-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, RQArGhZOwQ1VJkQUTB2g8J1mLSfY9GowcAietuj5b74LD6CC2fqrDvVIG9opxxZb 3Mov6ZcobffKB4tkj/4qeA== 0000950109-94-001069.txt : 19940702 0000950109-94-001069.hdr.sgml : 19940702 ACCESSION NUMBER: 0000950109-94-001069 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALCO STANDARD CORP CENTRAL INDEX KEY: 0000003370 STANDARD INDUSTRIAL CLASSIFICATION: 5110 IRS NUMBER: 230334400 STATE OF INCORPORATION: OH FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05964 FILM NUMBER: 94536031 BUSINESS ADDRESS: STREET 1: P O BOX 834 CITY: VALLEY FORGE STATE: PA ZIP: 19482 BUSINESS PHONE: 2152968000 MAIL ADDRESS: STREET 1: BOX 834 CITY: VALLEY FORGE STATE: PA ZIP: 19482 FORMER COMPANY: FORMER CONFORMED NAME: ALCO CHEMICAL CORP DATE OF NAME CHANGE: 19680218 11-K 1 FORM 11-K ---------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] for the fiscal year ended December 31, 1993 or [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] for the transition period from _____________ to ______________. Commission File Number ............... 1-5964 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Alco Standard Corporation Capital Accumulation Plan. B. Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office: ALCO STANDARD CORPORATION P.O. BOX 834 VALLEY FORGE, PA 19482-0834 REQUIRED INFORMATION -------------------- a. Financial Statements. The following financial statements are furnished for -------------------- the Plan. 1. Audited Statements of Net Assets Available for Benefits - December 31, 1993 and December 31, 1992. 2. Audited Statements of Changes in Net Assets Available for Benefits - for the years ended December 31, 1993 and December 31, 1992. 3. Notes to Financial Statements 4. Schedules a. Assets Held for Investment b. Transactions or Series of Transactions in Excess of 5% of the Current Value of Plan Assets b. Exhibits -------- Exhibit 23 Consent of Independent Auditors Financial Statements and Schedules Alco Standard Corporation Capital Accumulation Plan Years ended December 31, 1993 and 1992 with Report of Independent Auditors Alco Standard Corporation Capital Accumulation Plan Financial Statements and Schedules Years ended December 31, 1993 and 1992 Contents
Report of Independent Auditors.............................. 1 Audited Financial Statements Statements of Net Assets Available for Benefits............. 2 Statements of Changes in Net Assets Available for Benefits.. 3 Notes to Financial Statements............................... 4 Schedules Assets Held for Investment.................................. 9 Transactions or Series of Transactions in Excess of 5% of the Current Value of Plan Assets.................... 10
Report of Independent Auditors Trustees Alco Standard Corporation Capital Accumulation Plan We have audited the accompanying statements of net assets available for benefits of the Alco Standard Corporation Capital Accumulation Plan as of December 31, 1993 and 1992, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Alco Standard Corporation Capital Accumulation Plan at December 31, 1993 and 1992, and the changes in its net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment as of December 31, 1993, and transactions or series of transactions in excess of 5% of the current value of plan assets for the year then ended are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the 1993 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1993 financial statements taken as a whole. April 29, 1994 1 Alco Standard Corporation Capital Accumulation Plan Statements of Net Assets Available for Benefits
December 31 1993 1992 ---------------------------- Assets Cash $ 137,394 $ - Investments at fair value: Cash equivalents - 272,090 Alco Standard Corporation common stock 14,524,658 6,644,491 Equity fund 6,134,414 5,039,328 Fixed income fund 15,362,973 14,721,620 ---------------------------- 36,022,045 26,677,529 Contributions receivable 737,292 1,049,431 Dividends receivable 65,002 42,219 ---------------------------- Total assets 36,961,733 27,769,179 Liabilities Cash overdraft - 10,146 Benefits payable - 118,933 ---------------------------- Total liabilities - 129,079 ---------------------------- Net assets available for benefits $36,961,733 $27,640,100 ============================
See accompanying notes. 2 Alco Standard Corporation Capital Accumulation Plan Statements of Changes in Net Assets Available for Benefits
Year ended December 31 1993 1992 ---------------------------- Additions: Employer contributions $ 1,199,076 $ 921,249 Employee contributions 3,456,480 2,718,268 Interest income 1,188,952 1,284,783 Dividend income 231,193 130,095 Transfer from affiliated Plan 433,467 1,698,143 ---------------------------- 6,509,168 6,752,538 Deductions: Benefits to participants 2,405,239 1,633,071 Administrative expenses 10,572 12,998 ---------------------------- 2,415,811 1,646,069 ---------------------------- 4,093,357 5,106,469 Realized and unrealized gain on investments 5,228,276 326,176 ---------------------------- Net increase for the year 9,321,633 5,432,645 Net assets available for benefits at beginning of year 27,640,100 22,207,455 ---------------------------- Net assets available for benefits at end of year $36,961,733 $27,640,100 ============================
See accompanying notes. 3 Alco Standard Corporation Capital Accumulation Plan Notes to Financial Statements December 31, 1993 1. Significant Accounting Policies Contributions to the Fixed Income Fund are invested in unallocated investment contracts under which the principal and a stated interest rate are guaranteed. Contributions to the Equity Fund are invested by an insurance company in the common stock of major U.S. corporations. Contributions to the Alco Standard Corporation Common Stock Fund (Alco Common Stock Fund) are invested in the common stock of Alco Standard Corporation. Investments in the Fixed Income Fund are stated at the contract value as estimated by the individual insurance companies. Contract value represents contributions made under the contract, plus interest at the contract rate, less funds used to pay retirement benefits and to pay for the insurance company's administrative charge. Investments in the Equity Fund are stated at current market value of the account as determined by The Equitable Life Assurance Company. Investments in the Alco Common Stock Fund are determined by use of the last reported sales price on the last business day of the plan year, as reported on a national security exchange. Realized and unrealized gain or loss on investments represents the sum of the change in the difference between December 31 market value and cost of investments and the difference between the market value and the cost of distributions of Alco stock and equity fund units for withdrawals or terminated participants. Benefits Payable As required by the Internal Revenue Service, a $334,990 benefit payable and related expense is reported on Form 5500 for the plan year ended December 31, 1993. 2. Description of the Plan The Alco Standard Corporation Capital Accumulation Plan (the Plan) is a payroll savings plan made available to all employees of the Unijax Sloan Division of Unisource Worldwide, Inc., formerly Paper Corporation of America (the Company). Participants elect the apportionment of their contributions in 25% increments between the Fixed Income Fund, Equity Fund, and the Alco Common Stock Fund. Employees with at least one month's service are eligible to participate in the Plan. Participants may contribute from one to sixteen percent of their salary on a before-tax basis by means of payroll deductions, so long as such amount does not exceed the maximum allowable under the Internal Revenue Code. The Company contributes an amount to be determined each year based upon the level of the participant's contributions and the profitability of the Unijax Sloan location which employs the participant. 4 Alco Standard Corporation Capital Accumulation Plan Notes to Financial Statements (continued) 2. Description of the Plan (continued) A participant is, at all times, 100% vested in the accounts containing employee contributions. The Plan provides for 25% vesting in employer contributions after two years of service, increasing 25% for each additional year of service, to 100% vesting after five years of service. The participant is also 100% vested in the employer contributions upon attainment of age sixty-two, upon death or disability, or upon termination of the Plan. The unvested portion of the employer's contribution is subject to forfeiture by terminated participants. Amounts forfeited will be used to reduce future contributions by the Company. Upon termination of employment, all vested benefits are distributed in a single-sum payment with respect to the Fixed Income and Equity Funds. Distributions of vested benefits in the Alco Common Stock Fund are made in cash unless the participant elects a distribution in shares of Alco common stock. When a participant dies, the beneficiary receives the value of the participant's Plan account in a single cash payment. The Plan was amended effective October 1, 1992 to change the name of the Plan from the Unijax, Inc. Capital Accumulation Plan to the Alco Standard Corporation Capital Accumulation Plan. The amendment also provided for an additional investment option (the "Alco Option") which allows the participants to invest 1-6% of their salary on a pretax basis in Alco stock with an automatic 66-2/3% employer matching contribution. The Plan was further amended to allow participants who cease to be eligible to participate in the Alco Standard Corporation Stock Participation Plan (SPP) due to their transfer of employment to Unijax Sloan to transfer their account balance from the SPP to the Plan. During the second quarter 1993, 8,775 shares of Alco common stock, with a market value of $433,467, were transferred to the Plan, and during the fourth quarter 1992, 48,072 shares of Alco common stock, with a market value of $1,698,143, were transferred to the Plan. The Plan was amended effective December 31, 1993 to fully vest all participants in their account balances under the Plan as of December 31, 1993; to provide that no new participants will be admitted to the Plan after December 31, 1993; to provide that no further contributions to the Plan will be made after December 31, 1993; and to provide that no transfers from the Alco Option shall be permitted after December 31, 1993. Information about the Plan is contained in the Summary Plan Description. Copies of this document are available from the Plan Administrator. 5 Alco Standard Corporation Capital Accumulation Plan Notes to Financial Statements (continued) 3. Federal Income Taxes The Plan is qualified under the provisions of Section 401(a) of the Internal Revenue Code and is exempt from federal income taxes. 4. Investments Individual investments that represent 5% or more of the fair value of net assets available for benefits as of December 31, 1993 are as follows:
Shares or Identity of Investments Par Value Cost Market Value - - - ----------------------------------------------------------------------------- Massachusetts Mutual Life Insurance Company Contract GSA 10291 $ 5,500,168 $ 5,500,168 $ 5,500,168 Connecticut General Life Insurance Company Contract #35020 9,862,805 9,862,805 9,862,805 Equitable Capital Management Corporation 174 3,036,768 6,134,414 Alco Standard Common Stock 265,289 10,138,616 14,524,658
6 Alco Standard Corporation Capital Accumulation Plan Notes to Financial Statements (continued) 4. Investments (continued) The allocation of assets to the separate investment programs at December 31, 1993 and 1992 follows:
Fixed Income Alco Common Fund Equity Fund Stock Fund Cash Fund Total -------------------------------------------------------------------------------------- 1993 - - - ---- Assets Cash $ - $ - $ - $ 137,394 $ 137,394 Investments: Fixed income fund 15,362,973 15,362,973 Equity fund 6,134,414 6,134,414 Common stock of Alco Standard 14,524,658 14,524,658 Contributions receivable 737,292 737,292 Dividends receivable 65,002 65,002 -------------------------------------------------------------------------------------- Total assets $ 15,362,973 $ 6,134,414 $ 14,589,660 $ 874,686 $ 36,961,733 ====================================================================================== Fixed Income Alco Common Fund Equity Fund Stock Fund Cash Fund Total -------------------------------------------------------------------------------------- 1992 - - - ---- Assets Investments: Fixed income fund $ 14,721,620 $ - $ - $ - $ 14,721,620 Equity fund 5,039,328 5,039,328 Common stock of Alco Standard 6,644,491 6,644,491 Cash equivalents 272,090 272,090 Contributions receivable 1,049,431 1,049,431 Dividends receivable 42,219 42,219 -------------------------------------------------------------------------------------- Total assets 14,721,620 $ 5,039,328 $ 6,686,710 $ 1,321,521 $ 27,769,179 Liabilities Cash overdraft 10,146 10,146 Benefits payable 118,933 118,933 Net assets $ 14,721,620 $ 5,039,328 $ 6,686,710 $ 1,192,442 $ 27,640,100 ======================================================================================
7 Alco Standard Corporation Capital Accumulation Plan Notes to Financial Statements (continued) 4. Investments (continued) The changes in net assets available for benefits for the years ended December 31, 1993 and 1992 were allocated among the investment programs as follows:
Fixed Income Alco Common Fund Equity Fund Stock Fund Cash Fund Total ---------------------------------------------------------------------- Net assets at December 31, 1991 $ 14,956,033 $ 3,849,774 $ 3,597,495 $ (195,847) $ 22,207,455 Employer contributions 921,249 921,249 Employee contributions 2,718,268 2,718,268 Investment income 1,236,128 48,655 122,004 8,091 1,414,878 Benefit payments (1,633,071) (1,633,071) Administrative expenses (12,998) (12,998) Realized and unrealized gain or loss on investments 93,679 232,497 326,176 Transfer from affiliated plan 1,698,143 1,698,143 Intrafund transfers (1,470,541) 1,047,220 1,036,571 (613,250) - ---------------------------------------------------------------------- Total assets at December 31, 1992 14,721,620 5,039,328 6,686,710 1,192,442 27,640,100 Employer contributions 1,199,076 1,199,076 Employee contributions 108,974 3,347,506 3,456,480 Investment income 1,120,072 65,519 227,524 7,030 1,420,145 Benefit payments (293,377) (2,111,862) (2,405,239) Administrative expenses (10,572) (10,572) Realized and unrealized gain or loss on investments 991,576 4,236,700 5,228,276 Transfer from affiliated plan 433,467 433,467 Intrafund transfers (478,719) 37,991 3,189,662 (2,748,934) - ---------------------------------------------------------------------- Net assets at December 31, 1993 $ 15,362,973 $ 6,134,414 $ 14,589,660 $ 874,686 $ 36,961,733 ======================================================================
5. Subsequent Events Effective January 1, 1994, the Butler Paper Company Capital Accumulation Plan was merged into the Plan. Net assets of $58,409,593 were transferred into the Plan on January 1, 1994. 8 Alco Standard Corporation Capital Accumulation Plan Assets Held for Investment December 31, 1993
Description Identity of Issue of Investment Cost Current Value - - - -------------------------------------------------------------------------------- Insurance Contracts Fixed Income Fund: Massachusetts Mutual Life Insurance Company Guaranteed Contract #GSA 10291 Investment Contract $ 5,500,168 $ 5,500,168 Connecticut General Life Guaranteed Insurance Company Investment Contract 9,862,805 9,862,805 ------------------------------ Total fixed income fund 15,362,973 15,362,973 Equity Securities Equity Fund: Equitable Capital Management Common Stock Corporation Fund 3,036,768 6,134,414 Alco Common Stock Fund: Alco Standard Corporation* Common Stock 265,289 shares Common Stock 10,138,616 14,524,658 ------------------------------ $28,538,357 $36,022,045 ==============================
*Party-in-interest. 9 Alco Standard Corporation Capital Accumulation Plan Transactions or Series of Transactions in Excess of 5% of the Current Value of Plan Assets Year ended December 31, 1993
Purchase Selling Net Gain Identity of Party Involved Description of Assets Price Price Cost (Loss) - - - ---------------------------------------------------------------------------------------------------------------------------------- Category III--A series of transactions in a security issue aggregating 5% of plan assets - - - ----------------------------------------------------------------------------------------- Alco Standard Corporation* Purchased 93,924 shares in 53 transactions; $4,137,389 $ 634,101 $ 537,450 $ 96,651 Common Stock Sold 14,063 shares in 38 transactions Dreyfus Service Corporation Dreyfus Government and Cash Management Fund--Purchased 1,564,000 units in 13 transactions; sold 1,839,492 units in 43 transactions 1,564,000 1,839,492 1,839,492 --
Pursuant to Department of Labor Regulation Section 2520.103-6, there were no Category I, II, or IV reportable transactions during the year ended December 31, 1993. * Party-in-interest. 10 SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan has duly caused this annual report to be signed by the undersigned hereunto duly authorized. ALCO STANDARD CORPORATION CAPITAL ACCUMULATION PLAN By: Date: June 22, 1994 ---------------------- Nancy J. Church Plan Administrator SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan has duly caused this annual report to be signed by the undersigned hereunto duly authorized. ALCO STANDARD CORPORATION CAPITAL ACCUMULATION PLAN By: /s/Nancy J. Church Date: June 22,1994 ---------------------- Nancy J. Church Plan Administrator FORM 11-K ALCO STANDARD CORPORATION CAPITAL ACCUMULATION PLAN FISCAL YEAR ENDED DECEMBER 31, 1993 INDEX TO EXHIBITS ----------------- Exhibit Number Description - - - -------------- ----------- Exhibit 23 Consent of Independent Auditors EX-23 2 CONSENT OF AUDITORS CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-28763) pertaining to the Alco Standard Corporation Capital Accumulation Plan (the "Plan") and in the related Prospectus of our report dated April 29, 1994, with respect to the financial statements and schedules of the Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1993. Philadelphia, Pennsylvania June 22, 1994 -----END PRIVACY-ENHANCED MESSAGE-----