AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 30, 1996
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] Annual report pursuant in section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended September 30, 1996 or
[_] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period to
FORM 10-K
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 OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (610) 296-8000
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF CLASS ON WHICH REGISTERED
-------------- ---------------------
Common Stock, no par value New York Stock Exchange
(with Preferred Share Purchase Rights) Philadelphia Stock Exchange
Chicago Stock Exchange
Series BB Conversion 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. [X]
THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF THE
REGISTRANT AS OF DECEMBER 26, 1996 WAS APPROXIMATELY $6,354,764,085 BASED UPON
THE CLOSING SALES PRICE ON THE NEW YORK STOCK EXCHANGE COMPOSITE TAPE OF
$50.875 PER COMMON SHARE (ON DECEMBER 26, 1996), AND $94.75 PER DEPOSITARY
SHARE OF SERIES BB CONVERSION PREFERRED STOCK (ON DECEMBER 23, 1996). 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 DECEMBER 26, 1996 WAS 133,583,326.
DOCUMENTS INCORPORATED BY REFERENCE
PARTS I AND II--REGISTRANT'S ANNUAL REPORT TO SHAREHOLDERS FOR FISCAL YEAR
ENDED SEPTEMBER 30, 1996
PART III--REGISTRANT'S PROXY STATEMENT FOR THE 1997 ANNUAL MEETING OF
SHAREHOLDERS
================================================================================
PART I
ITEM 1. BUSINESS.
Alco Standard Corporation ("Alco" or the "Company") was incorporated in Ohio
in 1952 and is the successor to a business incorporated under a similar name
in 1928. The address of the Company's principal executive offices is P.O. Box
834, Valley Forge, Pennsylvania 19482 (telephone number: (610) 296-8000).
Since its original incorporation, Alco has been engaged in a number of
different manufacturing and distribution operations. Beginning in 1987, Alco
began divesting its manufacturing businesses in order to focus exclusively on
select distribution businesses. By fiscal 1993, Alco was engaged in two core
distribution operations--office products and paper distribution. On December
31, 1996, as a result of a growing strategic conflict between these two
businesses, Alco will spin off its paper and supply systems business,
Unisource Worldwide, Inc. ("Unisource"), to Alco's common shareholders. Alco's
sole remaining business will be IKON Office Solutions, Inc. Alco has accounted
for Unisource as a discontinued operation for all periods presented in its
Annual Report to Shareholders for the fiscal year ended September 30, 1996.
Information concerning Unisource's business is set forth under the caption
"Discontinued Operations."
IKON Office Solutions, Inc. ("IKON") sells, rents and leases photocopiers,
fax machines, digital printers and other automated office equipment for use in
both traditional and integrated office environments. IKON also provides
equipment service and supplies, and equipment financing. In recent years, IKON
has expanded its business to include outsourcing and imaging services, such as
reprographic facilities management and specialized document copying services.
IKON has also recently begun to offer network consulting and design, computer
networking, technology training and software solutions for the networked
office environment, providing one-stop shopping to customers who seek quality,
accessible office productivity solutions.
IKON has locations throughout the United States and 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. IKON competes against numerous competitors over a
wide range of markets, competing on the basis of quality, customer service,
price and product performance.
IKON distributes the products of numerous manufacturers, including Canon,
Oce, Ricoh and Sharp, throughout 49 states, seven Canadian provinces, in
Europe and in Mexico. Customers include large and small businesses,
professional firms and government agencies.
In fiscal 1996, IKON generated approximately $4.1 billion in revenues and
$310 million in operating income. Finance subsidiaries contributed 15.1% of
IKON's operating income in fiscal 1996.
During fiscal 1996, IKON acquired 100 companies in the United States,
Canada, and Europe, with an aggregate of approximately $878 million in
annualized revenues. Of the 100 companies acquired in fiscal 1996, 82 were
traditional copier companies, 13 were outsourcing and imaging companies and
five were systems integrators. IKON's international expansion during fiscal
1996 included the acquisition of companies in France and Mexico.
INFORMATION CONCERNING ALCO'S BUSINESS IN GENERAL
UNISOURCE SPIN-OFF
On June 19, 1996, Alco announced that it would separate Unisource, its
printing and imaging and supply systems distribution business, from IKON, with
each business operating as a stand-alone publicly traded company. In order to
effect the separation of these businesses, Alco has declared a dividend
payable to holders of record of Alco common stock at the close of business on
December 13, 1996 (the "Record Date") of one share of Unisource common stock,
$.001 par value ("Unisource Common Stock"), for every two shares of Alco
common stock owned on the Record Date. As a result of the distribution, 100%
of the outstanding shares of
Unisource Common Stock will be distributed to Alco's shareholders. Except for
any cash received in lieu of fractional shares, the Unisource spin-off will be
tax-free to Alco and Alco's U.S. shareholders. Alco expects to complete the
spin-off and to mail the Unisource Common Stock share certificates on December
31, 1996.
In conjunction with the separation of their businesses, Unisource and Alco
entered into various agreements that address the allocation of assets and
liabilities between them and define their relationship after the separation,
including a Distribution Agreement ("Distribution Agreement"), a Benefits
Agreement ("Benefits Agreement") and a Tax Sharing and Indemnification
Agreement ("Tax Sharing Agreement"), all of which have been filed as exhibits
to this report. The Distribution Agreement provides for, among other things,
the principal transactions required to effect the Distribution, the conditions
to the Distribution, the allocation between Alco and Unisource of certain
assets and liabilities, and cooperation by Alco and Unisource in the provision
of information and certain facilities necessary to perform the administrative
functions incident to their respective businesses. The Distribution Agreement
includes cross indemnification provisions pursuant to which Unisource and Alco
indemnify each other for damages that may arise out a breach of their
respective obligations under the agreement.
Under the Benefits Agreement, the wages, salaries and employee benefits of
all employees of Unisource will be the responsibility of Unisource. Generally,
Unisource's obligation to provide benefits will include all obligations with
respect to Unisource employees under pension plans, savings plans and
multiemployer plans, welfare plans (retiree medical plans), supplemental
benefit plans, certain deferred compensation plans, incentive plans, stock-
based plans and other plans covering Unisource employees and will include
liabilities that arose while the individuals were employed by Alco. The
Benefits Agreement requires Alco to reimburse Unisource for a portion of any
payments made by Unisource to former Unisource employees under Alco's 1985,
1991 and 1994 deferred compensation plans. Unisource will assume certain Alco
pension plans covering Unisource employees, and assets and liabilities
attributable to Unisource employees under Alco's participating companies
pension plan and Alco's 401(k) plan will be transferred to a new Unisource
pension plan and 401(k) plan, respectively.
Under the Tax Sharing Agreement, Unisource will bear its respective share of
(i) Alco's federal consolidated income tax liability (or benefit), (ii) any
unitary state income tax liability, and (iii) Alco's consolidated personal
property tax liability for all tax periods that end before or that include the
Distribution Date. For the taxable year ended September 30, 1996, Unisource's
share of Alco's federal consolidated tax liability (or benefit) will be 40% of
such liability (or benefit) and Alco's share of such liability (or benefit)
will be 60%. Unisource is responsible for paying any tax liabilities arising
for any tax returns that it files separately. If any tax year ending before or
including the Distribution Date is subsequently examined by the IRS, and an
adjustment results from such examination, then Unisource's share of Alco's
additional federal consolidated income tax liability (or benefit for that tax
year) shall be computed and agreed to by the parties. The Tax Sharing Agreement
generally provides that in the event either Alco or Unisource takes any action
inconsistent with, or fails to take any action required by, or in accordance
with the qualification of the Distribution as tax-free, then Alco or Unisource,
as the case may be, will be liable for and indemnify and hold the other
harmless from any tax liability resulting from such action. For further
information concerning the Unisource spin-off, reference is made to Unisource's
Form 10 Registration Statement (effective November 26, 1996) and the
Information Statement contained therein.
ADJUSTMENT TO PREFERRED STOCK CONVERSION RATE
As a result of the Unisource spin-off, adjustments have been made to the
number of Alco common shares which holders of depositary shares of Alco's
Series BB Preferred Stock ("Series BB Holders") are entitled to receive upon
conversion. Effective December 16, 1996, Series BB Holders are entitled to
receive 2.0468 shares of common stock for each depositary share converted (for
optional conversion). Adjustments have also been made to the number of common
shares to be received per depositary share of Series BB Preferred Stock upon
the mandatory conversion date (October 1, 1998), as follows: (a) if the Current
Market Price of the common stock is greater than or equal to $37.80 per share,
2.0468 shares of common stock per depositary share, (b) if the Current Market
Price of the common stock is less than $37.80 but greater than $30.98 per
share, the number of
2
shares of common stock per depositary share having a value (determined at the
Current Market Price) equivalent to $77.375, and (c) if the Current Market
Price is less than or equal to $30.98 per share, 2.4972 shares of common stock
per depositary share, subject in each case to adjustment in certain events. The
"Current Market Price" means the average closing price per share of common
stock of the Company on the 20 trading days immediately prior to, but not
including, the mandatory conversion date.
NAME CHANGE
Effective January 1, 1997, IKON will be Alco's sole continuing business.
Therefore, on January 23, 1997, Alco's shareholders will be asked to approve an
amendment to Alco's Articles of Incorporation to change the name of the
corporation from Alco Standard Corporation to IKON Office Solutions, Inc.
The name IKON Office Solutions, Inc. is currently being used by the Alco
subsidiary which, until the Unisource spin-off, has operated the IKON Office
Solutions business. The IKON Office Solutions name has been well-received by
the Company's existing customer base and the Company believes that
advertisements using this name have successfully appealed to new customers.
After shareholder approval of the Company's name change, the subsidiary will
cease using the name and will be merged into the Company. For further
information regarding the IKON Office Solutions name, see "Proprietary
Matters."
STOCK SPLIT
On November 9, 1995, the Company effected a two-for-one split of its common
stock in the form of a stock dividend to shareholders of record on October 27,
1995. All common share and per share amounts reported by Alco in its
consolidated financial statements have been adjusted to give retroactive effect
to the stock split.
BOARD AND MANAGEMENT CHANGES
In August 1996, Kurt E. Dinkelacker, President and Chief Operating Officer of
IKON, was elected to the Board of Directors. In addition, Richard A. Jalkut,
President and Group Executive of the NYNEX Telecommunications Group, was
elected to the Board in August 1996, and James R. Birle, Chairman of Resolute
Partners, a private merchant bank, was elected to the Board in November 1996.
Among other executive changes during fiscal 1996 and the first quarter of
fiscal 1997, Robert M. Kearns was named Senior Vice President and Chief
Financial Officer, David M. Gadra was named Senior Vice President and Chief
Information Officer, William F. Drake, who had been serving as the Company's
Vice Chairman, was named General Counsel, and Karin M. Kinney was named
Corporate Counsel and Secretary.
DEBT OFFERING
In December 1995, Alco completed a public offering of $300 million of 30-year
bonds with a stated interest rate of 6.75% at a discount price of 98.48% and
used the net proceeds of approximately $290 million to reduce outstanding
short-term debt. The effective yield on the bonds is 6.87%.
SUPPLIERS AND CUSTOMERS
Products distributed by IKON are purchased from numerous domestic and
overseas suppliers, primarily Canon, Oce, Ricoh and Sharp. There has been no
significant difficulty in obtaining products from these suppliers. Supplier
relationships are good and are expected to continue. IKON has a large number of
customers, and is not 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 IKON's
business taken as a whole.
Many of the Company's operations are required to carry significant amounts of
inventory to meet rapid delivery requirements of customers. At September 30,
1996, inventories accounted for approximately 23% of IKON's total current
assets.
3
PROPRIETARY MATTERS
The Company has a number of trademarks and tradenames which the Company
believes to be important to its business. However, except for the IKON Office
Solutions name, IKON is not dependent upon any single name, trademark or
tradename. Nikon Camera has sued the Company alleging that its use of the IKON
Office Solutions name infringes upon Nikon's proprietary rights. The Company
believes that the Nikon lawsuit is without merit and is vigorously defending.
ENVIRONMENTAL REGULATION
IKON is engaged in distribution and services businesses which do not generate
significant hazardous wastes. Some of IKON's distribution facilities have tanks
for storage of diesel fuel and other petroleum products which are subject to
laws regulating such storage tanks. Federal, state and local provisions
relating to the protection of the environment have not had and are not expected
to have a material adverse effect upon the Company's capital expenditures,
liquidity, earnings or competitive position. Certain environmental claims,
however, are now pending against the Company for manufacturing or landfill
sites relating to predivestiture activities of discontinued manufacturing
operations. While it is not possible to estimate what expenditures may be
required in order for the Company to comply with environmental laws or
discharge environmental liabilities in the future, the Company does not believe
that such expenditures will have a material adverse effect on it or its
operations as a whole.
EMPLOYEES
At September 30, 1996, IKON had approximately 31,300 employees. IKON believes
its relations with its employees are good.
FOREIGN OPERATIONS
IKON has operations in Canada, Europe (primarily in the United Kingdom) and
Mexico.
Information concerning revenues, income before taxes and identifiable assets
of the Company's foreign continuing operations for each of the three years in
the period ended September 30, 1996 set forth in note 10 to the consolidated
financial statements (included on page 36 of Alco's 1996 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.
DISCONTINUED OPERATIONS
UNISOURCE
Unisource, which Alco will spin off to shareholders on December 31, 1996, is
the largest marketer and distributor of quality paper products in North
America, and is also a leading North American distributor of paper and plastic
shipping and foodservice supplies, sanitary maintenance supplies and equipment
and packaging supplies and equipment.
Unisource distributes these products through two businesses: a Printing and
Imaging business which markets and distributes quality papers to printers,
publishers and corporate imaging customers; and a Supply Systems business,
which distributes a wide range of paper and plastic products, sanitary
maintenance supplies and equipment and packaging equipment and supplies,
principally to manufacturers, food processors and grocery stores.
Unisource's Printing and Imaging suppliers include all of the major North
American paper producers, and its Supply Systems suppliers include 31 core
suppliers. Supplier relationships are good, and there has been no
4
difficulty obtaining products from suppliers. Unisource has a large number of
customers, the loss of any one or more of which would not have a material
adverse effect on Unisource's business taken as a whole.
In fiscal 1996, Unisource generated approximately $7 billion in revenues and
$184 million in operating income, excluding a $50 million restructuring
charge, with its Printing and Imaging business accounting for approximately
68% of total revenues and the Supply Systems business accounting for
approximately 32% of total revenues.
Unisource is engaged in distribution businesses which do not generate
significant hazardous wastes. Some of Unisource's distribution facilities have
tanks for storage of diesel fuel and other petroleum products which are
subject to laws regulating such storage tanks. Federal, state and local
provisions relating to the protection of the environment or the discharge of
hazardous materials have not had, and are not expected to have, a material
adverse effect on Unisource's capital expenditures, liquidity, earnings or
competitive position.
Unisource has a number of trademarks and tradenames, which Unisource
believes to be important to its business. However, except for the Unisource
trademark, Unisource is not dependent upon any single trademark or tradename,
or group of trademarks or tradenames.
At September 30, 1996, Unisource had approximately 11,800 employees, of whom
approximately 10% are unionized. Unisource believes its relations with its
employees and unions are good.
ITEM 2. PROPERTIES.
At September 30, 1996, IKON owned or leased facilities in 49 states, seven
Canadian provinces, in Europe and in Mexico. These properties occupy a total
of approximately 7.4 million square feet of which approximately 231,000 square
feet are owned and the balance are leased under lease agreements with various
expiration dates.
At September 30, 1996, Unisource had approximately 190 facilities in the
United States, Canada and Mexico. Unisource's leased facilities comprised
approximately 12 million square feet of space and owned facilities comprised
approximately 6 million square feet of space.
Both IKON and Unisource believe that their facilities are suitable and
adequate for the purposes for which they are used.
ITEM 3. LEGAL PROCEEDINGS.
A number of ordinary course legal proceedings are pending against the
Company and its subsidiaries (including IKON and Unisource). Except for the
outcome of the Nikon suit, the outcome of legal proceedings is not expected to
have an adverse effect on IKON or its operations as a whole. Similarly, with
respect to legal proceedings pending against Unisource, such proceedings are
not expected to have an adverse effect on Unisource or its operations as a
whole.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(No response to this item is required.)
----------------
5
EXECUTIVE OFFICERS OF ALCO
The following is a list of the Company's executive officers, their ages and
their positions for the last five years. Unless otherwise indicated, positions
shown are with Alco or its subsidiaries.
----------------
NAME AGE POSITION (AND YEAR ELECTED OR YEARS SERVED)
---- --- -------------------------------------------
John E. Stuart.......... 52 Chairman (1995), Chief Executive Officer (1993), President
(1993-1996), and a director (1993); Vice President (1989-
1993) and Group President--Alco Office Products (1985-1993)
William F. Drake, Jr. .. 64 General Counsel (1996), Vice Chairman (1984-1996), and a
director (1969); Of Counsel (1996), Partner (1984-1996),
Montgomery, McCracken, Walker & Rhoads
Kurt E. Dinkelacker..... 43 Group President--IKON Office Solutions (formerly Alco
Office Products) (1995) Executive Vice President (1993),
and a director (1996); Chief Financial Officer (1993-
1995); Executive Vice President--Finance, Alco Office
Products (1989-1993); Group Controller, Alco Office
Products (1987-1989)
James J. Forese......... 60 Executive Vice President and President of International
Operations (1996), and a director (1994); Chief Operating
Officer (1996-1996); General Manager, IBM Customer
Financing, and Chairman, IBM Credit Corporation (1993-
1996); IBM Vice President, Finance (1990-1993); IBM Vice
President and Group Executive (1988-1990)
Hugh G. Moulton......... 63 Executive Vice President (1992); General Counsel (1979-
1994); Senior Vice President--Administration (1983-1992)
Robert M. Kearns, II.... 44 Senior Vice President and Chief Financial Officer (1996);
Vice President--Finance, IKON Office Solutions (1993-
1996); Vice President--Finance, Copyrite (an IKON dealer
acquired by Alco in 1989) (1983-1990)
David M. Gadra.......... 48 Senior Vice President and Chief Information Officer (1996)
Manager, General Electric Corporation Corporate
Information Services (1992-1996); Vice President,
Information Services, General Electric Corporation--
Budapest (1990-1992)
Elisabeth H. Barrett.... 51 Vice President--Administrative Services (1995); Director--
Administrative Services (1994-1995); Director--Corporate
MIS/HR (1992-1993)
O. Gordon Brewer, Jr. .. 60 Vice President--Finance (1986)
Kathleen M. Burns....... 44 Vice President (1994) and Treasurer (1989); Assistant
Treasurer (1987-1989)
Stephen K. Deay......... 49 Vice President--Tax (1993); Director--Taxes (1989-1993)
Michael J. Dillon....... 43 Vice President (1994) and Controller (1993); Group
Controller, Alco Office Products (1991-1993); Associate
Audit Director (1991); Senior Audit Manager (1987-1991)
Karin M. Kinney......... 36 Corporate Secretary (1996) and Corporate Counsel (1992);
Counsel (1990-1992)
On December 31, 1996, Hugh G. Moulton, Kathleen M. Burns and Stephen K. Deay
will resign their positions as executive officers of the Company and will
continue in executive officer positions with Unisource, which will become a
separate public company effective January 1, 1997. James J. Forese will
continue in his current role as an executive officer of the Company, but will
resign from the Company's Board of Directors in order to accept his nomination
to the Board of Directors of Unisource. For more information concerning
Unisource's business and management, reference is made to Unisource's Form 10
Registration Statement (effective November 26, 1996), and the Information
Statement contained therein.
6
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 the Company's
common stock is traded (ticker symbol ASN). Alco's common stock is also traded
on the Philadelphia and Chicago Stock Exchanges. At Alco's annual
shareholders' meeting to be held on January 23, 1997, the Company's
shareholders are being asked to approve the Company's name change from Alco
Standard Corporation to IKON Office Solutions, Inc. After the name change has
been approved, the Company will trade under the ticker symbol IKN.
The New York Stock Exchange is also the principal market on which Unisource
common stock is expected to trade. Unisource's common stock has been listed on
the New York, Philadelphia and Chicago Stock Exchanges under the ticker symbol
UWW.
As of December 26, 1996, there were approximately 15,076 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 Financial
Summary" on page 42 of the 1996 Annual Report is incorporated herein by
reference.
IKON anticipates that it will pay a quarterly dividend of $.04 per common
share in March 1997 and Unisource anticipates that it will pay a quarterly
dividend of $.20 per common share on approximately the same date. Both IKON
and Unisource currently expect to continue their policies 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 1992
through 1996 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
1996 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 38 and 39 of the
1996 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 22 through 37 and the information appearing
under "Quarterly Financial Summary" for fiscal 1996 and 1995 on page 42 of the
1996 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)
----------------
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 23, 1997 annual meeting of
shareholders (the "1997 Proxy Statement") is incorporated herein by reference.
Information regarding executive officers is set forth in Part I of this report
and additional information regarding executive officers appearing under
"Executive Compensation" in the 1997 Proxy Statement is incorporated herein by
reference.
7
ITEM 11. EXECUTIVE COMPENSATION.
Information appearing under "Executive Compensation" in the 1997 Proxy
Statement is incorporated herein by reference.
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 1997 Proxy Statement is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information appearing under "Certain Transactions" in the 1997 Proxy
Statement is incorporated herein by reference.
----------------
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 ("Alco"), filed as Exhibit 3.1 to Alco's Form 10-Q for
the quarter ended March 31, 1996, are incorporated herein by
reference.
3.2 Code of Regulations of Alco, as amended on January 25, 1996, filed
as Exhibit 3.2 to Alco's Form 10-Q for the quarter ended March 31,
1996, is incorporated herein by reference.
4.1 Credit Agreement, dated December 16, 1996, among Alco and various
institutional lenders, with CoreStates Bank, N.A., as Agent.
4.2 Note Purchase Agreement between Alco and various purchasers dated
July 15, 1995 for $55 million in 7.15% Notes due November 15, 2005,
filed as Exhibit 4.9 to Alco's 1995 Form 10-K, is incorporated
herein by reference.
4.3 Credit Agreement dated as of October 13, 1995 among Alco Office
Systems Canada, Inc., Deutsche Bank Canada, Chemical Bank of Canada
and Royal Bank of Canada, filed as Exhibit 4.5 to Alco's 1995 Form
10-K, is incorporated herein by reference.
4.4 Note Purchase Agreement, dated as of June 15, 1986 between Alco 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.
4.5 Pursuant to Regulation S-K item 601(b)(iii), Alco agrees to furnish
to the Commission, upon request, a copy of other instruments
defining the rights of holders of long-term debt of Alco and its
subsidiaries.
10.1 Distribution Agreement between Alco and Unisource dated as of
November 20, 1996, filed as Exhibit 2.1 to Unisource's Registration
Statement on Form 10 (effective November 26, 1996), is incorporated
herein by reference.
10.2 Tax Sharing and Indemnification Agreement between Alco and Unisource
dated as of November 20, 1996, filed as Exhibit 10.1 to Unisource's
Registration Statement on Form 10 (effective November 26, 1996), is
incorporated herein by reference.
10.3 Benefits Agreement between Alco and Unisource dated as of November
20, 1996, filed as Exhibit 10.5 to Unisource's Registration
Statement on Form 10 (effective November 26, 1996), is incorporated
herein by reference.
8
10.4 Support Agreement dated as of October 22, 1996 between Alco and
IKON Capital, Inc. (Alco's leasing subsidiary), filed as Exhibit
10.4 to IKON Capital, Inc.'s Form 8-K dated October 22, 1996, is
incorporated herein by reference.
10.5 Receivables Transfer Agreement dated as of September 30, 1996 among
IKON Funding, Inc., IKON Capital, Inc., Old Line Funding Corp. and
Royal Bank of Canada.
10.6 Transfer Agreement dated as of September 30, 1996 between IKON
Capital, Inc. and IKON Funding, Inc.
10.7 Indenture, dated as of December 11, 1995 between Alco and First
Union Bank, N.A., as Trustee, filed as Exhibit 4 to Alco's
Registration Statement No. 33-64177, is incorporated herein by
reference.
10.8 Indenture dated as of July 1, 1995 between IKON Capital, Inc. and
Chase Manhattan Bank, N.A. (formerly Chemical Bank, N.A.), as
Trustee.
10.9 Distribution Agreement dated as of June 30, 1995 between IKON
Capital, Inc. and various distribution agents, filed as Exhibit
10.21 to Alco's 1995 Form 10-K, is incorporated herein by
reference.
10.10 Receivables Transfer Agreement dated as of September 23, 1994 Among
IKON Capital, Inc., Twin Towers, Inc. and Deutsche Bank AG, New
York Branch, portions of which contain confidential material, filed
as Exhibit 10.20 to Alco's 1994 10-K/A filed on March 17, 1995, is
incorporated herein by reference. First Amendment dated as
September 15, 1995 and Second Amendment dated as of March 15, 1996
to Receivables Transfer Agreement, filed as Exhibit 10.20 to Alco's
Report on Form 10-Q for the quarter ended March 31, 1996, are
incorporated herein by reference.
10.11 Indenture dated as of July 1, 1994 between IKON Capital, Inc. and
NationsBank, N.A., as Trustee, filed as Exhibit 4 to IKON Capital,
Inc.'s Registration Statement No. 33-53779, is incorporated herein
by reference.
10.12 Distribution Agreement dated July 1, 1994, filed as Exhibit 1 to
IKON Capital Inc.'s Form 10-Q for the quarter ended June 30, 1994,
is incorporated herein by reference.
10.13 Maintenance Agreement, dated as of August 15, 1991 between Alco and
IKON Capital, Inc., filed as Exhibit 10.2 to IKON Capital, Inc.'s
Registration Statement on Form 10 dated May 4, 1994, is
incorporated herein by reference.
10.14 Operating Agreement, dated as of August 15, 1991 between Alco and
IKON Capital, Inc., filed as Exhibit 10.3 to IKON Capital, Inc.'s
Registration Statement on Form 10 dated May 4, 1994, is
incorporated herein by reference.
10.15 Rights Agreement dated as of February 10, 1988 between Alco 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.
10.16 Indenture, dated as of April 1, 1986 between Alco and the Chase
Manhattan Bank, N.A., as Trustee, filed as Exhibit 4.1 to Alco's
Registration Statement No. 30-4829, is incorporated herein by
reference.
10.17 Alco Standard Corporation Amended and Restated Long Term Incentive
Compensation Plan, filed as Exhibit 10.1 to Alco's Form 10-Q for
the quarter ended March 31, 1996, is incorporated herein by
reference.**
10.18 Alco Standard Corporation Annual Bonus Plan, filed as Exhibit 10.3
to Alco's 1994 10-K, is incorporated herein by reference.**
10.19 Alco Standard Corporation Partners' Stock Purchase Plan, filed as
Exhibit 10.4 to Alco's Form 10-Q for the quarter ended March 31,
1996, is incorporated herein by reference.**
10.20 Alco Standard Corporation 1986 Stock Option Plan, filed as Exhibit
10.6 to Alco's 1995 Form 10-K, is incorporated herein by
reference.**
9
10.21 Alco Standard Corporation 1995 Stock Option Plan, filed as Exhibit
10.5 to Alco's Form 10-Q for the quarter ended March 31, 1996, is
incorporated herein by reference.**
10.22 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.**
10.23 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.**
10.24 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.**
10.25 Alco Standard Corporation 1980 Deferred Compensation Plan, filed as
Exhibit 10.7 to Alco's 1992 Form 10-K, is incorporated herein by
reference.**
10.26 Alco Standard Corporation 1985 Deferred Compensation Plan, filed as
Exhibit 10.8 to Alco's 1992 Form 10-K, is incorporated herein by
reference.**
10.27 Alco Standard Corporation 1991 Deferred Compensation Plan, filed as
Exhibit 10.9 to Alco's 1992 Form 10-K, is incorporated herein by
reference.**
10.28 Alco Standard Corporation 1994 Deferred Compensation Plan.**
10.29 Alco Standard Corporation Executive Deferred Compensation Plan.**
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's Annual Report to Shareholders for the
fiscal year ended September 30, 1996 (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.
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 August 2, 1996, Alco filed a Current Report on Form 8-K to describe under
Item 5 the long-term growth goals of IKON and Unisource as presented at an
investors' conference and to describe the capitalization and anticipated
dividend policies of IKON and Unisource after the Unisource spin-off.
On November 12, 1996, Alco filed a Current Report on Form 8-K to file under
Item 5 the 1996 Support Agreement between Alco and IKON Capital, Inc. and to
report that Alco had declared a special dividend consisting of 100% of the
common stock of Unisource Worldwide, Inc., payable on December 31, 1996 to
shareholders of record of Alco common stock on December 13, 1996.
(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 page S-1 of this
report.
10
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 1996 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, 1996, September 30, 1995 and
September 30, 1994
Consolidated Balance Sheets
--September 30, 1996 and September 30, 1995
Consolidated Statements of Cash Flows
--Fiscal years ended September 30, 1996, September 30, 1995 and
September 30, 1994
Consolidated Statements of Changes in Shareholders' Equity
--Fiscal years ended September 30, 1996, September 30, 1995 and
September 30, 1994
Notes to Consolidated Financial Statements
FINANCIAL STATEMENT SCHEDULES: The following consolidated financial
statement schedule of Alco Standard Corporation and its subsidiaries is
submitted in response to Item 14(d):
Schedule II--Valuation and Qualifying Accounts.
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--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, 1996
- -----------------------------
Allowance for doubtful
accounts.................... $32,856,000 $18,296,000 $ 6,634,000(1) $22,478,000(2) $35,308,000
YEAR ENDED SEPTEMBER 30, 1995
- -----------------------------
Allowance for doubtful
accounts.................... $13,494,000 $ 8,940,000 $17,062,000(1) $ 6,640,000(2) $32,856,000
YEAR ENDED SEPTEMBER 30, 1994
- -----------------------------
Allowance for doubtful
accounts.................... $11,848,000 $ 6,813,000 $ 604,000(1) $5,771,000(2) $13,494,000
- --------
(1) Represents beginning balances of acquired companies.
(2) Accounts written off during year, net of recoveries.
S-1
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES ACT OF
1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT ON FORM 10-K FOR THE FISCAL
YEAR ENDED SEPTEMBER 30, 1996 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED.
Alco Standard Corporation
Date: December 30, 1996
By /s/ Michael J. Dillon
------------------------------------
(MICHAEL J. DILLON) VICE
PRESIDENT AND CONTROLLER
(PRINCIPAL ACCOUNTING OFFICER)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT ON FORM 10-K HAS BEEN SIGNED BELOW ON DECEMBER 30, 1996 BY THE FOLLOWING
PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES INDICATED.
SIGNATURES TITLE
---------- -----
*John E. Stuart Chairman and Chief Executive
- ------------------------------------ Officer (Principal Executive
(JOHN E. STUART) Officer)
/s/ Kurt E. Dinkelacker President, Chief Operating Officer
- ------------------------------------ and a Director
(KURT E. DINKELACKER)
*Robert M. Kearns Senior Vice President and Chief
- ------------------------------------ Financial Officer (Principal
(ROBERT M. KEARNS) Financial Officer)
/s/ Michael J. Dillon Vice President and Controller
- ------------------------------------ (Principal Accounting Officer)
(MICHAEL J. DILLON)
*James R. Birle Director
- ------------------------------------
(JAMES R. BIRLE)
*Paul J. Darling Director
- ------------------------------------
(PAUL J. DARLING)
*William F. Drake, Jr. Vice Chairman, General Counsel and
- ------------------------------------ a Director
(WILLIAM F. DRAKE, JR.)
*James J. Forese Executive Vice President and a
- ------------------------------------ Director
(JAMES J. FORESE)
*Frederick S. Hammer Director
- ------------------------------------
(FREDERICK S. HAMMER)
*Barbara Barnes Hauptfuhrer Director
- ------------------------------------
(BARBARA BARNES HAUPTFUHRER)
*Richard A. Jalkut Director
- ------------------------------------
(RICHARD A. JALKUT)
*Dana G. Mead Director
- ------------------------------------
(DANA G. MEAD)
SIGNATURES TITLE
---------- -----
*Ray B. Mundt Director
- -------------------------------------
(RAY B. MUNDT)
*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, Michael J. Dillon, 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/ Michael J. Dillon December 30, 1996
- -------------------------------------
(MICHAEL J. DILLON)
EXHIBIT INDEX
EXHIBIT PAGE
NO. NO.
------- ----
3.1 Amended and Restated Articles of Incorporation of Alco Standard
Corporation ("Alco"), filed as Exhibit 3.1 to Alco's Form 10-Q
for the quarter ended March 31, 1996, are incorporated herein
by reference...................................................
3.2 Code of Regulations of Alco, as amended on January 25, 1996,
filed as Exhibit 3.2 to Alco's Form 10-Q for the quarter ended
March 31, 1996, is incorporated herein by reference............
4.1 Credit Agreement, dated December 16, 1996, among Alco and
various institutional lenders, with CoreStates Bank, N.A., as
Agent..........................................................
4.2 Note Purchase Agreement between Alco and various purchasers
dated July 15, 1995 for $55 million in 7.15% Notes due November
15, 2005, filed as Exhibit 4.9 to Alco's 1995 Form 10-K, is
incorporated herein by reference...............................
4.3 Credit Agreement dated as of October 13, 1995 among Alco Office
Systems Canada, Inc., Deutsche Bank Canada, Chemical Bank of
Canada and Royal Bank of Canada, filed as Exhibit 4.5 to Alco's
1995 Form 10-K, is incorporated herein by reference............
4.4 Note Purchase Agreement, dated as of June 15, 1986 between Alco
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...............................
4.5 Pursuant to Regulation S-K item 601(b)(iii), Alco agrees to
furnish to the Commission, upon request, a copy of other
instruments defining the rights of holders of long-term debt of
Alco and its subsidiaries......................................
10.1 Distribution Agreement between Alco and Unisource dated as of
November 20, 1996, filed as Exhibit 2.1 to Unisource's
Registration Statement on Form 10 (effective November 26,
1996), is incorporated herein by reference.....................
10.2 Tax Sharing and Indemnification Agreement between Alco and
Unisource dated as of November 20, 1996, filed as Exhibit 10.1
to Unisource's Registration Statement on Form 10 (effective
November 26, 1996), is incorporated herein by reference........
10.3 Benefits Agreement between Alco and Unisource dated as of
November 20, 1996, filed as Exhibit 10.5 to Unisource's
Registration Statement on Form 10 (effective November 26,
1996), is incorporated herein by reference.....................
10.4 Support Agreement dated as of October 22, 1996 between Alco and
IKON Capital, Inc. (Alco's leasing subsidiary), filed as
Exhibit 10.4 to IKON Capital, Inc.'s Form 8-K dated October 22,
1996, is incorporated herein by reference......................
10.5 Receivables Transfer Agreement dated as of September 30, 1996
among IKON Funding, Inc., IKON Capital, Inc., Old Line Funding
Corp. and Royal Bank of Canada.................................
10.6 Transfer Agreement dated as of September 30, 1996 between IKON
Capital, Inc. and IKON Funding, Inc. ..........................
10.7 Indenture, dated as of December 11, 1995 between Alco and First
Union Bank, N.A. (formerly First Fidelity Bank), as Trustee,
filed as Exhibit 4 to Alco's Registration Statement No. 33-
64177, is incorporated herein by reference.....................
10.8 Indenture dated as of July 1, 1995 between IKON Capital, Inc.
and Chase Manhattan Bank, N.A. (formerly Chemical Bank, N.A.),
as Trustee, filed as Exhibit 10.23 to Alco's 1995 Form 10-K, is
incorporated herein by reference...............................
10.9 Distribution Agreement dated as of June 30, 1995 between IKON
Capital, Inc. and various distribution agents, filed as Exhibit
10.21 to Alco's 1995 Form 10-K, is incorporated herein by
reference......................................................
EXHIBIT PAGE
NO. NO.
------- ----
10.10 Receivables Transfer Agreement dated as of September 23, 1994
Among IKON Capital, Inc., Twin Towers, Inc. and Deutsche Bank
AG, New York Branch, portions of which contain confidential
material, filed as Exhibit 10.20 to Alco's 1994 Form 10-K/A
filed on March 17, 1995, is incorporated herein by reference.
First Amendment dated as September 15, 1995 and Second
Amendment dated as of March 15, 1996 to Receivables Transfer
Agreement, filed as Exhibit 10.20 to Alco's Form 10-Q for the
quarter ended March 31, 1996, are incorporated herein by
reference......................................................
10.11 Indenture dated as of July 1, 1994 between IKON Capital, Inc.
and The Bank of New York (formerly NationsBank, N.A.), as
Trustee, filed as Exhibit 4 to IKON Capital, Inc.'s
Registration Statement No. 33-53779, is incorporated herein by
reference......................................................
10.12 Distribution Agreement dated July 1, 1994, filed as Exhibit 1
to IKON Capital, Inc.'s Form 10-Q for the quarter ended June
30, 1994, is incorporated herein by reference..................
10.13 Maintenance Agreement, dated as of August 15, 1991 between Alco
and IKON Capital, Inc., filed as Exhibit 10.2 to IKON Capital,
Inc.'s Registration Statement on Form 10 dated May 4, 1994, is
incorporated herein by reference...............................
10.14 Operating Agreement, dated as of August 15, 1991 between Alco
and IKON Capital, Inc., filed as Exhibit 10.3 to IKON Capital,
Inc.'s Registration Statement on Form 10 dated May 4, 1994, is
incorporated herein by reference...............................
10.15 Rights Agreement dated as of February 10, 1988 between Alco 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............................................
10.16 Indenture, dated as of April 1, 1986 between Alco and the Chase
Manhattan Bank, N.A., as Trustee, filed as Exhibit 4.1 to
Alco's Registration Statement No. 30-4829, is incorporated
herein by reference............................................
10.17 Alco Standard Corporation Amended and Restated Long Term
Incentive Compensation Plan, filed as Exhibit 10.1 to Alco's
Form 10-Q for the quarter ended March 31, 1996, is incorporated
herein by reference............................................
10.18 Alco Standard Corporation Annual Bonus Plan, filed as Exhibit
10.3 to Alco's 1994 Form 10-K, is incorporated herein by
reference......................................................
10.19 Alco Standard Corporation Partners' Stock Purchase Plan, filed
as Exhibit 10.4 to Alco's Form 10-Q for the quarter ended March
31, 1996, is incorporated herein by reference..................
10.20 Alco Standard Corporation 1986 Stock Option Plan, filed as
Exhibit 10.6 to Alco's 1995 Form 10-K, is incorporated herein
by reference...................................................
10.21 Alco Standard Corporation 1995 Stock Option Plan, filed as
Exhibit 10.5 to Alco's Form 10-Q for the quarter ended March
31, 1996, is incorporated herein by reference..................
10.22 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............................................
10.23 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............................................
10.24 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...............................
10.25 Alco Standard Corporation 1980 Deferred Compensation Plan,
filed as Exhibit 10.7 to Alco's 1992 Form 10-K, is incorporated
herein by reference............................................
10.26 Alco Standard Corporation 1985 Deferred Compensation Plan,
filed as Exhibit 10.8 to Alco's 1992 Form 10-K, is incorporated
herein by reference............................................
10.27 Alco Standard Corporation 1991 Deferred Compensation Plan,
filed as Exhibit 10.9 to Alco's 1992 Form 10-K, is incorporated
herein by reference............................................
10.28 Alco Standard Corporation 1994 Deferred Compensation Plan......
10.29 Alco Standard Corporation Executive Deferred Compensation Plan.
11 Statement re: Computation of earnings per share................
EXHIBIT PAGE
NO. NO.
------- ----
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's Annual Report to Shareholders for
the fiscal year ended September 30, 1996 (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............................................
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.