SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 14, 2001
IOS CAPITAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-27141 23-2493042
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1738 Bass Road, Macon, GA 31210
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(Address of principal executive offices) (zip code)
(478) 471-2300
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits:
Pursuant to its Registration Statement on Form S-3 (File No. 333-27141)
IOS Capital, Inc. will issue $250,000,000 in aggregate principal amount of its
9.750% Notes due 2004 (the "Notes"), on June 15, 2001. The following Exhibits
are being filed to satisfy an undertaking to file copies of certain agreements
executed in connection with the issuance of the Notes:
1.2 Underwriting Agreement, dated June 12, 2001, among the Issuer and
Lehman Brothers Inc., as the Underwriters.
4.3 Second Supplemental Indenture, dated as of June 12, 2001, among the
Issuer and The Chase Manhattan Bank, as Trustee.
23.3 Consent of PricewaterhouseCoopers LLP.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
IOS Capital, Inc.
By: /s/ J.F. Quinn
Name: J.F. Quinn
Title: Treasurer
Dated: June 15, 2001
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EXHIBIT INDEX
Exhibit No. Description
1 Form of Distribution Agreement. *
1.2 Underwriting Agreement, dated June 12, 2001, among the Issuer and
Lehman Brothers Inc., as the Underwriters.
4.1 Indenture between the Registrant and The Chase Manhattan Bank
(formerly Chemical Bank), as Trustee. **
4.2 Form of First Supplemental Indenture between the Registrant and
The Chase Manhattan Bank, as Trustee. *
4.3 Second Supplemental Indenture, dated as of June 12, 2001, among
the Issuer and The Chase Manhattan Bank, as Trustee.
5 Opinion of William F. Drake, Jr., General Counsel of IKON Office
Solutions, Inc., as to legality of the Debt Securities being
registered. *
12.1 IKON Capital, Inc. Statement Setting Forth Computation of Ratio
of Earnings to Fixed Charges. *
12.2 IKON Office Solutions, Inc. and Subsidiaries Statement Setting
Forth Computation of Ratio of Earnings to Fixed Charges. *
12.3 IKON Office Solutions, Inc. and Subsidiaries Statement Setting
Forth Computation of Ratio of Earnings to Fixed Charges
(Excluding Captive Finance Subsidiaries). *
23.1 Consent of William F. Drake, Jr., General Counsel of IKON Office
Solutions, Inc. (included in Exhibit 5). *
23.2 Consent of Ernst & Young LLP. *
23.3 Consent of PricewaterhouseCoopers LLP.
25 Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939 of The Chase Manhattan Bank. *
* Previously filed as Exhibits to the Company's Registration Statement on Form
S-3, file no 333-27141
** Previously filed as Exhibit 4 to the Company's Registration Statement on Form
S-3, file no 33-59227.