exhibit
-------
Exhibit 23 Consent of Independent Auditors
Financial Statements and Schedules
Alco Standard Corporation
Defined Contribution Plan
Years ended September 30, 1995 and 1994
with Report of Independent Auditors
Alco Standard Corporation Defined Contribution Plan
Financial Statements and Schedules
Years ended September 30, 1995 and 1994
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
Schedule of Assets Held for Investment Purposes........................... 13
Schedule of Reportable Transactions....................................... 14
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,
1995 and 1994, 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, 1995 and 1994, 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 performed 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, 1995, and reportable
transactions 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 audits of the financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the financial statements taken as a whole.
Philadelphia, Pennsylvania
March 15, 1996 Ernst & Young LLP
1
Alco Standard Corporation Defined Contribution Plan
Statements of Net Assets Available for Benefits
September 30
1995 1994
----------------------------
Assets
Investments:
Cash and cash equivalents $ 3,341,711 $ 470,437
Alco Standard Corporation, common stock
(1995--517,890 shares; cost $25,433,578)
(1994--392,976 shares; cost $16,822,406) 43,891,178 24,413,647
Investment funds 49,105,783 43,581,518
----------------------------
96,338,672 68,465,602
Transfers receivable from merged plans - 750,570
Investment income receivable 52,884 334,453
Loans receivable 477,026 662,509
----------------------------
96,868,582 70,213,134
Liabilities
Accrued administrative expenses - 28,431
----------------------------
Net assets available for benefits $96,868,582 $70,184,703
============================
See accompanying notes.
2
Alco Standard Corporation Defined Contribution Plan
Statements of Changes in Net Assets Available for Benefits
Year ended September 30
1995 1994
----------------------------
Additions:
Transfers of assets from merged plans $23,806,966 $15,387,026
Interest income 2,912,547 2,465,424
Dividend income 994,196 373,271
----------------------------
27,713,709 18,225,721
Distributions:
Benefit payments 13,799,998 16,439,574
Administrative expenses 168,812 142,754
----------------------------
13,968,810 16,582,328
----------------------------
13,744,899 1,643,393
Realized and unrealized gain 12,938,980 7,057,551
----------------------------
Net increase for the year 26,683,879 8,700,944
Net assets available for benefits at beginning
of year 70,184,703 61,483,759
----------------------------
Net assets available for benefits at end of year $96,868,582 $70,184,703
============================
See accompanying notes.
3
Alco Standard Corporation Defined Contribution Plan
Notes to Financial Statements
September 30, 1995
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 the New York Stock 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 stable value fund, a fixed income fund, an equity
index fund, a balanced fund, and a treasury fund.
Investments in the Stable Value Fund (formerly 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 gain (loss) 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.
4
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 the 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.
Effective August 31, 1995, the Fixed Income Fund and the Treasury Fund were
discontinued as investment alternatives. Investments in these funds were
transferred into the Stable Value Fund.
All participants are fully vested in their account balances.
The benefit to which a participant is entitled is the benefit that can be
provided from the participant's account.
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.
5
Alco Standard Corporation Defined Contribution Plan
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
The following plans were merged into the Plan on the effective dates indicated.
Plan Effective Date of Merger
- ------------------------------------------------------------------------------------
Employee Retirement and Tax Advantaged Capital
Accumulation Plan October 1, 1993
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
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
Enterprise Paper Company 401(k) Retirement/Savings
Plan January 1, 1995
Profit Sharing and Payroll Savings Plan of Crump &
Company, Inc. January 1, 1995
Mid South Systems, Inc. 401(k) Savings Plan February 1, 1995
Redden-Miller, Inc. Retirement Plan February 1, 1995
Hoosier Copy, Inc. Profit Sharing Plan March 1, 1995
6
Alco Standard Corporation Defined Contribution Plan
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
Plan Effective Date of Merger
- -------------------------------------------------------------------------------------
Stratocom Strategic Office Communications Corporation
401(k) Plan March 1, 1995
Automated Digital Systems, Inc. 401(k) Profit Sharing
Plan March 1, 1995
Street & Co. Profit Sharing Plan April 1, 1995
Business Equipment of Houston, Inc. 401(k) Plan April 1, 1995
Oregon Photocopy Company, Inc. Profit Sharing
Retirement Plan April 1, 1995
Sierra Office Concepts Profit Sharing Plan April 1, 1995
Tai Office Systems, Inc. Profit Sharing Plan May 1, 1995
Inter-City Paper Company Employee Stock Ownership
Plan July 1, 1995
Mergers resulted in transfers of net assets to the Plan of $23,806,966 and
$15,387,026 during the plan years ended September 30, 1995 and 1994,
respectively.
Upon termination of the Plan, all interests of the participants will be
distributed as soon as administratively practicable.
Information about the Plan, including withdrawal provisions, is contained in the
summary plan description. Copies of this document are available from the Plan
Administrator.
7
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 are as follows:
Shares or
Identity of Investments Par Value Cost Market Value
- --------------------------------------------------------------------------------
September 30, 1995
Connecticut General Life Insurance
Company Guaranteed Long-Term
Fund 28,332,590 $28,332,590 $28,332,590
LaSalle National Trust Company
Income Plus Fund 6,155,778 6,155,778 6,155,778
Fidelity Management Trust
Company Managed Income
Portfolio 6,043,321 6,043,321 6,043,321
Vanguard Institutional Index Fund 156,200 8,278,971 8,574,094
Alco Standard Corporation
Common Stock 517,890 25,433,578 43,891,178
September 30, 1994
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
8
Alco Standard Corporation Defined Contribution Plan
Notes to Financial Statements (continued)
3. Investments (continued)
Information about the net assets available for benefits by separate investment
program at September 30, 1995 and 1994 is as follows:
Alco Stable Equity
Common Value Index Balanced Other
Stock Fund* Fund Fund Assets
---------------------------------------------------------------------------
1995
Assets
Investments:
Cash and cash equivalents $ 142,361 $ 1,086,172 $ -- $2,108,737 $ 4,441
Alco Standard Corporation,
common stock 43,891,178
Investment funds 40,531,689 6,374,190 2,199,904
Investment income receivable 40,980 11,413 491
Loans receivable 477,026
---------------------------------------------------------------------------
Net assets available for benefits $44,033,539 $41,658,841 $6,374,190 $4,320,054 $481,958
===========================================================================
1994
Assets
Investments:
Cash and cash equivalents $ (241,862) $ 538,215 $ -- $ (12,588) $186,183
Alco Standard Corporation,
common stock 24,413,647
Investment funds 32,674,051 5,692,975 4,015,752
Transfers receivable from
merged plans 750,570
Investment income receivable 90,553 238,966
Loans receivable 662,509
---------------------------------------------------------------------------
Total assets 24,262,338 34,201,802 5,692,975 4,003,164 848,692
Liabilities
Accrued administrative expenses 28,431
---------------------------------------------------------------------------
Net assets available for benefits $24,262,338 $34,201,802 $5,692,975 $4,003,164 $820,261
===========================================================================
Fixed
Income Treasury
Fund Fund Total
--------------------------------------
1995
Assets
Investments:
Cash and cash equivalents $ 3,341,711
Alco Standard Corporation,
common stock 43,891,178
Investment funds 49,105,783
Investment income 52,884
receivable
Loans receivable 477,026
--------------------------------------
Net assets available for benefits $96,868,582
======================================
1994
Assets
Investments:
Cash and cash equivalents $ 4 $ 485 $ 470,437
Alco Standard Corporation,
common stock 24,413,647
Investment funds 1,058,296 140,444 43,581,518
Transfers receivable from
merged plans 750,570
Investment income receivable 4,934 334,453
Loans receivable 662,509
--------------------------------------
Total assets 1,063,234 140,929 70,213,134
Liabilities
Accrued administrative expenses 28,431
--------------------------------------
Net assets available for benefits $1,063,234 $ 140,929 $70,184,703
======================================
* Effective September 1, 1995, the Managed Income Fund was renamed the Stable
Value Fund.
9
Alco Standard Corporation Defined Contribution Plan
Notes to Financial Statements (continued)
3. Investments (continued)
The changes in net assets available for benefits by separate investment program
for the years ended September 30, 1995 and 1994 are as follows:
Alco Stable Equity
Common Value Index Balanced Other
Stock Fund* Fund Fund Assets
-----------------------------------------------------------------------------
Net assets available for
benefits at October 1, 1993 $ 7,142,121 $ 44,192,816 $ 5,860,837 $2,729,783 $ 157,229
Investment income 146,596 2,402,161 104,678 78,965 51,949
Benefit payments (2,152,431) (9,989,610) (2,630,704) (742,657) (76,788)
Administrative expenses (142,754)
Realized and
unrealized gain (loss) 7,209,168 45,569 (141,533)
Interfund transfers 11,749,288 (16,299,288) 2,292,806 2,077,519 (445,018)
Transfer of assets 167,596 13,895,723 19,789 1,087 1,275,643
-----------------------------------------------------------------------------
Net assets available for
benefits at September 30,
1994 24,262,338 34,201,802 5,692,975 4,003,164 820,261
Investment income 261,001 2,798,459 414,971 162,347 198,227
Benefit payments (2,071,708) (9,611,532) (1,318,588) (609,170) (10,991)
Administrative expenses (168,812)
Realized and
unrealized gain 11,125,778 1,095,498 698,327
Interfund transfers 10,313,271 (7,472,156) 455,565 (87,486) (1,951,812)
Transfer of assets 142,859 21,742,268 33,769 152,872 1,595,085
-----------------------------------------------------------------------------
Net assets available for
benefits at September 30,
1995 $44,033,539 $ 41,658,841 $ 6,374,190 $4,320,054 $ 481,958
=============================================================================
Fixed
Income Treasury
Fund Fund Total
------------------------------------------
Net assets available for
benefits at October 1, 1993 $ 856,009 $ 544,964 $ 61,483,759
Investment income 44,646 9,700 2,838,695
Benefit payments (352,203) (495,181) (16,439,574)
Administrative expenses (142,754)
Realized and
unrealized gain (loss) (55,653) 7,057,551
Interfund transfers 545,987 78,706 -
Transfer of assets 24,448 2,740 15,387,026
------------------------------------------
Net assets available for
benefits at September 30,
1994 1,063,234 140,929 70,184,703
Investment income 52,414 19,324 3,906,743
Benefit payments (81,287) (96,722) (13,799,998)
Administrative expenses (168,812)
Realized and
unrealized gain 19,377 12,938,980
Interfund transfers (1,161,763) (95,619) -
Transfer of assets 108,025 32,088 23,806,966
------------------------------------------
Net assets available for
benefits at September 30,
1995 $ - $ - $ 96,868,582
==========================================
* Effective September 1, 1995, the Mangaged Income Fund was renamed the Stable
Value Fund.
10
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 included in the Form 5500:
September 30
1994
------------
Net assets available for benefits per the
financial statements $70,184,703
Amounts allocated to withdrawn participants 1,359,318
------------
Net assets available for benefits per the Form 5500 $68,825,385
============
The following is a reconciliation of benefits paid to participants per the
financial statements to the amounts included in the Form 5500:
Year ended
September 30,
1995
-------------
Benefits paid to participants per the financial statements $13,799,998
Less: Amounts allocated to withdrawn participants
at September 30, 1994 1,359,318
-------------
Benefits paid to participants per the Form 5500 $12,440,680
=============
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.
11
Alco Standard Corporation Defined Contribution Plan
Notes to Financial Statements (continued)
6. Subsequent Events
Effective October 1, 1995, the Plan was merged into the Alco Standard
Corporation Retirement Savings Plan ("RSP"). The net assets of the Plan were
transferred from CoreStates Bank, Trustee of the Plan, to Northern Trust
Company, Trustee of the RSP, as a result of the merger.
12
Alco Standard Corporation Defined Contribution Plan
Assets Held for Investment Purposes
September 30, 1995
Description of
Identity of Issue Investment Cost Current Value
- ---------------------------------------------------------------------------------------------------------------
Cash and cash equivalents:
Collective Short Term Investment Short-term fixed income
Fund of the Northern Trust Company investments $ 3,341,711 $ 3,341,711
Investment funds:
Connecticut General Life Insurance
Company Guaranteed Long-Term Fund Investment contracts 28,332,590 28,332,590
LaSalle National Trust Company Income
Plus Fund Investment contracts 6,155,778 6,155,778
Fidelity Management Trust Company
Managed Income Portfolio Investment contracts 6,043,321 6,043,321
Vanguard Institutional Index Fund Equity investments 8,278,971 8,574,094
-----------------------------
Total investment funds 48,810,660 49,105,783
Alco Standard Corporation * Common Stock 25,433,578 43,891,178
Loans Receivable Participant loans, at various
interest rates ranging between
6% and 11.5% 477,026 477,026
-----------------------------
$78,062,975 $96,815,698
=============================
*Indicates a party-in-interest to the Plan.
13
Alco Standard Corporation Defined Contribution Plan
Schedule of Reportable Transactions
Year ended September 30, 1995
Identity of Purchase Selling Price or Net Gain
Party Involved Description of Asset Price Maturity Value Cost or (Loss)
- -----------------------------------------------------------------------------------------------------------------------------------
Category I--A single transaction in excess of 5% of plan assets
- ---------------------------------------------------------------
Vanguard Institutional Purchased 108,731 shares on September 1,
Index Fund 1995 $ 5,818,186
Category III--A series of transactions in a security issue
- ----------------------------------------------------------
aggregating 5% of plan assets
-----------------------------
Alco Standard Corporation* Alco Standard Corporation common stock --
purchased 159,573 shares in 53 transactions;
sold 34,659 shares in 21 transactions. 10,430,929 $ 2,201,200 $ 1,819,757 $ 381,443
CoreStates Balanced Fund CoreStates Balanced Fund -- purchased 16,322
shares in 17 transactions; sold 222,167
shares in 24 transactions 349,378 4,961,618 4,347,201 614,417
CoreFund Cash Reserve CoreFund Cash Reserve -- purchased 18,758,403
shares in 320 transactions; sold 19,143,235
shares in 232 transactions 18,758,403 19,143,235 19,143,235 -
Merrill Lynch Employee
Benefit
Plan Master Repurchase Merrill Lynch Employee Benefit Plan Master
Agreement Repurchase Agreement -- purchased 2,650,460
shares in 50 transactions; sold 2,753,422
shares in 42 transactions 2,650,460 2,753,422 2,753,422 -
Fidelity Management Trust
Company
Managed Income Fund Fidelity Management Trust Company Managed
Income Fund -- purchased 2,794,561 shares
in 156 transactions; sold 5,144,278
shares in 56 transactions 2,794,561 5,144,278 5,144,278 -
14
Alco Standard Corporation Defined Contribution Plan
Schedule of Reportable Transactions (continued)
Year ended September 30, 1995
Identity of Purchase Selling Price or Net Gain
Party Involved Description of Asset Price Maturity Value Cost or (Loss)
- ---------------------------------------------------------------------------------------------------------------------------------
Category III--A series of transactions in a security issue aggregating 5% of plan assets (continued)
- ----------------------------------------------------------------------------------------
LaSalle National Trust
Company
Income Plus Fund LaSalle National Trust Company Income Plus
Fund -- purchased 2,869,634 shares in 160
transactions; sold 5,145,423 shares in 54
transactions $ 2,869,634 $ 5,145,423 $ 5,145,423 $ -
Connecticut General Life
Insurance
Company Guaranteed Connecticut General Life Insurance Company
Long-Term Fund Guaranteed Long-Term Fund -- purchased
6,284,540 shares in 91 transactions; sold
8,699,332 shares in 41 transactions 6,284,540 8,699,332 8,699,332 -
CoreFund Equity Index Fund CoreFund Equity Index Fund -- purchased
49,586 shares in 24 transactions; sold
316,997 shares in 28 transactions 1,062,848 7,633,162 6,470,736 1,162,426
Vanguard Institutional Vanguard Institutional Index Fund -- purchased
Index Fund 157,525 shares in 8 transactions; sold 3,017
shares in 3 transactions 8,440,244 166,844 161,273 5,571
Pursuant to Department of Labor Regulation Section 2520.103-6, there were no
Category II or IV reportable transactions during the year ended September 30,
1995.
*Indicates a party-in-interest to the Plan.
15
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/ Nancy J. Heiden
------------------------------
Plan Administrator Dated: March 28, 1996
FORM 11-K
ALCO STANDARD CORPORATION DEFINED CONTRIBUTION PLAN
PLAN YEAR ENDED September 30, 1995
INDEX TO EXHIBIT
----------------
Exhibit Number Description
-------------- -----------
Exhibit 23 Consent of Independent Auditors