AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 25, 1997
Registration No. 333-_____
--------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION STATEMENT ON
FORM S-4
Under
The Securities Act of 1933
--------------------
UNISOURCE WORLDWIDE, INC.
Delaware 5111 13-5369500
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization) Classification Code Number)
825 Duportail Road
Wayne, Pennsylvania 19087-5589
(610) 296-4470
RAY B. MUNDT Copies to:
Chairman and Chief Executive Officer HOWARD L. SHECTER, ESQUIRE
Unisource Worldwide, Inc. Morgan, Lewis & Bockius LLP
825 Duportail Road 2000 One Logan Square
Wayne, Pennsylvania 19087-5589 Philadelphia, PA 19103-6993
(610) 296-4470 (215) 963-5442
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the Registration Statement becomes effective.
--------------------
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
--------------------
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED UNIT* PRICE REGISTRATION FEE
- -------------------------------------------------------------------------------------------------
Common stock $0.001 5,000,000 $14.375 $71,875,000 $21,780.30
par value per share
- -------------------------------------------------------------------------------------------------
* Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c).
** This Registration Statement also relates to an indeterminate number of
shares of Common Stock that may be issued to prevent dilution resulting from
stock splits, stock dividends or similar transactions in accordance with Rule
416.
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
UNISOURCE WORLDWIDE, INC.
Cross-Reference Sheet showing the location in the Prospectus of
information required to be included in the Prospectus pursuant to Item
501(b) of Regulation S-K.
Item Number and Caption Location in Prospectus
- ----------------------- ----------------------
A. Information about the Transaction
1. Forepart of Registration Statement and Facing Page of Form S-4; This Cross-Reference
Outside Front Cover Page of Prospectus Sheet;
Outside Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages of Available Information; The Company
Prospectus
3. Risk Factors, Ratio of Earnings to Fixed Outside Front Cover Page of Prospectus; The
Charges and Other Information Company; Risk Factors; Selected Financial
Information
4. Terms of the Transaction Outside Front Cover Page of Prospectus; Securities
Covered by this Prospectus; Plan of Distribution
5. Pro Forma Financial Information *
6. Material Contracts With the Company Being *
Acquired
7. Additional Information Required For Resales
Reoffering by Persons and Parties Deemed To
Be Underwriters
8. Interests of Named Experts and Counsel Experts; Legal Matters
9. Disclosure of Commission Position on *
Indemnification for Securities Act Liabilities
B. Information about the Registrant
10. Information with Respect to S-3 Registrants The Company
11. Incorporation of Certain Information by The Company; Documents Incorporated by Reference
reference
12. Information With Respect to S-2 or S-3 Documents Incorporated by Reference
Registrants
13. Incorporation of Certain Information by Documents Incorporated by Reference
Reference
14. Information With Respect to Registrants *
Other Than S-2 or S-3 Registrants
C. Information about the Company Being Acquired
15. Information With Respect to S-3 Companies *
16. Information With Respect to S-2 or S-3
Companies *
17. Information With Respect to Companies
Other Than S-2 or S-3 Companies *
i
Item Number and Caption Location in Prospectus
- ----------------------- ----------------------
D. Voting and Management Information
18. Information if Proxies, Consents or *
Authorization Are To Be Solicited
19. Information if Proxies, Consents or *
Authorizations Are Not To Be Solicited in or
in an Exchange Offer
_____________
* Not applicable.
ii
PROSPECTUS
5,000,000 SHARES
UNISOURCE WORLDWIDE, INC.
[LOGO]
COMMON STOCK
This Prospectus relates to the offer and sale from time to time by
Unisource Worldwide, Inc., a Delaware corporation ("Unisource" or the
"Company"), or its subsidiaries of 5,000,000 shares of Unisource's common
stock, par value $0.001 per share (the "Common Stock"), to be issued
directly or indirectly in exchange for shares of capital stock of other
companies, or in exchange for assets used in or related to the business of
such companies. See "Securities Covered by This Prospectus." Common Stock
offered hereby may generally be resold by the persons acquiring such shares
without further registration under the Securities Act of 1933, as amended
(the"Act"). For further information on resales, see "RESALES" in this
Prospectus.
The Common Stock is listed and traded on the New York, Philadelphia
and Chicago Stock Exchanges under the symbol "UWW."
_______________
THE COMMON STOCK OFFERED HEREBY INVOLVES CERTAIN RISKS. SEE "RISK
FACTORS" COMMENCING ON PAGE 4.
______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATIONS TO THE CONTRARY IS A CRIMINAL OFFENSE.
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY UNISOURCE. NEITHER THE PROSPECTUS
NOR ANY PROSPECTUS SUPPLEMENT CONSTITUTES AN OFFER TO SELL OR THE
SOLICITATION OF ANY OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN
ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN
SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN
THE FACTS SET FORTH OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT OR IN THE AFFAIRS OF UNISOURCE SINCE SUCH DATE.
The date of this Prospectus is April 25, 1997.
1
THE COMPANY
Unisource is the largest marketer and distributor of quality paper
products in North America. Unisource also is a leading North American
distributor of paper and plastic shipping and food service supplies,
sanitary maintenance supplies and equipment and packaging supplies and
equipment. Unisource has extensive distribution facilities located
throughout the United States, Canada and Mexico.
Unisource serves a broad customer base by marketing and distributing
products and equipment that are manufactured by third parties. The Company
distributes these products through its two principal businesses: a
business which markets and distributes quality papers to printers,
publishers and corporate imaging customers ("Printing and Imaging"); and a
business which distributes a wide range of paper and plastic shipping and
food service supplies, sanitary maintenance supplies and equipment and
packaging equipment and supplies, principally to manufacturers, food
processors and grocery stores (collectively, "Supply Systems").
For the fiscal year ended September 30, 1996 ("fiscal 1996"),
Unisource generated approximately $7 billion in revenues and $184 million
in operating income, excluding a $50 million restructuring charge. In
fiscal 1996, the Company's Printing and Imaging business accounted for
approximately 68% of total Company revenues and the Supply Systems business
accounted for approximately 32% of total Company revenues.
The address of Unisource's principal executive offices is 825
Duportail Road, Wayne, Pennsylvania 19087-5589.
AVAILABLE INFORMATION
Unisource is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "1934 Act") and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by Unisource with the Commission can
be inspected and copied at the offices of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20547 and at the
following Regional Offices of the Commission: Northeast Regional Office, 7
World Trade Center, New York, New York 10048; and Midwest Regional Office,
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60621. Copies of such material can also be obtained from the Public
Reference Section of the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Such
material can also be inspected at the New York, Philadelphia, and Chicago
Stock Exchanges on which Unisource's Common Stock is listed. THIS
PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON REQUEST
FROM MARTHA BUCKLEY, UNISOURCE INVESTOR RELATIONS DEPARTMENT, 825 DUPORTAIL
ROAD, WAYNE, PENNSYLVANIA 19087-5589, (610) 993-3609.
2
Unisource has filed with the Commission a Registration Statement on
Form S-4 (together with all amendments and exhibits thereto, the
"Registration Statement") under the Act with respect to the securities to
which this Prospectus relates. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations of the Commission.
For further information with respect to Unisource and such securities,
reference is made to the Registration Statement, which may be examined or
copied at the offices of the Commission. Statements contained in this
Prospectus as to the contents of any contract or any other document filed,
or incorporated by reference, as an exhibit to the Registration Statement,
are qualified in all respects by such reference.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference herein:
1) Unisource's registration statement on Form 10 dated November 26,
1996 under the 1934 Act (the "1934 Act Registration Statement");
2) Unisource's Current Report on Form 8-K, dated March 19, 1997;
3) Unisource's Current Report on Form 8-K, dated April 15, 1997;
4) Unisource's Quarterly Report on Form 10-Q for the period ended
December 31, 1996; and
5) Unisource's registration statement on Form 8-A, relating to
Unisource's preferred share purchase rights.
All documents filed by Unisource pursuant to Sections 13(a), 13(c),
14, or 15(d) of the 1934 Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Common Stock shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. This Prospectus does not
contain all information set forth in the Registration Statement and
exhibits thereto which Unisource has filed with the Commission and to which
reference is made hereby.
Unisource will provide without charge to each person, including any
beneficial owner to whom a copy of this Prospectus is delivered, on the
written or oral request of any such person, a copy of any or all of the
documents referred to above which have been incorporated in this Prospectus
by reference, other than exhibits to such documents (unless such exhibits
are specifically incorporated by reference in such documents). Requests
for such copies should be directed to: Martha Buckley, Unisource Investor
Relations Department, 825 Duportail Road, Wayne, Pennsylvania 19087-5589,
(610) 993-3609.
3
SECURITIES COVERED BY THIS PROSPECTUS
The shares of Common Stock covered by this Prospectus are available
for use in future acquisitions of other businesses or properties, which may
be similar or dissimilar to Unisource's present activities. The
consideration offered by Unisource in such acquisitions, in addition to the
shares of Common Stock offered hereby, may include cash, debt or other
securities (which may be convertible into shares of Common Stock covered by
this Prospectus), or assumption by Unisource of liabilities of the business
being acquired, or a combination thereof. It is contemplated that the
terms of acquisitions will be determined by negotiations between Unisource
and the owners and/or management of the business or properties to be
acquired, with Unisource taking into account the quality of management, the
past and potential earnings power and growth of the business or properties
to be acquired, and other relevant facts, and it is anticipated that shares
of Common Stock issued in acquisitions will be valued at a price reasonably
related to the market value of the Common Stock either at the time the
terms of the acquisition are tentatively agreed upon or at or about the
time or times of delivery of the shares.
RISK FACTORS
Prior to making an investment decision, prospective purchasers should
consider carefully, in addition to other information contained in the
Prospectus, the following risk factors.
COMPETITION
The Company's Printing and Imaging and Supply Systems businesses
operate within highly competitive markets. Unisource's Printing and
Imaging competitors consist of the distribution units of large paper
manufacturers (e.g., International Paper's ResourceNet, Mead Corporation's
Zellerbach and Champion International's Nationwide Paper) and independent
distributors. While Unisource is the largest distributor in this market,
certain Printing and Imaging competitors, principally the distribution
units of large paper manufacturers, may have greater total financial,
purchasing and/or sourcing power than Unisource. In the more fragmented
Supply Systems business, Unisource competes with a large number of local
and regional distributors, as well as larger companies, including
ResourceNet and Zellerbach. The Company believes that the principal
competitive factors in these markets include responsiveness to customer
needs, price, quality of customer service and the range of products
maintained in inventory. The Company is responding to such competitive
conditions by bundling products and services in order to meet all
customers' Printing and Imaging and Supply Systems needs and by using its
extensive distribution capabilities to attract national accounts which
provide consistent and profitable revenue streams.
4
QUARTERLY FLUCTUATIONS IN OPERATING RESULTS; SENSITIVITY TO PAPER PRICES
The Company has experienced fluctuations in revenues and net income
from quarter to quarter due to a combination of factors, including
volatility in pulp and paper prices (which may also affect demand for
Printing and Imaging products), the timing and magnitude of acquisitions
and the implementation of the Company's restructuring program. The
Printing and Imaging business, which accounted for $4.8 billion (68%) and
$666 million (59%) of the Company's revenues and gross profit,
respectively, during fiscal 1996, can be significantly impacted by
volatility in pulp and paper prices. In fiscal 1995, average prices for
Printing and Imaging products sold by the Company increased by more than
24% over average fiscal 1994 levels. By September 30, 1996, prices for
those same products declined by more than 16% compared to prices at fiscal
1995 year-end. For the three-year period ended September 30, 1996, paper
prices for uncoated cut size (copy) and coated papers (the two greatest
volume categories for the Company) ranged from $670 to $1,160 per ton and
$1,175 to $1,500 per ton, respectively. Volatility in pulp and paper prices
may alter purchasing patterns and cause customers to defer paper purchases
and/or deplete inventory levels until long-term price stability occurs. In
general, rising paper prices favorably impact the Company through the
generation of higher gross trading margins. This is particularly true when
market conditions allow the Company to quickly pass along increased
supplier costs to customers and maintain its gross trading margin
percentage. When such percentage is maintained over a higher revenue base
that is brought about by increased prices, results are favorably impacted.
With the exception of increased sales commission expense, which is based
upon gross trading margins, and is the only significant expense item that
varies directly with changing paper prices, increases in paper prices do
not carry a proportionate increase in operating expenses. Declining paper
prices negatively impact the Company even when Unisource maintains its
gross trading margin percentage and volumes because constant volumes and
trading margin percentages in a declining price environment will produce
lower revenues and gross trading margins, in absolute terms, and Unisource
also has certain fixed expenses which impact results regardless of changes
in paper prices. Although the Company does not produce paper products and
is not directly exposed to the production and raw materials risks
associated therewith, industry overcapacity and overproduction by paper
suppliers also could adversely affect the Company's revenues and net income
if such factors produce lower paper prices. In addition, while the Company
has been successful in ultimately passing on the effects of price
increases, there is sometimes a short lag from the time prices are
increased by producers until the Company is able to effectively pass along
such increased costs to its customers.
DELAY IN IMPLEMENTING INFORMATION TECHNOLOGY SYSTEM
The Company began an ambitious restructuring program in late fiscal
1993 and has made significant investments in the design, testing and
implementation of a new information technology system. The implementation
of the system, which was originally scheduled to begin in 1995, has been
delayed to allow for additional enhancements to the system and to better
prepare field operations for installation. Implementation is now expected
to be completed by the end of fiscal 1999. While information technology
systems currently in use are adequate to support the Company's current
operations, such systems will not enable the Company to achieve
5
its current business strategies to realize cost savings through streamlined
operating and financial functions, increase responsiveness to customers and
enhance distribution efficiency. Any significant further delay in
implementing this program or any significant difficulties in realizing the
anticipated benefits of such program would delay the Company's ability to
successfully implement its business strategies and could adversely impact
the Company's operations and future financial results and condition.
CERTAIN ANTITAKEOVER PROVISIONS
The Company's Certificate of Incorporation, By-laws and Stockholder
Rights Plan and the General Corporation Law of the State of Delaware may
have the effect, either alone or in combination with each other, of making
more difficult or discouraging a tender offer, change in control or
takeover attempt that is opposed by the Company's Board of Directors. See
"Description of Capital Stock - Unisource Common Stock; Delaware
Antitakeover Provisions," "--Preferred Stock," "--Certain Antitakeover
Provisions - Unisource Certificate and By-Laws" and "--Stockholder Rights
Plan." In addition, provisions in the Company's Tax Sharing Agreement with
Alco Standard Corporation could have the effect of discouraging or making
more expensive certain takeover proposals.
FORWARD-LOOKING INFORMATION
This Prospectus contains, and other materials filed or to be filed by
the Company with the Commission which are incorporated by reference herein,
as well as information included in oral statements or other written
statements made or to be made by the Company, contain or will contain or
include, disclosures which are forward-looking statements within the
meaning of Section 27A of the Act and Section 21E of the 1934Act. Such
forward-looking statements address, among other things, strategic
initiatives (including plans for transforming the Company's business
through new information technology systems, sales strategies, market growth
plans and acquisition and margin enhancement initiatives, capital
expenditure requirements and financing sources) and anticipated results of
operations. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations," "Business-Strategy," "--Acquisitions"
and "--Business Transformation and Information Technology System" in the
1934 Act Registration Statement. Such forward-looking information is based
upon management's current plans or expectations and is subject to a number
of uncertainties and risks that could significantly affect current plans,
anticipated actions and the Company's future financial condition and
results. These uncertainties and risks include, but are not limited to,
those relating to conducting operations in a competitive environment;
delays, difficulties and technological changes associated with a large-
scale systems transformation project; acquisition activities (including
uncertainties associated with projecting the use of Common Stock as
acquisition currency when there has been no historic trading market for
such stock and projecting future cash flows to finance cash-based
acquisitions); debt service requirements (including sensitivity to
fluctuation in interest rates); general economic conditions; and changes or
volatility in paper prices. As a consequence, current plans, anticipated
actions
6
and future financial condition and results may differ from those expressed
in any forward-looking statements made by or on behalf of the Company.
PLAN OF DISTRIBUTION
Shares of Common Stock will be offered in connection with Unisource's
or a subsidiary's acquisition of other businesses or properties from time
to time as described above. A maximum of 5,000,000 shares of Common Stock
may be sold pursuant to this Prospectus. These shares will ordinarily
represent consideration paid directly upon the acquisition of businesses or
properties. The shares may also include shares to be delivered upon the
exercise or satisfaction of conversion or purchase rights which are created
in connection with acquisitions or which were previously created or assumed
by the companies whose businesses or properties were acquired.
RESALES
Common Stock offered hereby may generally be resold by the persons
acquiring such shares without further registration under the Act, unless
such persons are "affiliates" or "underwriters" within the meaning of the
Act.
Any person receiving shares offered hereby who is an "affiliate" of
Unisource may be subject to certain limitations on resale. An "affiliate"
is a person who directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with the Company.
"Control," as used in the preceding sentence, means the direct or indirect
power to direct or cause the direction of the management and policies of
the Company through ownership of voting securities, contract or otherwise.
In the absence of a special relationship between Unisource and a person
who receives shares from Unisource in an acquisition transaction (such as
election of such person to Unisource's board of directors or ownership by
such person of a significant percentage of Unisource's outstanding Common
Stock), such a person generally would not be considered an "affiliate" of
Unisource within the meaning of the Act. Therefore, the limitations on
resale applicable to affiliates would not apply to such person.
Any person receiving shares offered hereby who is an "underwriter" of
Unisource may also be subject to certain limitations upon resale. An
"underwriter" includes a person who purchases Unisource shares with a view
to the distribution of such shares. Although an "underwriter" may
otherwise be subject to certain resale limitations, if such person complies
with the "safe harbor" provisions of rule 145(d), he or she may freely
resell shares so long as certain conditions are met. For example, a person
who receives shares of Common Stock from Unisource in a typical acquisition
transaction is deemed to be an "underwriter" as defined by the Act, but
such person is generally free to sell such shares at any time by complying
with rule 145(d), which requires that the amount of Common Stock which may
be sold by such person in any three-month period may not exceed the greater
of (i) 1% of the Common Stock outstanding as shown by the most recent
report or statement published by Unisource, or (ii) the average weekly
trading volume in Common Stock reported on the NYSE Composite tape during
the four calendar weeks preceding the order to sell. Such sales must also
be made in "brokers'
7
transactions," which are ordinary sales through a broker acting as agent
without special commission arrangements or selling efforts.
In order for affiliates or underwriters not protected by Rule 145(d)
to resell shares offered hereby, Unisource would have to agree 1) to
provide an opinion to the effect that an exemption applies to such resale,
2) to amend the Registration Statement of which this Prospectus is a part
to permit such resales, or 3) to file a new registration statement which
includes the shares proposed to be resold. Unless a written agreement
obligates Unisource to do so, there is no assurance that Unisource will
agree to provide such opinion, amendment or registration.
USE OF PROCEEDS
The Common Stock offered hereby will be issued directly or indirectly
in exchange for shares of capital stock of other companies, or in exchange
for assets used in or related to the business of such companies. The
proceeds of the sale of Common Stock offered hereby, to the extent such
proceeds consist of the assets of acquired businesses, will be added to the
assets of Unisource or a subsidiary. Cash proceeds, if any, representing
part of the assets of acquired businesses, will be added to the general
funds of Unisource or a subsidiary and may be used for general corporate
purposes, including capital expenditures and working capital requirements.
8
SELECTED FINANCIAL DATA
The following table summarizes certain selected historical financial
information of Unisource that has been derived from the audited financial
statements of Unisource for each of the five years in the period ended
September 30, 1996. The historical financial information may not be
indicative of Unisource's future performance as a stand-alone company. The
financial data for the three month periods ended December 31, 1995 and 1996
are derived from unaudited financial statements. The unaudited financial
statements include all adjustments, consisting of normal recurring
accruals, which Unisource considers necessary for a fair presentation of
the financial position and the results of operations for these periods.
Operating results for the three months ended December 31, 1996 are not
necessarily indicative of the results that may be expected for the entire
year ending September 30, 1997. The information set forth below should be
read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and Unisource's Consolidated Financial
Statements and notes thereto included in the 1934 Act Registration
Statement. Per share data has not been presented for any periods other than
December 31, 1996, because Unisource was a wholly-owned subsidiary of Alco
Standard Corporation during the periods presented and was recapitalized
prior to the year ended September 30, 1996.
Three Months Ended
Year Ended September 30, December 31,
- -------------------------------------------------------------------------------------- ------------------
(in millions except for Earnings 1992 1993 1994 1995 1996 1995 1996
per share) -------- --------- -------- -------- -------- -------- --------
Revenues....................... $3,667.9 $4,864.1 $5,756.5 $6,987.3 $7,022.8 $1,716.2 $1,728.5
Costs and expenses:
Cost of goods sold............. 3,079.5 4,077.1 4,825.7 5,925.2 5,896.2 1,446.7 1,428.4
Selling and administrative..... 475.7 661.0 782.3 855.8 942.1 219.3 255.0
Restructuring charge........... -- 175.0 -- -- 50.0 -- --
-------- -------- -------- -------- -------- -------- --------
3,555.2 4,913.1 5,608.0 6,781.0 6,888.3 1,666.0 1,683.4
-------- -------- -------- -------- -------- -------- --------
Income (loss) from operations... 112.7 (49.0) 148.5 206.3 134.5 50.2 45.1
Interest expense................ 20.0 23.8 26.2 33.6 31.5 6.9 10.4
-------- -------- -------- -------- -------- -------- --------
Income (loss) before income
taxes and cumulative effect of
accounting change.............. 92.7 (72.8) 122.3 172.7 103.0 43.3 34.7
Provision (benefit) for income
taxes.......................... 36.7 (7.7) 47.8 67.5 43.0 17.1 14.5
-------- -------- -------- -------- -------- -------- --------
Income (loss) before cumulative
effect of accounting change.... 56.0 (65.1) 74.5 105.2 60.0 26.2 20.2
Cumulative effect of
change in method of
accounting for income taxes.... -- -- 14.0 -- -- -- --
-------- -------- -------- -------- -------- -------- --------
Net income (loss)............... $ 56.0 $ (65.1) $ 88.5 $ 105.2 $ 60.0 $ 26.2 $ 20.2
======== ======== ======== ======== ======== ======== ========
Earnings per share.............. $ .30
========
Capital expenditures............ $ 20.2 $ 21.7 $ 33.9 $ 50.1 $ 35.8 $ 10.6 $ 7.7
Depreciation and
amortization.................. 20.6 28.7 32.5 33.4 40.0 8.8 11.7
Working capital................. 310.4 551.0 549.8 815.1 750.8 888.7 797.7
Total assets.................... 1,284.4 1,633.9 1,720.0 2,019.0 2,191.7 1,935.0 2,191.9
Long-term debt, including
current portion................ 30.5 29.5 26.8 25.5 21.9 50.6 599.6
Total stockholder's equity...... 372.5 280.3 353.5 415.9 935.5 443.0 952.3
9
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of Unisource consists of 250 million
shares of Unisource Common Stock, par value $0.001 per share, and 10
million shares of Preferred Stock, par value $0.001 per share (the
"Preferred Stock").
UNISOURCE COMMON STOCK; DELAWARE ANTITAKEOVER PROVISIONS
Holders of shares of Unisource Common Stock are entitled to one
vote per share on all matters to be voted upon by the stockholders and are
not entitled to cumulate votes for the election of directors. Subject to
preferences that may be applicable to any outstanding Preferred Stock,
holders of shares of Unisource Common Stock are entitled to receive ratably
such dividends, if any, as may be declared from time to time by the
Unisource Board of Directors out of funds legally available therefor. In
the event of liquidation, dissolution or winding up of Unisource, the
holders of shares of Unisource Common Stock are entitled to share ratably
in all assets remaining after payment of liabilities, subject to prior
distribution rights of Preferred Stock, if any, then outstanding. Holders
of Unisource Common Stock have no preemptive, conversion or other
subscription rights and there are no redemption or sinking fund provisions
applicable to the Unisource Common Stock.
Unisource is subject to the provisions of Section 203 of the
Delaware General Corporation Law ("DGCL"). Subject to certain exceptions,
Section 203 of the DGCL prohibits a publicly-held Delaware corporation from
engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the person
became an interested stockholder. Subject to certain exceptions, an
"interested stockholder" is a person who, together with affiliates and
associates, owns, or within three years did own, 15% or more of the
corporation's voting stock. A "business combination" includes a merger,
consolidation, sale or other disposition of assets having an aggregate
value in excess of 10% of either the aggregate market value of the
consolidated assets of the corporation or the aggregate market value of all
the outstanding stock of the corporation, and certain transactions that
would increase the interested stockholder's proportionate share ownership
in the corporation or which provide the interested stockholder with a
financial benefit. These restrictions do not apply where (i) the business
combination or the transaction in which the stockholder becomes interested
is approved by the corporation's board of directors prior to the date the
interested stockholder acquired its shares, (ii) the interested stockholder
acquired at least 85% of the outstanding voting stock of the corporation in
the transaction in which the stockholder became an interested stockholder
excluding, for determining the number of shares outstanding, shares owned
by persons who are directors as well as officers and by employee stock
plans in which participants do not have the right to determine
confidentially whether shares held subject to the plan will be tendered in
a tender or exchange offer, or (iii) the business combination is approved
by the board of directors and the affirmative vote of two-thirds of the
outstanding voting stock not owned by the interested stockholder at an
annual or special meeting. The business combinations provisions of Section
203 of the DGCL may have the effect of deterring merger proposals, tender
offers or other attempts to effect changes in control of the Company that
are not negotiated with and approved by the Board of Directors.
PREFERRED STOCK
10
The Amended and Restated Certificate of Incorporation of
Unisource (the "Unisource Certificate") provides that Unisource may issue
up to 10 million shares of Preferred Stock. The Unisource Board of
Directors has the authority to issue Preferred Stock in one or more series
and to fix the rights, preferences, privileges and restrictions, including
the dividend, conversion, voting, redemption (including sinking fund
provisions), and other rights, liquidation preferences, and the number of
shares constituting any series and the designations of such series, without
any further vote or action by the stockholders of Unisource. Because the
terms of the Preferred Stock may be fixed by the Unisource Board without
stockholder action, the Preferred Stock could be issued quickly with terms
calculated to defeat a proposed takeover of Unisource or to make the
removal of management of Unisource more difficult. Under certain
circumstances this could have the effect of decreasing the market price of
the Unisource Common Stock. The Company has authorized a class of series
Preferred Stock in connection with the authorization of its Stockholder
Rights Plan. See "-Stockholder Rights Plan."
CERTAIN ANTITAKEOVER PROVISIONS - UNISOURCE CERTIFICATE AND BY-LAWS
Certain provisions of the Unisource Certificate and By-laws may
have the effect, either alone or in combination with each other, of making
more difficult or discouraging a tender offer, takeover attempt or change
in control that is opposed by Unisource's Board of Directors but that a
stockholder might consider to be in its best interest. The Company
believes that such provisions are necessary to enable the Company to
develop its business in a manner that will foster its long-term growth
without disruption caused by the threat of a takeover not deemed by the
Board of Directors to be in the best interests of the Company and its
stockholders. These provisions are summarized in the following paragraphs.
Classified Board of Directors. The Unisource Certificate and By-
laws provide for the division of the Board into three classes of
directors, with the classes to be as nearly equal in number as possible.
The Certificate and By-laws provide that of the initial directors of the
Company, one-third will continue to serve until the Annual Meeting of
Stockholders next held after September 30, 1997, one-third will continue to
serve until the Annual Meeting of Stockholders next held after September
30, 1998, and one-third will continue to serve until the Annual Meeting of
Stockholders next held after September 30, 1999.
The classification of directors will have the effect of making it
more difficult for stockholders to change the composition of the Board of
Directors. At least two annual meetings of stockholders, instead of one,
will generally be required to effect a change in a majority of the Board of
Directors. Such a delay may help ensure that the Company's directors, if
confronted by a holder attempting to force a proxy contest, a tender or
exchange offer, or an extraordinary corporate transaction, would have
sufficient time to review the proposal as well as any available
alternatives to the proposal and to act in what they believe to be the best
interest of the stockholders. The classification provisions will apply to
every election of directors, however, regardless of whether a change in the
composition of the Board would be beneficial to the Company and its
stockholders and whether or not a majority of the Company's stockholders
believe that such a change would be desirable.
The classification provisions could also have the effect of
discouraging a third party from initiating a proxy contest, making a tender
offer or otherwise attempting to obtain control of the Company, even though
such an attempt might be beneficial to the Company and its stockholders.
The classification of
11
the Board could thus increase the likelihood that incumbent directors will
retain their positions. In addition, because the classification provisions
may discourage accumulations of large blocks of the Company's stock by
purchasers whose objective is to take control of the Company and remove a
majority of the Board, the classification of the Board could tend to reduce
the likelihood of fluctuations in the market price of the Company Common
Stock that might result from accumulations of large blocks for such a
purpose. Accordingly, stockholders could be deprived of certain
opportunities to sell their shares of Company Common Stock at a higher
market price than might otherwise be the case.
Number of Directors; Removal of Directors; Vacancies. The By-
laws provide that the number of directors of Unisource shall be a number
between six and seventeen which shall be fixed by resolution adopted by
either (i) a majority of the entire Board of Directors or (ii) the
affirmative vote of the holders of at least 66 2/3% of the voting power of
all of the shares of Unisource entitled to vote generally in the election
of directors voting together as a single class.
The Unisource Certificate and By-laws also provide that, subject
to the rights of holders of any Preferred Stock then outstanding and any
requirements of law, directors may be removed only for cause by the
affirmative vote of the holders of at least 66 2/3% of the outstanding
shares of Unisource then entitled to vote generally in the election of
directors, voting as a single voting group. Subject to the rights of
holders of any outstanding Preferred Stock issued by Unisource, vacancies
on the Board of Directors may be filled only by the Board of Directors, the
stockholders acting at an annual meeting or, if the vacancy is with respect
to a director elected by a voting group, by action of any other directors
elected by such voting group or such voting group.
Business Conducted at Meetings; Director Nominations. The By-
laws provide that in order to bring matters before the annual meetings of
stockholders, stockholders must give notice to the Company containing
certain information within 60 to 90 days prior to the anniversary date of
the previous year's annual meeting or, if the date of the annual meeting is
not within 30 days of the anniversary date of the previous year's annual
meeting, no later than the close of business on the tenth day following the
day on which notice of the date of such meeting was mailed or public
disclosure of the date of the meeting of stockholders was made, whichever
first occurs. In order to nominate candidates for directors of the
Company, stockholders must give notice to the Company containing certain
information within 60 to 90 days prior to the anniversary date of the
previous year's annual meeting or, if the date of an annual meeting is not
within 30 days of the anniversary of the previous year's annual meeting,
not earlier than 90 days prior to the annual meeting and not later than the
close of business on the tenth day following the day on which notice of the
date of such meeting was mailed or public disclosure of the date of the
meeting of stockholders was made, whichever first occurs.
Special Meeting of Stockholders. The DGCL provides that special
meetings of stockholders may be called by the Board of Directors of
Unisource or any person authorized by the Unisource Certificate or By-laws
to call a special meeting. The By-laws provide that special meetings may
be called by the Board of Directors or any person authorized by the Board
of Directors to call a special meeting.
No Stockholder Action by Written Consent; Stockholder Action at
Meetings. The Unisource Certificate and By-Laws provide that stockholder
action can be taken only at an annual or special meeting of stockholders,
and prohibit stockholder action by written consent in lieu of a meeting.
12
Supermajority Voting. The Unisource Certificate requires the
approval of the holders of at least 66% of the voting power of all of the
shares entitled to vote to alter, amend, repeal or adopt any provision
inconsistent with or limiting the effect of provisions of certain
enumerated antitakeover provisions in the Unisource Certificate and By-
laws, including the anti-takeover provisions listed above. The Board of
Directors may amend, supplement or repeal the By-laws at any time, except
as limited by law.
STOCKHOLDER RIGHTS PLAN
The Company's Board of Directors has adopted a Stockholder Rights
Plan (the "Stockholder Rights Plan"). Initially, ownership of the rights
under the Stockholder Rights Plan (the "Rights") will be evidenced by
Common Stock certificates representing shares then outstanding and, except
as described below, no separate Rights certificates will be distributed and
Rights will attach to and trade with Unisource Common Stock.
Rights Distribution Date. The Rights will separate from the
Unisource Common Stock and a distribution date ("Rights Distribution Date")
will occur upon the earlier of (i) ten business days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired, or obtained the right to acquire,
beneficial ownership of 20% or more of the outstanding Unisource Common
Stock (the "Stock Acquisition Date"), or (ii) within ten business days (or
such later date as may be determined by the Board of Directors prior to
such time as any person or group of affiliated or associated persons
becomes an Acquiring Person) following the commencement of a tender offer
or exchange offer that would result in a person or group beneficially
owning 20% or more of the outstanding Common Stock (excluding Unisource and
its subsidiaries and benefit plans).
Exercise of Rights; Term of Plan. The Rights are not exercisable
until the Rights Distribution Date and will expire at the close of business
on November 8, 2006, unless earlier redeemed by the Company as described
below or unless certain transactions set forth in the Stockholder Rights
Plan have occurred.
Except in the circumstances described below, after the Rights
Distribution Date, each Right will be exercisable into one one-hundredth of
a Series A Preferred Share (a "Series A Preferred Share Fraction"). The
voting and dividend rights of the Series A Preferred Shares are subject to
adjustment in the event of dividends, subdivisions and combinations with
respect to the Unisource Common Stock. In lieu of issuing certificates for
Series A Preferred Share Fractions which are less than an integral multiple
of one Series A Preferred Share (i.e., 100 Series A Preferred Share
Fractions), the Company may pay cash representing the current market value
of the Series A Preferred Share Fractions.
Flip-In Rights. In the event that (i) at any time following the
Stock Acquisition Date, the Company is the surviving corporation in a
merger with an Acquiring Person and its Common Stock remains outstanding,
(ii) a person, including affiliates and associates, becomes the beneficial
owner of more than 20% of the then outstanding Unisource Common Stock
(unless such acquisition is made pursuant to a tender or exchange offer for
all outstanding Common Stock of the Company, upon terms and conditions
determined by a majority of the Continuing Directors (as defined below) to
be in the best interest of the
13
Company and its stockholders (a "Qualifying Offer")), (iii) an Acquiring
Person, at any time following a Stock Acquisition Date, engages in one or
more "self-dealing" transactions as set forth in the Stockholder Rights
Plan, or (iv) during such time as there is an Acquiring Person an event
occurs that results in such Acquiring Person's ownership interest being
increased by more than one percent (e.g., a reverse stock split), each
holder of a Right will thereafter have the right to receive, upon exercise,
Unisource Common Stock (or, in certain circumstances, cash, property or
other securities of the Company) having a value equal to approximately two
times the exercise price of the Right. In lieu of requiring payment of the
purchase price upon exercise of the Rights following any such event, the
Company, by action of a majority of the Continuing Directors in office at
the time, may permit the holders simply to surrender the Rights, in which
event they would be entitled to receive Unisource Common Stock (and other
property, as the case may be) with a value of 50% of what could otherwise
be purchased by payment of the full Purchase Price. Notwithstanding any of
the foregoing, following the occurrence of any of the events set forth in
clauses (i), (ii), (iii) or (iv) of this paragraph, all Rights that are, or
(under certain circumstances specified in the Stockholder Rights Plan)
were, beneficially owned by any Acquiring Person who was involved in the
transaction giving rise to any such event will be null and void. However,
Rights are not exercisable following the occurrence of any of the events
set forth above until such time as the Rights are no longer redeemable by
the Company as set forth below.
Flip-Over Rights. In the event that, at any time following the
Stock Acquisition Date, (i) the Company is acquired in a merger or other
business combination transaction in which the Company is not the surviving
corporation (other than a merger that follows a Qualifying Offer), or (ii)
50% or more of the Company's assets or earning power is sold or
transferred, each holder of a Right (except Rights that previously have
been voided as set forth above) shall thereafter have the right to receive,
upon exercise, common shares of the acquiring company having a value equal
to approximately two times the exercise price of the Rights. Again,
provision is made to permit, at the option of the Company, surrender of the
Rights in exchange for one-half of the value otherwise purchasable. The
events set forth in this paragraph and in the preceding paragraph are
referred to as the "Triggering Events."
Antidilution Adjustments. The Purchase Price payable and/or the
number of units of Series A Preferred Shares or other securities or
property issuable upon exercise of the Rights are subject to adjustment
from time to time to prevent dilution (i) in the event of a stock dividend
on, or a subdivision, combination or reclassification of, the Series A
Preferred Shares, (ii) if holders of the Series A Preferred Shares are
granted certain rights or warrants to subscribe for Series A Preferred
Shares or convertible securities at less than the current market price of
the Series A Preferred Shares, or (iii) upon the distribution to holders of
the Series A Preferred Shares of evidences of indebtedness or assets
(excluding regular quarterly dividends) or of subscription rights or
warrants (other than those referred to above). Similar dilution protection
exists with respect to transactions affecting Common Stock similar to those
described in clauses (i)-(iii) above.
Redemption. At any time until ten days following the Stock
Acquisition Date, the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right. That ten day redemption period may be
extended by the Board of Directors so long as the Rights are still
redeemable. Under certain circumstances set forth in the Stockholder
Rights Plan, the decision to redeem will require the concurrence of the
Continuing Directors (as defined below). Immediately upon the action of
the Board of Directors ordering redemption of the Rights, with, where
required, the concurrence of the Continuing
14
Directors, the Rights will terminate and the only rights of the holders of
Rights will be to the right to receive the $.01 per Right redemption price.
The term "Continuing Directors" means any member of the Board of
Directors of the Company who was a member of the Board prior to the date of
the Stockholder Rights Plan, and any person who is subsequently elected to
the Board if such person's nomination for election to the Board is
recommended or approved by a majority of the Continuing Directors, but
shall not include an Acquiring Person, or an affiliate or associate of an
Acquiring Person, or any representative of the foregoing entities.
No Stockholder Rights Associated with Rights Before Exercise; Tax
Consequences. Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends. While the
distribution of the Rights will not be taxable to stockholders or to the
Company, stockholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for Series A
Preferred Shares (or other consideration) of the Company or for common
shares of the acquiring company as set forth above. See "-Flip-Over
Rights."
Amendment. Other than those provisions relating to the principal
economic terms of the Rights, any of the provisions of the Stockholder
Rights Plan may be amended by the Board of Directors of the Company prior
to the Rights Distribution Date. After the Rights Distribution Date, the
provisions of the Stockholder Rights Plan may be amended by the Board (in
certain circumstances, with the concurrence of a majority of the Continuing
Directors) in order to cure any ambiguity, to make changes that do not
adversely affect the interests of the holders of Rights (excluding the
interests of any Acquiring Person), or to shorten or lengthen any time
period under the Stockholder Rights Plan; provided, however, that no
amendment to adjust the time period governing redemption shall be made at
such time as the Rights are not redeemable.
Effect of Stockholders Rights Plan. The Rights have certain
defensive effects. The Rights will cause substantial dilution to a person
or group that attempts to acquire the Company without conditioning the
offer on a substantial number of Rights being acquired or redeemed. The
Rights should not interfere with any merger or other business combination
approved by the Board of Directors of the Company because (i) the Board of
Directors (under certain circumstances, with the concurrence of the
Continuing Directors) may, at its option, at any time prior to the close of
business on the earlier of (a) the tenth day following the Stock
Acquisition Date or (b) November 8, 2006, redeem all of the then
outstanding Rights at $.01 per Right, and (ii) in any event, the
Stockholder Rights Plan does not apply to a tender or exchange offer for
all outstanding shares of the Company which is determined by a majority of
the Continuing Directors to be a Qualifying Offer. The Board of Directors
may, as discussed above, extend the ten day redemption period so long as
the Rights are still redeemable. See "--Redemption."
LEGAL OPINIONS
The validity of the issuance of the shares of Common Stock
offered hereby is being passed upon for Unisource by Morgan, Lewis &
Bockius LLP, Philadelphia, Pennsylvania.
EXPERTS
15
The consolidated financial statements of Unisource Worldwide,
Inc., as of September 30, 1995 and 1996 and for the years ended September
30, 1994, 1995 and 1996, and the related financial statement schedule,
which are incorporated by reference herein from the 1934 Act Registration
Statement, have been audited by Ernst & Young LLP, independent auditors, as
set forth in their reports thereon included therein and incorporated herein
by reference. Such consolidated financial statements and schedule are
incorporated herein by reference in reliance upon such reports given upon
the authority of such firm as experts in accounting and auditing.
16
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the DGCL ("Section 145") permits indemnification
of directors, officers, agents and controlling persons of a corporation
under certain conditions and subject to certain limitations. Section 145
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director,
officer or agent of the corporation or another enterprise if serving at the
request of the corporation. Depending on the character of the proceeding,
a corporation may indemnify against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding if the person
indemnified acted in good faith and in a manner such person reasonably
believed to be in or not opposed to, the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe such person's conduct was unlawful. In the case of an
action by or in the right of the Company, no indemnification may be made
with respect to any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the
extent that the Delaware Court of Chancery or the court in which such
action or suit was brought shall determine that despite the adjudication of
liability such person is fairly and reasonably entitled to indemnity for
such expenses which the court shall deem proper. Section 145 further
provides that to the extent a director or officer of the Company has been
successful in the defense of any action, suit or proceeding referred to
above or in the defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by such person in connection therewith.
Unisource's By-laws contain provisions for indemnification of
directors, officers, employees and agents to the fullest extent permitted
by Section 145 and Delaware law which, in general, presently requires that
the individual act in good faith and in a manner he or she reasonably
believed to be in or not opposed to the Company's best interests and, in
the case of any criminal proceedings, that the individual has no reason to
believe his or her conduct was unlawful. Unisource's By-laws also permit
Unisource to purchase insurance and Unisource has purchased and maintains
insurance on behalf of Unisource directors, officers, employees and agents
against any liability asserted against such person and incurred by such
person in any such capacity, or arising out of such person's status as
such, whether or not Unisource would have the power to indemnify such
person against such liability under the foregoing provision of the By-laws.
II-1
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibit
Number Description
- ------- -----------
2.1* Distribution Agreement between Alco Standard Corporation and Unisource and certain of its
subsidiaries
3.1** Restated Certificate of Incorporation of Unisource.
3.2** Amended and Restated By-laws of Unisource.
4.1*** Rights Agreement dated as of December 30, 1996 between Unisource and National City
Bank, as Rights Agent.
5.1** Opinion of Morgan, Lewis & Bockius LLP regarding validity of Common Stock.
10.1* Tax Sharing Agreement between Alco Standard Corporation and Unisource and certain of its
subsidiaries
10.2 [Left intentionally blank]
10.3 [Left intentionally blank]
10.4* Information Technology Services Agreement between Unisource and Integrated Systems
Solutions Corporation, (Incorporated by reference to Alco Standard Corporation Form 10-K
for fiscal year ended 1995, Exhibit 10.19 (File No.
1-05964)).
10.5 [Left intentionally blank]
10.6 [Left intentionally blank]
10.7 [Left intentionally blank]
10.8 [Left intentionally blank]
10.9 [Left intentionally blank]
10.10 [Left intentionally blank]
10.11 [Left intentionally blank]
10.12* Credit Agreement among Unisource, Unisource Capital Corporation, Unisource Canada, Inc.,
The Chase Manhattan Bank, as administrative agent, and the Lenders Party thereto.
23.1** Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1)
23.2** Consent of Ernst & Young LLP
24.1** Form of power of attorney executed by certain members of the Board of Directors
* Incorporated by reference to Form 10 Registration Statement dated November
26, 1996 (File No. 1-14482).
** Filed herewith.
*** Incorporated by reference to Registration Statement on Form 8-A concerning
Preferred Stock Purchase Rights (File No. 1-14482).
II-2
ITEM 22. UNDERTAKINGS
ITEM 22. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 20, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which any offers or sales are
being made, a post-effective amendment to the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement
or any other material change to such information in the Registration
Statement.
(2) That for the purpose of determining any liability under the
Act each such post-effective amendment may be deemed to be a new
registration statement relating to the
II-3
securities being offered therein and the offering of such securities at the
time may be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities which are being registered which remain
unsold at the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(5) To deliver or cause to be delivered with the Prospectus, to
each person to whom the Prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in the
Prospectus and furnished pursuant to and meeting the requirements of Rule
14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and where
interim financial information required to be presented by Article 3 of
Regulation S-X are not set forth in the Prospectus, to deliver, or caused
to be delivered to each person to whom the Prospectus is sent or given, the
latest quarterly report that is specifically incorporated by reference in
the Prospectus to provide such interim financial information.
(6) As follows: that prior to any public reoffering of the
securities registered hereunder through use of a prospectus which is a part
of this Registration Statement, by any person or party who is deemed to be
an underwriter within the meaning of Rule 145(c), the issuer undertakes
that such reoffering prospectus will contain the information called for by
the applicable registration form with respect to reoffering by persons who
may be deemed underwriters, in addition to the information called for by
the other items of the applicable form.
(7) That every prospectus (i) that is filed pursuant to paragraph
(1) immediately preceding or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Act and is used in connection with an offering of
securities subject to Rule 415, will be filed as part of an amendment to
the Registration Statement and will not be used until such amendment is
effective, and that, for purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(8) To respond to requests for information that is incorporated
by reference into the Prospectus pursuant to Items 4, 10(b), 11, or 13 of
this Form, within one (1) business day of receipt of such request, and to
send the incorporated documents by first class mail or other equally prompt
means. This includes information contained in documents filed subsequent to
the effective date of the Registration Statement through the date of
responding to the request.
II-4
(9) To supply by means of a post-effective amendment, Rule 424(c)
supplement or information incorporated by reference, all information
concerning a material transaction, and the company being acquired involved
there, that was not the subject of and included in the Registration
Statement when it became effective.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant has duly caused this Registration Statement on Form
S-4 to be signed on its behalf by the undersigned, thereunto duly
authorized, in Wayne, Pennsylvania, on the dates set forth below.
UNISOURCE WORLDWIDE, INC.
Date: April 25, 1997 By: /s/ Ray B. Mundt
-------------------------------------
(Ray B. Mundt)
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on April 25, 1997 by the
following persons on behalf of the registrant and in the capacities
indicated.
Each person whose signature appears below appoints Hugh G.
Moulton and Thomas A. Decker, as his true and lawful attorneys-in-fact and
agents, with full power and substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and all other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and anything appropriate or
necessary to be done, as fully and for all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes may lawfully do
or cause to be done by virtue hereof.
II-6
SIGNATURE TITLE DATE
/s/ Ray B. Mundt Chairman and Chief Executive April 25, 1997
- --------------------------- Officer (Principal Executive
(Ray B. Mundt) Officer)
* Director April 25, 1997
- ---------------------------
(Paul J. Darling, II)
* Director April 25, 1997
- ---------------------------
(James J. Forese)
* Director April 25, 1997
- ---------------------------
(Dana G. Mead)
* Director April 25, 1997
- ---------------------------
(Rogelio G. Sada)
* Director April 25, 1997
- ---------------------------
(James W. Stratton)
/s/ Jack H. Keeney Vice President - Finance April 25, 1997
- --------------------------- (Principal Accounting and
(Jack H. Keeney) Financial Officer)
*By: /s/ Thomas A. Decker April 25, 1997
-----------------------
Thomas A. Decker
Attorney-in-fact
II-7
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
2.1* Distribution Agreement between Alco Standard Corporation and Unisource and certain of its
subsidiaries
3.1** Restated Certificate of Incorporation of Unisource.
3.2** Amended and Restated By-laws of Unisource.
4.1*** Rights Agreement dated as of December 30, 1996 between Unisource and National City
Bank, as Rights Agent.
5.1** Opinion of Morgan, Lewis & Bockius LLP regarding validity of Common Stock.
10.1* Tax Sharing Agreement between Alco Standard Corporation and Unisource and certain of its
subsidiaries
10.2 [Left intentionally blank]
10.3 [Left intentionally blank]
10.4* Information Technology Services Agreement between Unisource and Integrated Systems
Solutions Corporation, (Incorporated by reference to Alco Standard Corporation Form 10-K
for fiscal year ended 1995, Exhibit 10.19 (File No.
1-05964)).
10.5 [Left intentionally blank]
10.6 [Left intentionally blank]
10.7 [Left intentionally blank]
10.8 [Left intentionally blank]
10.9 [Left intentionally blank]
10.10 [Left intentionally blank]
10.11 [Left intentionally blank]
10.12* Credit Agreement among Unisource, Unisource Capital Corporation, Unisource Canada, Inc.,
The Chase Manhattan Bank, as administrative agent, and the Lenders Party thereto.
23.1** Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1)
23.2** Consent of Ernst & Young LLP
24.1** Form of power of attorney executed by certain members of the Board of Directors
* Incorporated by reference to Form 10 Registration Statement dated November
26, 1996 (File No. 1-14482).
** Filed herewith.
*** Incorporated by reference to Registration Statement on Form 8-A concerning
Preferred Stock Purchase Rights (File No. 1-14482).