-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CLxCscEM4wObC5CFxpGrVrASf5ULzygXUVa+XUohXVGmANuCT8+otyrvMvIs1q3Y HlG6xXR4avHwS8J3VVg3bw== 0000950109-96-000090.txt : 19960111 0000950109-96-000090.hdr.sgml : 19960111 ACCESSION NUMBER: 0000950109-96-000090 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960105 SROS: CSX SROS: NYSE SROS: PHLX FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALCO STANDARD CORP CENTRAL INDEX KEY: 0000003370 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PAPER AND PAPER PRODUCTS [5110] IRS NUMBER: 230334400 STATE OF INCORPORATION: OH FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 033-64739 FILM NUMBER: 96501295 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 S-4/A 1 FORM S-4/A AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 5, 1996 REGISTRATION NO. 33-64739 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-4 TO REGISTRATION STATEMENT ON FORM S-1 UNDER THE SECURITIES ACT OF 1933 ---------------- ALCO STANDARD CORPORATION ---------------- OHIO 23-0334400 (STATE OR OTHER (I.R.S. EMPLOYER JURISDICTION OF IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) P.O. BOX 834 VALLEY FORGE, PENNSYLVANIA 19482 (610) 296-8000 J. KENNETH CRONEY, ESQUIRE ALCO STANDARD CORPORATION VICE PRESIDENT AND GENERAL COUNSEL P.O. BOX 834 VALLEY FORGE, PENNSYLVANIA 19482 (610) 296-8000 COPIES TO: RHONDA R. COHEN, ESQUIRE BALLARD SPAHR ANDREWS & INGERSOLL 51ST FLOOR, 1735 MARKET STREET PHILADELPHIA, PA 19103-7599 ---------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the Post- Effective Amendment to 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. [_] This Post-Effective Amendment on Form S-4 amends the registrant's Registration Statement No. 38-64739 on Form S-1, which was declared effective on December 13, 1995. ---------------- THE REGISTRANT HEREBY AMENDS THIS POST-EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT NO. 33-64739 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 POST-EFFECTIVE AMENDMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS POST-EFFECTIVE AMENDMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. ================================================================================ ALCO STANDARD CORPORATION 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 Outside Front Cover Page of Prospectus...... Facing page of Form S-4; This Cross- Reference Sheet; Outside Front Cover Page of Prospectus 2. Inside Front and Outside Back Cover Pages of Prospectus..... Available Information; The Company 3. Risk Factors, Ratio of Earnings to Fixed Charges and Other Information................... Outside Front Cover Page of Prospectus; Selected Financial Data 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 Contacts With the Company Being Acquired........ * 7. Additional Information Required For 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 Reference...... The Company; Documents Incorporated by Reference 12. Information With Respect to S-2 or S-3 Registrants............ * 13. Incorporation of Certain Information by Reference...... * 14. Information With Respect to Registrants Other Than S-2 or S-3 Registrants............... * Information about the Company Being C. 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................... * D. Voting and Management Information 18. Information if Proxies, Consents or Authorizations Are to Be Solicited............... * 19. Information if Proxies, Consents or Authorizations Are Not To Be Solicited in or in an Exchange Offer............. *
- -------- * Information in response to this Item is not included in the Prospectus since the Item is inapplicable or the answer thereto is in the negative. PROSPECTUS January , 1996 [LOGO OF ALCO STANDARD CORPORATION APPEARS HERE] 10,000,000 SHARES COMMON STOCK (NO PAR VALUE) This Prospectus relates to the offer and sale from time to time by Alco Standard Corporation ("Alco") or its subsidiaries of 10,000,000 shares of Alco's common stock, no par value (the "Common Stock"), in exchange for shares of capital stock of other companies, or in exchange for properties or other assets used in or related to the business of such companies. These shares will ordinarily represent consideration paid directly upon the acquisition of such companies, properties or other assets, but may also include shares to be delivered upon the exercise or satisfaction of conversion or purchase rights. Shares offered hereby may generally be resold by the persons acquiring them without further registration under the Securities Act of 1933. For further information on resales, see "RESALES" on page 3 of this Prospectus. The Common Stock is listed and traded on the New York, Philadelphia and Chicago Stock Exchanges under the symbol "ASN." ---------------- 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 REPRESENTATION 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 ALCO. 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 THE THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT OR IN THE AFFAIRS OF ALCO SINCE SUCH DATE. AVAILABLE INFORMATION Alco 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 Alco 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: New York Regional Office, Room 1228, 75 Park Place, New York, New York 10007; and Chicago Regional Office, Northwestern Atrium 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 Alco's common stock is listed. Alco has filed with the Commission a Registration Statement on Form S-4 (together with all amendments and exhibits thereto, the "Registration Statement") under the Securities Act of 1933 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 Alco 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. This prospectus incorporates documents by reference which are not presented herein or delivered herewith. These documents are available upon request from Nancy Hicks, Corporate Affairs Department, Alco Standard Corporation, P.O. Box 834, Valley Forge, PA 19482, telephone number 610-296-8000. DOCUMENTS INCORPORATED BY REFERENCE Alco's annual report on Form 10-K for the fiscal year ended September 30, 1995 is incorporated herein by reference. The description of Alco's common stock contained in a registration statement filed under the Securities Exchange Act of 1934, including any amendment or report filed for the purpose of updating such description, is incorporated herein by reference. Alco's registration statement on Form 8-A, relating to Alco's common stock purchase rights, is also incorporated herein by reference. All documents filed by Alco 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 Alco has filed with the Commission and to which reference is made hereby. 2 Alco 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: Corporate Affairs Department, Alco Standard Corporation, P.O. Box 834, Valley Forge, Pennsylvania 19482 (telephone number: (610) 296-8000). SECURITIES COVERED BY THIS PROSPECTUS The shares of Common Stock covered by this Prospectus are available for use in future acquisitions of other companies, or in exchange for properties or other assets used in or related to the business of such companies. The companies, properties or other assets to be acquired may be similar or dissimilar to Alco's present activities. The consideration offered by Alco 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 Alco 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 Alco and the owners of the companies, properties or assets to be acquired, taking into account the quality of management, past and potential earning power and growth, and other relevant factors. 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. PLAN OF DISTRIBUTION Shares of Common Stock will be offered in connection with Alco's or a subsidiary's acquisition of other companies, properties or other assets from time to time as described above. A maximum of 10,000,000 shares of Common Stock may be sold pursuant to this Prospectus. These shares will ordinarily represent consideration paid directly upon the acquisition of such companies, properties or other assets, but 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 businesses whose companies, properties or assets were acquired. RESALES Shares offered hereby may generally be resold by the persons acquiring them without further registration under the Securities Act of 1933 (the "Act"), in accordance with the following provisions: Any person receiving shares offered hereby who is an "affiliate" of Alco 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 Alco. In the absence of a special relationship between Alco and a person who receives shares from Alco in an acquisition transaction (such as election of such person to Alco's board of directors or ownership by such person of a significant percentage of Alco's outstanding common stock), such a person generally would not be considered an "affiliate" of Alco 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 Alco may also be subject to certain limitations upon resale. An "underwriter" includes a person who purchases Alco 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 common shares from Alco 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 shares which may be sold by such person in any three-month period may not exceed the greater of (i) 1% of the Alco 3 common shares outstanding as shown by the most recent report or statement published by Alco, or (ii) the average weekly trading volume in Alco common shares reported on the Composite Tape during the four calendar weeks preceding the order to sell. Such sales must also be made in "brokers' transactions," which are ordinary sales through a broker acting as agent without special commission arrangements or selling efforts. In order for any affiliate (or any underwriter not protected by Rule 145(d)) to resell shares offered hereby, Alco 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 Alco to do so, there is no assurance that Alco will agree to provide such opinion, amendment or registration. USE OF PROCEEDS The proceeds of the sale of shares offered hereby, to the extent such proceeds consist of the properties or assets of acquired companies, will be added to the assets of Alco or a subsidiary. Cash proceeds, if any, will be added to the general funds of Alco or a subsidiary and may be used for general corporate purposes, including capital expenditures and working capital requirements. THE COMPANY Alco is a marketing, distribution and services company with operations in two primary businesses: Alco Office Products ("AOP") and Unisource Worldwide, Inc. ("Unisource"). The address of Alco's principal executive offices is P.O. Box 834, Valley Forge, Pennsylvania 19482, telephone number (610) 296-8000. AOP is the largest independent copier distribution network in North America and the United Kingdom, with a growing presence in Europe. AOP sells, rents and leases copiers, fax machines and other automated office equipment. AOP also provides equipment services and supplies, reprographic facilities management and specialized document copying services. Through its captive leasing company, AOP finances equipment leases for customers of AOP companies throughout the United States, Canada and the United Kingdom. Unisource is North America's largest marketer and distributor of paper and imaging products and supply systems, which includes disposable paper and plastic products, packaging systems and maintenance supplies. Unisource has facilities in every major metropolitan market in the United States, in every province of Canada and in Mexico. Unisource focuses on five market segments: commercial printing, business imaging, general manufacturing, food processing and retail grocery. Alco is managed as the "The Corporate Partnership." Under this entrepreneurial philosophy, field executives maintain a high degree of operating autonomy over issues that affect the company's ability to serve customers, while financial and administrative support are provided on a centralized basis. 4 ALCO STANDARD CORPORATION AND SUBSIDIARIES SELECTED FINANCIAL DATA The following annual data has been derived from financial statements audited by Ernst & Young LLP, independent auditors. Consolidated balance sheets at September 30, 1995 and September 30, 1994 and the related consolidated statements of income, cash flows and changes in shareholders' equity for each of the three fiscal years in the period ended September 30, 1995, and the related auditor's report, appear in the Company's 1995 Annual Report to Shareholders, portions of which are incorporated by reference in the Company's Annual Report on Form 10-K for the year ended September 30, 1995. The information set forth below should be read in conjunction with the financial statements and discussion included in the Form 10-K incorporated by reference in the accompanying Prospectus.
FISCAL YEAR ENDED SEPTEMBER 30, --------------------------------------------------------------- 1995 1994 1993 1992 1991 ---------- ---------- ---------- ---------- ---------- (IN THOUSANDS, EXCEPT PER SHARE DATA AND RATIOS) INCOME STATEMENT DATA: REVENUES: Net Sales............... $9,794,186 $7,925,784 $6,387,078 $4,882,908 $4,481,324 Dividends, Interest and Other Income........... 4,621 3,537 6,332 3,292 6,088 Finance Subsidiaries.... 93,019 66,731 51,149 38,936 28,565 ---------- ---------- ---------- ---------- ---------- 9,891,826 7,996,052 6,444,559 4,925,136 4,515,977 ---------- ---------- ---------- ---------- ---------- COSTS AND EXPENSES: Cost of Goods Sold...... 7,326,721 5,884,819 4,799,757 3,638,494 3,390,246 Selling and Administrative......... 2,109,148 1,765,483 1,378,814 1,069,602 946,756 Interest................ 55,838 43,802 40,189 31,680 37,426 Finance Subsidiaries Interest............... 40,216 27,978 23,662 19,523 15,747 ---------- ---------- ---------- ---------- ---------- 9,531,923 7,722,082 6,242,422 4,759,299 4,390,175 ---------- ---------- ---------- ---------- ---------- Restructuring Costs..... (175,000) Loss from Unconsolidated Affiliate.............. (117,158) (2,538) Investment Gain, Net.... 6,683 ---------- ---------- ---------- ---------- ---------- Income From Continuing Operations Before Taxes.................. 359,903 156,812 24,599 172,520 125,802 Taxes on Income......... 140,630 86,203 16,984 68,303 49,160 ---------- ---------- ---------- ---------- ---------- Income From Continuing Operations............. 219,273 70,609 7,615 104,217 76,642 Income (Loss) From Discontinued Operations, Net of Income Taxes........... (16,541) (7,515) (8,455) 40,939 ---------- ---------- ---------- ---------- ---------- Net Income.............. 202,732 70,609(1) 100 (2) 95,762 117,581 ---------- ---------- ---------- ---------- ---------- Preferred Dividends..... 15,209 11,572 9,571 ---------- ---------- ---------- ---------- ---------- Net Income (Loss) Available to Common Shareholders........... $ 187,523 $ 59,037(1) $ (9,471)(2) $ 95,762 $ 117,581 ========== ========== ========== ========== ========== EARNINGS (LOSS) PER SHARE(5): Continuing Operations... $ 1.81 $ 0.55(1) $ (.02)(2) $ 1.11 $ 0.85 Discontinued Operations............. (.14) (.08) (0.09) 0.45 ---------- ---------- ---------- ---------- ---------- $ 1.67 $ 0.55 $ (.10) $ 1.02 $ 1.30 ========== ========== ========== ========== ========== Dividends Per Share(5).. $ 0.52 $ 0.50 $ 0.48 $ 0.46 $ 0.44 BALANCE SHEET DATA (AT PERIOD END): Working Capital......... $ 770,490 $ 653,546 $ 556,551 $ 496,037 $ 515,956 Total Assets............ 4,737,575 3,502,258 3,348,890 2,444,761 2,020,571 Total Debt, Excluding Finance Subsidiaries... 632,465 445,069 794,318 481,686 304,245 Total Debt of Finance Subsidiaries........... 817,585 464,882 413,092 300,509 220,666 ---------- ---------- ---------- ---------- ---------- Total Debt............. 1,450,050 909,951 1,207,410 782,195 524,911 Shareholders' Equity.... 1,868,537 1,367,144 1,020,616 860,363 821,195 RATIO OF EARNINGS TO COMBINED FIXED CHARGES:(3) Including Captive Finance Subsidiaries .. 3.8 3.7 1.3(4) 3.5 2.8 Excluding Captive Finance Subsidiaries .. 4.7 4.4 1.4(4) 4.2 3.3
- ------- (1) Includes a pretax charge of $115 million ($95 million net of taxes or $0.88 per share for the fiscal year) for the sale of the Company's investment in IMM Office Systems GmbH, a European distributor of office products. (2) Includes a pretax charge of $175 million ($113 million net of taxes or $1.19 per share) for Unisource restructuring costs. (3) For purposes of calculating this ratio, earnings consist of income from continuing operations before provisions for income taxes and excluding the loss from unconsolidated affiliate, plus fixed charges. Fixed charges include interest expense on indebtedness and an estimate of the interest component of rental expense. The first ratio gives effect to the consolidation of the captive finance subsidiaries of Alco Office Products. The second ratio excludes the income from continuing operations before provision for income taxes and the fixed charges attributable to those captive finance subsidiaries. (4) The 1993 ratios include the Unisource $175 million ($113 million net of taxes) restructuring charge; if the restructuring charge were excluded for 1993, the ratios would be 3.3 (including captive finance subsidiaries) and 4.2 (excluding captive finance subsidiaries). (5) Adjusted to give retroactive effect to a two-for-one stock split effected on November 9, 1995. 5 DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK Alco is currently authorized to issue 150,000,000 shares of common stock and 2,135,878 shares of serial preferred stock. Both classes are without par value. On January 25, 1996, Alco's shareholders will vote on a proposal to increase the authorized number of common shares from 150,000,000 to 300,000,000. The common stock is subject to the express terms of the serial preferred stock. Two series of serial preferred stock are outstanding, and additional series may be authorized by the board of directors. DIVIDEND RIGHTS Common Stock. Dividends and other distributions of assets may be made with respect to the common stock from time to time by the board of directors within the limits and from the sources permitted by law after payment or provision for payment of all accrued and unpaid dividends (which are cumulative) on the serial preferred stock, so long as there is no default in any sinking fund provisions for the serial preferred stock. Preferred Stock. The serial preferred stock is entitled to payment of annual per share dividends as follows: Series AA, $237.50 ($2.375 per Depositary Share) through January 2, 1996 and $325.00 ($3.25 per Depositary Share) thereafter; and Series BB, $504.00 ($5.04 per Depositary Share). So long as any shares of serial preferred stock are outstanding, The Company may not (a) declare or pay any dividends (other than dividends payable in common stock or other shares of Alco ranking junior to the serial preferred stock) to holders of common stock or shares of Alco of any other class ranking on a parity with or junior to the serial preferred stock, or (b) make any distributions of assets (directly or indirectly, by purchase, redemption or otherwise) to the holders of common stock or shares of Alco of any other class ranking on a parity with or junior to the serial preferred stock (except in the case of shares purchases in compromise of claims, or to prevent loss on doubtful debts and except in the case of shares purchases out of the proceeds of the sale of common stock or other shares ranking junior to the serial preferred stock received by Alco, subsequent to January 1, 1968): (a) Unless all accrued and unpaid dividends on shares of serial preferred stock, including the full dividends for the ten quarterly dividend period, shall have been paid or declared and funds sufficient for payment thereof set apart; and (b) Unless there shall be no arrearages with respect to redemption of shares of serial preferred stock from any sinking fund provided therefor. No dividends may be paid upon or declared or set apart for any of the serial preferred stock for any quarterly dividend period unless at the same time a like proportionate dividend for the same quarterly dividend period, ratably in proportion to the respective annual dividend rates fixed therefor, shall be paid upon or declared or set apart for all serial preferred stock of all series then issued and outstanding and entitled to receive such dividend. PREEMPTIVE RIGHTS Common Stock. The holders of common stock do not have any preemptive right to purchase or have offered to them for purchase any shares or other securities of Alco. Preferred Stock. The only preemptive right of holders of serial preferred stock is to participate in certain distributions, if any were to be made by Alco, to holders of common stock of options or rights to acquire common stock, or of evidences of Alco's debt or assets (other than cash). PREFERRED SHARE PURCHASE RIGHTS In February 1988, Alco declared and paid a dividend distribution of one right for each outstanding share of common stock. The Rights become exercisable ten days (or such later date, not beyond thirty days, as is fixed by the Board of Directors) after the earlier of: (a) public announcement that an individual or group has acquired or 6 obtained the right to acquire 20% or more of Alco's common stock or (b) an individual or group commences or announces an intention to commence a tender or exchange offer that could result in the acquisition of 30% or more of such securities (the "Separation Date"). When exercisable, each Right entitles the holder to purchase one one-hundredth of a share of Alco's Series 12 preferred stock for $75 (the "Exercise Price"), subject to adjustment. Further, if any person or group owning 20% or more of Alco's outstanding common stock (a) engages in certain self-dealing practices with Alco, or (b) causes Alco to forgo or reduce quarterly dividends or take an action which would result in a more than 2% increase in the other entity's proportionate share of Alco's outstanding shares; or if any person or group acquires 30% or more of Alco's outstanding stock, each Right would entitle the holder thereof to acquire for the Exercise Price shares of common stock having a market value equal to twice the Right's exercise price. If Alco were acquired in a merger or other business combination, or if more than 50% of its earning power or assets were sold in one transaction or a series of transactions, each Right would entitle the holder thereof to purchase shares of the acquiring company's common stock having a market value equal to twice the Right's exercise price. The Rights that are or were held by a person or group owning 20% or more of Alco's outstanding voting securities become void if such person or group engages in an event which entitles holders of the Rights to purchase common stock or common stock of the acquiring company having a market value equal to twice the Right's exercise price. The Rights, which expire on February 10, 1998, are non-voting and may be redeemed by Alco at a price of $.05 per Right any time prior to ten days after public announcement that a person has acquired 20% or more of Alco's outstanding voting securities. Until the Separation Date, the Rights are transferable with and only with the common stock. VOTING RIGHTS Common Stock. Subject to certain voting rights of holders of the serial preferred stock to vote in certain circumstances and with respect to certain matters as a class, the holders of the common stock currently have full voting rights upon all matters presented for shareholder action. Shareholders do not have the right to cumulate votes in electing directors. Preferred Stock. The holders of serial preferred stock are entitled to one vote per share, and except as otherwise provided by specific provisions of Alco's Articles of Incorporation or by Ohio law, to vote on all matters together with the holders of common stock as one class. The holders of serial preferred stock are not entitled to cumulate votes in electing directors. The Articles of Incorporation of Alco provide that in the event of default in the payment, in whole or in part, of six quarterly dividends on the serial preferred stock, whether or not consecutive, the holders of shares of serial preferred stock will be entitled to elect two directors, to serve in addition to the directors otherwise elected. Such right to elect additional directors is in lieu of all other rights of the holders of the serial preferred stock to vote for directors, and will remain in effect until no quarterly dividend is in default. It is also provided that the vote or the written consent of at least two-thirds of the outstanding shares of serial preferred stock voting as a class is necessary to effect (i) any amendment, alteration or repeal of any of the provisions of the Articles of Incorporation or the Code of Regulations of Alco which affects the voting powers, rights or preferences of the holders of the serial preferred stock, (ii) the authorization or issue of any stock, or any security convertible into any stock, ranking prior to the serial preferred stock, (iii) the purchase or redemption of less than all the serial preferred stock then outstanding (except in accordance with a stock purchase offer made to all holders of serial preferred stock) when any dividends or sinking fund obligations on the serial preferred stock are in arrears, or (iv) the sale, lease or conveyance by Alco of all or substantially all of its property or business, its voluntary liquidation or dissolution, or its consolidation with or merger into any other corporation, unless the resulting corporation will have no shares authorized or outstanding ranking prior to or on a parity with the serial preferred stock except the same number with the same rights and preferences as those of Alco authorized and outstanding immediately preceding such consolidation or merger, and unless each holder of serial preferred stock immediately prior thereto receives the same number of shares, with the same rights and 7 preferences, of the resulting corporation. It is further provided that the vote or written consent of two-thirds of the holders of shares of any series is necessary to amend the Articles of Incorporation or Code of Regulations of the Alco in such a way as to affect adversely and particularly the preferences, rights, powers or privileges of such series. No such vote or consent is required if provision has been made for the redemption of all of the serial preferred stock or any series thereof. In addition, Alco may not create additional classes of stock, increase the authorized number of shares of serial preferred stock or issue series of preferred stock ranking on a parity with the serial preferred stock with respect, in each case, to the payment of dividends and amounts upon liquidation, dissolution and winding up without the vote or written consent of at least a majority of the outstanding shares of preferred stock voting as a class. REDEMPTION PROVISIONS AND SINKING FUND Common Stock. The common stock is not redeemable. Preferred Stock. The directors are empowered to determine any redemption rights and price of each series of the serial preferred stock. The Series AA preferred stock and the depositary shares representing such stock are not redeemable prior to January 9, 1996. On and after January 9, 1996 and until January 9, 2000, the Series AA preferred stock will be redeemable, in whole or in part, at the option of Alco, for such number of shares of common stock as are issuable at a conversion price of $22.32 per share of common stock (equivalent to an approximate conversion rate of 2.2402 shares of common stock for each depositary share), subject to adjustment in certain circumstances. Alco may exercise this option only if for 20 trading days within any period of 30 consecutive days, including the last trading day of such 30 trading day period, the closing price of the Common Stock on the New York Stock Exchange ("NYSE") exceeds $29.02, subject to adjustment in certain circumstances. Subject to the market price of the common stock, Alco intends to exercise its option to redeem all of the Series AA preferred stock as soon as practicable after January 9, 1996. On and after January 9, 2000 (if the option to redeem is not previously exercised by Alco), the Series AA preferred stock will be redeemable, in whole or in part at the option of Alco, for cash at a redemption price equivalent to $50.00 per depositary share, plus accrued and unpaid dividends. The Series AA preferred stock is not entitled to the benefit of any sinking fund. The Series BB preferred stock and the depositary shares representing such stock are not redeemable. CONVERSION RIGHTS Common Stock. The common stock is not convertible into any other security. Preferred Stock. The directors are empowered to determine whether the shares of any series of the serial preferred stock will be convertible into common stock, and, if so, the conversion price or prices and the other terms or provisions of such rights. Each outstanding depositary share of Series AA preferred stock is convertible at any time prior to the close of business on the redemption date thereof at a conversion price of $22.32 per share of common stock ( equivalent to an approximate conversion rate of 2.2402 shares of common stock per depositary share). Series BB preferred shares are convertible at the option of the holder at a rate of 163.93 shares of common stock per share (1.6393 of a share of common stock per depositary share) until October 1, 1998, at which time each share will automatically convert to a number of shares of common stock determined by an exchange rate which will vary based on the market price of the common stock at that time, and which will range from 1.6393 to 2.0 shares of common stock per depositary share. The conversion rights with respect to serial preferred stock are subject to proportionate adjustment if Alco combines or splits the outstanding shares of common stock or pays a dividend in common stock. Shares of common stock issuable upon the exercise of outstanding stock options are similarly subject to proportionate adjustment in such events. Shares of serial preferred stock which have been converted must be retired and may not be reissued. 8 LIQUIDATION RIGHTS Common Stock. The holders of common stock are entitled pro rata to the assets of Alco in the event of voluntary or involuntary liquidation, subject to the rights of creditors and the rights of the holders of the serial preferred stock to receive certain per share amounts plus accrued unpaid dividends. Preferred Stock. In the event of voluntary or involuntary liquidation, the holders of preferred stock are entitled to receive the following per share amounts plus accrued unpaid dividends: Series AA, $5,000.00 ($50 per depositary share; and Series BB, $7,737.50 ($77.375 per depositary share). The serial preferred stock has priority over the common stock on any liquidation, dissolution or winding up to the extent of the liquidation price plus any accrued unpaid dividends. The directors have authority in establishing any series to determine the liquidation price for each series in the event of any liquidation, dissolution or winding up. LIABILITY FOR ASSESSMENT Outstanding shares of the common and serial preferred stock are fully paid and non-assessable. LEGAL OPINIONS The validity of the issuance of the shares of common stock offered hereby is being passed upon for Alco by Ballard Spahr Andrews & Ingersoll, Philadelphia, Pennsylvania. EXPERTS The consolidated financial statements of Alco Standard Corporation incorporated by reference in Alco Standard's Annual Report (Form 10-K) for the year ended September 30, 1995, and the related financial statement schedule included therein, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon incorporated therein by reference and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. 9 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Ohio General Corporation Law provides that a corporation shall indemnify persons who incur certain liabilities or expenses in the successful defense of a suit or a proceeding brought by reason of the fact that such persons are or were directors or officers of the corporation. Pursuant to Ohio law, Alco has adopted, as part of its Code of Regulations, provisions whereby Alco shall indemnify such persons against expenses (including attorneys' fees) reasonably incurred in connection with the successful defense of such actions. If unsuccessful in defense of a third-party civil suit or a criminal suit, or if such a suit is settled, such a person shall be indemnified under the Code of Regulations against both (1) expenses (including attorneys' fees) and (2) judgments, fines and amounts paid in settlement if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of Alco, and with respect to any criminal action, had no reasonable cause to believe his conduct was unlawful. If unsuccessful in defense of a suit brought by or in the right of Alco, or if such suit is settled, such a person shall be indemnified under such law only against expenses (including attorneys' fees) incurred in the defense or settlement of such suit if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of Alco except that if such a person is adjudged to be liable in such a suit for negligence or misconduct in the performance of his duty to Alco, he cannot be indemnified unless specific court approval is obtained. Alco has purchased liability insurance policies covering its directors and officers to provide protection where Alco cannot legally indemnify a director or officer and where a claim arises under the Employee Retirement Income Security Act of 1974 against a director or officer based upon an alleged breach of fiduciary duty or other wrongful act. ITEM 21. EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT ------- ---------------------- 3.1 Amended and Restated Articles of Incorporation of Alco Standard Corporation ("Alco"), filed as Exhibit 3.1 to Alco's 1995 Form 10-K, is incorporated herein by reference. 3.2 Code of Regulations of Alco, as amended February 9, 1982, filed as Exhibit 3(b) to Alco's 1982 Form 10-K, is incorporated herein by reference. 4.1 1993 Credit Agreement, dated as of September 30, 1993, among Alco, Alco Office Products (U.K.) and various institutional lenders, filed as Exhibit 4.1 to Alco's 1993 Form 10-K, is incorporated herein by reference. 4.2 Revolving Credit and Acceptance Agreement, dated as of April 21, 1993, among Alco, Unisource Canada Inc. and The Toronto Dominion Bank, filed as Exhibit 4.2 to Alco's 1993 Form 10-K, is incorporated herein by reference. Amendment No. I to Revolving Credit and Acceptance Agreement, filed as Exhibit 4.2 to Alco's 1994 Form 10-K, is incorporated herein by reference. 4.3 Credit Agreement, dated December 1, 1994, among Alco and various institutional lenders, filed as Exhibit 4.8 to Alco's Registration Statement No. 33-56437, is incorporated herein by reference. Amendment No. 1 dated February 1, 1995, filed as Exhibit 4.3 to Alco's 1995 Form 10-K, is incorporated herein by reference. 4.4 Receivables Purchase Agreement and Guarantee between PCA Paper Acquisition Inc., Stars Trust, Alco and Bank of Montreal, filed as Exhibit 4.4 to Alco's 1992 Form 10-K, is incorporated herein by reference. Amendment dated September 30, 1994 to Receivables Purchase Agreement, filed as Exhibit 4.4 to Alco's 1994 Form 10-K, is incorporated herein by reference.
II-1
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT ------- ---------------------- 4.5 Credit Agreement dated as of October 13, 1995 among Alco Office Systems Canada, Inc., Deutsche Bank Canada, Chemical Bank of Canada and Royal Bank of Canada, filed as Exhibit 4.5 to Alco's 1995 Form 10- K, is incorporated herein by reference. 4.6 Participation Agreement dated as of November 8, 1994 among Unisource Worldwide, Inc. and AOP, Inc. as Lessees, Alco, as Guarantor, PPI SPV, L.P., as Lessor. Pitcairn SPV Inc., as General Partner of Lessor and Trust Company Bank, as Lender and Agent, filed as Exhibit 4.6 to Alco's 1995 Form 10-K, is incorporated herein by reference. 4.7 Rights Agreement dated as of February 10, 1988 between Alco and National City Bank, filed on February 11, 1988 as Exhibit 1 to Alco's Registration Statement on Form 8-A, is incorporated herein by reference. 4.9 Assumption Agreement and Amended and Restated Note Agreement dated as of May 13, 1994 between Alco and the Prudential Insurance Company of America, filed as Exhibit 4.5 to Alco's 1994 Form 10-K, is incorporated herein by reference. Amendment No. 1 dated September 30, 1995, filed as Exhibit 4.8 to Alco's 1995 Form 10-K, is incorporated herein by reference. 4.9 Note Purchase Agreement between Alco and various purchasers dated July 15, 1995 for $55 million in 7.15% Notes due November 15, 2005, filed as Exhibit 4.9 to Alco's 1995 Form 10-K, is incorporated herein by reference. 4.10 Pursuant to Regulation S-K item 601(b)(iii), Alco agrees to furnish to the Commission, upon request, a copy of other instruments defining the rights of holders of long-term debt of Alco and its subsidiaries. 5 Opinion of Ballard Spahr Andrews & Ingersoll with respect to the legality of the securities being registered.* 7 Opinion of Ballard Spahr Andrews & Ingersoll with respect to the liquidation preference of preferred stock.* 10.1 Note Purchase Agreement, dated as of June 15, 1986 between Alco and certain institutional investors, filed as Exhibit 4.2 to Alco's Current Report, dated July 1, 1988, on Form 8-K, is incorporated herein by reference. 10.2 Alco Standard Corporation Long Term Incentive Compensation Plan, as amended. 10.3 Alco Standard Corporation Annual Bonus Plan, filed as Exhibit 10.3 to Alco's 1994 Form 10-K, is incorporated herein by reference. 10.4 Alco Standard Corporation Partners' Stock Purchase Plan, filed as Exhibit 10.4 to Alco's 1994 Form 10-K, is incorporated herein by reference. 10.5 Alco Standard Corporation 1981 Stock Option Plan, filed as Exhibit 10.5 to Alco's 1992 Form 10-K, is incorporated herein by reference. 10.6 Alco Standard Corporation Amended and Restated 1986 Stock Option Plan, filed as Exhibit 10.6 to Alco's 1995 Form 10-K, is incorporated herein by reference. 10.7 Alco Standard Corporation 1989 Directors' Stock Option Plan, filed as Exhibit 10.3 to Alco's 1992 Form 10-K, is incorporated herein by reference. 10.8 Alco Standard Corporation 1993 Directors' Stock Option Plan, filed as Exhibit 10.7 to Alco's 1993 Form 10-K, is incorporated herein by reference. 10.9 Alco Standard Corporation 1995 Stock Option Plan, filed as Exhibit 94 to Alco's Registration Statement No. 33-56469 on Form S-8, is incorporated herein by reference. 10.10 Alco Standard Corporation 1980 Deferred Compensation Plan, filed as Exhibit 10.7 to Alco's 1992 Form 10-K, is incorporated herein by reference.
II-2
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT ------- ---------------------- 10.11 Alco Standard Corporation 1985 Deferred Compensation Plan, filed as Exhibit 10.8 to Alco's 1992 Form 10-K, is incorporated herein by reference. 10.12 Alco Standard Corporation 1991 Deferred Compensation Plan, filed as Exhibit 10.9 to Alco's 1992 Form 10-K, is incorporated herein by reference. 10.13 Alco Standard Corporation Executive Deferred Compensation Plan. 10.14 Alco Standard Corporation Amended and Restated 1994 Deferred Compensation Plan, filed as Exhibit 10.14 to Alco's 1995 Form 10-K, is incorporated herein by reference. 10.15 Alco Standard Corporation Retirement Plan for Non-Employee Directors, filed as Exhibit 10.10 to Alco's 1992 Form 10-K, is incorporated herein by reference. 10.16 Indenture, dated as of April 1, 1986 between Alco and the Chase Manhattan Bank, N.A., as Trustee, filed as Exhibit 4.1 to Alco's Registration Statement No. 30-4829, is incorporated herein by reference. 10.17 Support Agreement dated as of June 1, 1994 between Alco and Alco Capital Resource, Inc. (Alco's leasing subsidiary), filed as Exhibit 10.4 to Alco Capital Resource's Amended Registration Statement in Form 10-12G/A dated May 27, 1994, is incorporated herein by reference. 10.18 Maintenance Agreement, dated as of August 15, 1991 between Alco and Alco Capital Resource, Inc. (Alco's leasing subsidiary), filed as Exhibit 10.2 to Alco Capital Resource's Registration Statement on Form 10 dated May 4, 1994, is incorporated herein by reference. 10.19 Operating Agreement, dated as of August 15, 1991 between Alco and Alco Capital Resource, Inc. (Alco's leasing subsidiary), filed as Exhibit 10.3 to Alco Capital Resource's Registration Statement on Form 10 dated May 4, 1994, is incorporated herein by reference. 10.20 Agreement effective January 1, 1994 between Unisource Worldwide, Inc. and Integrated Systems Solution Corporation, a subsidiary of IBM, portions of which contain confidential material, filed as Exhibit 10.20 to Alco's 1994 Form 10-K/A filed on March 17, 1995, is incorporated herein by reference. 10.21 Receivables Transfer Agreement dated as of September 23, 1994 Among Alco Capital Resource, Inc., Twin Towers, Inc. and Deutsche Bank AG, New York Branch, portions of which contain confidential material, filed as Exhibit 10.21 to Alco's 1994 Form 10-K/A filed on March 17, 1995, is incorporated herein by reference. 10.22 Distribution Agreement dated as of July 1, 1995 between Alco Capital Resource, Inc. and various distribution agents, filed as Exhibit 10.21 to Alco's 1995 Form 10-K, is incorporated herein by reference. 10.23 Indenture dated as of July 1, 1994 between Alco Capital Resource, Inc. and Nations Bank, N.A., as Trustee, filed as Exhibit 4 to Alco Capital Resource's Registration Statement No. 33-53779, is incorporated herein by reference. 10.24 Indenture dated as of July 1, 1995 between Alco Capital Resource, Inc. and Chemical Bank, N.A., as Trustee, filed as Exhibit 10.23 to Alco's 1995 Form 10-K, is incorporated herein by reference. 11 Statement re: Computation of earnings per share, filed as Exhibit 11 to Alco's 1995 Form 10-K, is incorporated herein by reference. 21 Subsidiaries of Alco, filed as Exhibit 21 to Alco's 1995 Form 10-K, is incorporated herein by reference. 23 Auditors' Consent. 24 Powers of Attorney.* 24.1 Certified resolution re: Powers of Attorney. 27 Financial Data Schedule.*
- -------- * Previously Filed II-3 ITEM 22. UNDERTAKINGS The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this 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 the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by Alco pursuant to Section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose 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. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes 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 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. The undersigned registrant hereby undertakes to supply by means of a post- effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. The undersigned registrant hereby undertakes 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 reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. The registrant undertakes that every prospectus (i) that is filed pursuant to the immediately preceding paragraph, 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 a 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. The undersigned registrant hereby undertakes 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 II-4 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. 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 under Item 15 above, 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 against the registrant by such director, officer or controlling persons 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. II-5 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE REGISTRANT HAS DULY CAUSED THIS POST-EFFECTIVE AMENDMENT ON FORM S-4 TO REGISTRATION STATEMENT NO. 33-64739 ON FORM S-1 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN VALLEY FORGE, PENNSYLVANIA, ON THE DATES SET FORTH BELOW. Alco Standard Corporation Date: January 5, 1996 By: /s/ Michael J. Dillon ---------------------------------- (MICHAEL J. DILLON) VICE PRESIDENT AND CONTROLLER (PRINCIPAL ACCOUNTING OFFICER) PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS POST-EFFECTIVE AMENDMENT ON FORM S-4 TO REGISTRATION STATEMENT NO. 33-64739 ON FORM S-1 HAS BEEN SIGNED BELOW ON JANUARY 5, 1996 BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES INDICATED.
SIGNATURE TITLE DATE --------- ----- ---- *John E. Stuart Chairman, President January 5, 1996 - ------------------------------------- and Chief Executive (JOHN E. STUART) Officer (Principal Executive Officer) and a Director *James J. Forese Executive Vice January 5, 1996 - ------------------------------------- President, Chief (JAMES J. FORESE) Operating Officer, Acting Chief Financial Officer and a Director /s/ Michael J. Dillon Vice President and January 5, 1996 - ------------------------------------- Controller (MICHAEL J. DILLON) (Principal Accounting Officer) *Ray B. Mundt Director January 5, 1996 - ------------------------------------- (RAY B. MUNDT) *J. Mahlon Buck, Jr. Director January 5, 1996 - ------------------------------------- (J. MAHLON BUCK, JR.) *Paul J. Darling, II Director January 5, 1996 - ------------------------------------- (PAUL J. DARLING, II)
II-6
SIGNATURE TITLE DATE --------- ----- ---- *William F. Drake, Jr. Director January 5, 1996 - ------------------------------------- (WILLIAM F. DRAKE, JR.) *Frederick S. Hammer Director January 5, 1996 - ------------------------------------- (FREDERICK S. HAMMER) *Barbara Barnes Hauptfuhrer Director January 5, 1996 - ------------------------------------- (BARBARA BARNES HAUPTFUHRER) *Dana G. Mead Director January 5, 1996 - ------------------------------------- (DANA G. MEAD) *Paul C. O'Neill Director January 5, 1996 - ------------------------------------- (PAUL C. O'NEILL) *Rogelio G. Sada Director January 5, 1996 - ------------------------------------- (ROGELIO G. SADA) *James W. Stratton Director January 5, 1996 - ------------------------------------- (JAMES W. STRATTON)
* By his signature set forth below, Hugh G. Moulton, pursuant to duly executed Powers of Attorney duly filed with the Securities and Exchange Commission, has signed this Post-Effective Amendment on Form S-4 to Registration Statement No. 33-64739 on Form S-1 on behalf of the persons whose signatures are printed above, in the capacities set forth opposite their respective names. /s/ Hugh G. Moulton January 5, 1996 - ------------------------------------- (HUGH G. MOULTON)
II-7 INDEX TO EXHIBITS
EXHIBIT PAGE NUMBER DESCRIPTION OF EXHIBIT NO. ------- ---------------------- ---- 3.1 Amended and Restated Articles of Incorporation of Alco Standard Corporation ("Alco"), filed as Exhibit 3.1 to Alco's 1995 Form 10-K, is incorporated herein by reference. 3.2 Code of Regulations of Alco, as amended February 9, 1982, filed as Exhibit 3(b) to Alco's 1982 Form 10-K, is incorporated herein by reference. 4.1 1993 Credit Agreement, dated as of September 30, 1993, among Alco, Alco Office Products (U.K.) and various institutional lenders, filed as Exhibit 4.1 to Alco's 1993 Form 10-K, is incorporated herein by reference. 4.2 Revolving Credit and Acceptance Agreement, dated as of April 21, 1993, among Alco, Unisource Canada Inc. and The Toronto Dominion Bank, filed as Exhibit 4.2 to Alco's 1993 Form 10-K, is incorporated herein by reference. Amendment No. I to Revolving Credit and Acceptance Agreement, filed as Exhibit 4.2 to Alco's 1994 Form 10-K, is incorporated herein by reference. 4.3 Credit Agreement, dated December 1, 1994, among Alco and various institutional lenders, filed as Exhibit 4.8 to Alco's Registration Statement No. 33-56437, is incorporated herein by reference. Amendment No. 1 dated February 1, 1995, filed as Exhibit 4.3 to Alco's 1995 Form 10-K, is incorporated herein by reference. 4.4 Receivables Purchase Agreement and Guarantee between PCA Paper Acquisition Inc., Stars Trust, Alco and Bank of Montreal, filed as Exhibit 4.4 to Alco's 1992 Form 10-K, is incorporated herein by reference. Amendment dated September 30, 1994 to Receivables Purchase Agreement, filed as Exhibit 4.4 to Alco's 1994 Form 10-K, is incorporated herein by reference. 4.5 Credit Agreement dated as of October 13, 1995 among Alco Office Systems Canada, Inc., Deutsche Bank Canada, Chemical Bank of Canada and Royal Bank of Canada, filed as Exhibit 4.5 to Alco's 1995 Form 10-K, is incorporated herein by reference. 4.6 Participation Agreement dated as of November 8, 1994 among Unisource Worldwide, Inc. and AOP, Inc. as Lessees, Alco, as Guarantor, PPI SPV, L.P., as Lessor. Pitcairn SPV Inc., as General Partner of Lessor and Trust Company Bank, as Lender and Agent, filed as Exhibit 4.6 to Alco's 1995 Form 10-K, is incorporated herein by reference. 4.7 Rights Agreement dated as of February 10, 1988 between Alco and National City Bank, filed on February 11, 1988 as Exhibit I to Alco's Registration Statement on Form 8-A, is incorporated herein by reference. 4.9 Assumption Agreement and Amended and Restated Note Agreement dated as of May 13, 1994 between Alco and the Prudential Insurance Company of America, filed as Exhibit 4.5 to Alco's 1994 10-K, is incorporated herein by reference. Amendment No. 1 dated September 30, 1995, filed as Exhibit 4.8 to Alco's 1995 Form 10-K, is incorporated herein by reference. 4.9 Note Purchase Agreement between Alco and various purchasers dated July 15, 1995 for $55 million in 7.15% Notes due November 15, 2005, filed as Exhibit 4.9 to Alco's 1995 Form 10-K, is incorporated herein by reference. 4.10 Pursuant to Regulation S-K item 601(b)(iii), Alco agrees to furnish to the Commission, upon request, a copy of other instruments defining the rights of holders of long-term debt of Alco and its subsidiaries. 5 Opinion of Ballard Spahr Andrews & Ingersoll with respect to the legality of the securities being registered.* 7 Opinion of Ballard Spahr Andrews & Ingersoll with respect to the liquidation preference of preferred stock.*
EXHIBIT PAGE NUMBER DESCRIPTION OF EXHIBIT NO. ------- ---------------------- ---- 10.1 Note Purchase Agreement, dated as of June 15, 1986 between Alco and certain institutional investors, filed as Exhibit 4.2 to Alco's Current Report, dated July 1, 1988, on Form 8-K, is incorporated herein by reference. 10.2 Alco Standard Corporation Long Term Incentive Compensation Plan, as amended. 10.3 Alco Standard Corporation Annual Bonus Plan, filed as Exhibit 10.3 to Alco's 1994 Form 10-K, is incorporated herein by reference. 10.4 Alco Standard Corporation Partners' Stock Purchase Plan, filed as Exhibit 10.4 to Alco's 1994 Form 10-K, is incorporated herein by reference. 10.5 Alco Standard Corporation 1981 Stock Option Plan, filed as Exhibit 10.5 to Alco's 1992 Form 10-K, is incorporated herein by reference. 10.6 Alco Standard Corporation Amended and Restated 1986 Stock Option Plan, filed as Exhibit 10.6 to Alco's 1995 Form 10-K, is incorporated herein by reference. 10.7 Alco Standard Corporation 1989 Directors' Stock Option Plan, filed as Exhibit 10.3 to Alco's 1992 Form 10-K, is incorporated herein by reference. 10.8 Alco Standard Corporation 1993 Directors' Stock Option Plan, filed as Exhibit 10.7 to Alco's 1993 Form 10-K, is incorporated herein by reference. 10.9 Alco Standard Corporation 1995 Stock Option Plan, filed as Exhibit 94 to Alco's Registration Statement No. 33-56469 on Form S-8, is incorporated herein by reference. 10.10 Alco Standard Corporation 1980 Deferred Compensation Plan, filed as Exhibit 10.7 to Alco's 1992 Form 10-K, is incorporated herein by reference. 10.11 Alco Standard Corporation 1985 Deferred Compensation Plan, filed as Exhibit 10.8 to Alco's 1992 Form 10-K, is incorporated herein by reference. 10.12 Alco Standard Corporation 1991 Deferred Compensation Plan, filed as Exhibit 10.9 to Alco's 1992 Form 10-K, is incorporated herein by reference. 10.13 Alco Standard Corporation Executive Deferred Compensation Plan. 10.14 Alco Standard Corporation Amended and Restated 1994 Deferred Compensation Plan, filed as Exhibit 10.14 to Alco's 1995 Form 10-K, is incorporated herein by reference. 10.15 Alco Standard Corporation Retirement Plan for Non-Employee Directors, filed as Exhibit 10.10 to Alco's 1992 Form 10-K, is incorporated herein by reference. 10.16 Indenture, dated as of April 1, 1986 between Alco and the Chase Manhattan Bank, N.A., as Trustee, filed as Exhibit 4.1 to Alco's Registration Statement No. 30-4829, is incorporated herein by reference. 10.17 Support Agreement dated as of June 1, 1994 between Alco and Alco Capital Resource, Inc. (Alco's leasing subsidiary), filed as Exhibit 10.4 to Alco Capital Resource's Amended Registration Statement in Form 10- I 2G/A dated May 27, 1994, is incorporated herein by reference. 10.18 Maintenance Agreement, dated as of August 15, 1991 between Alco and Alco Capital Resource, Inc. (Alco's leasing subsidiary), filed as Exhibit 10.2 to Alco Capital Resource's Registration Statement on Form 10 dated May 4, 1994, is incorporated herein by reference. 10.19 Operating Agreement, dated as of August 15, 1991 between Alco and Alco Capital Resource, Inc. (Alco's leasing subsidiary), filed as Exhibit 10.3 to Alco Capital Resource's Registration Statement on Form 10 dated May 4, 1994, is incorporated herein by reference. 10.20 Agreement effective January 1, 1994 between Unisource Worldwide, Inc. and Integrated Systems Solution Corporation, a subsidiary of IBM, portions of which contain confidential material, filed as Exhibit 10.20 to Alco's 1994 Form 10-K/A filed on March 17, 1995, is incorporated herein by reference.
EXHIBIT PAGE NUMBER DESCRIPTION OF EXHIBIT NO. ------- ---------------------- ---- 10.21 Receivables Transfer Agreement dated as of September 23, 1994 Among Alco Capital Resource, Inc., Twin Towers, Inc. and Deutsche Bank AG, New York Branch, portions of which contain confidential material, filed as Exhibit 10.21 to Alco's 1994 Form 10-K/A filed on March 17, 1995, is incorporated herein by reference. 10.22 Distribution Agreement dated as of July 1, 1995 between Alco Capital Resource, Inc. and various distribution agents, filed as Exhibit 10.21 to Alco's 1995 Form 10-K, is incorporated herein by reference. 10.23 Indenture dated as of July 1, 1994 between Alco Capital Resource, Inc. and Nations Bank, N.A., as Trustee, filed as Exhibit 4 to Alco Capital Resource's Registration Statement No. 33-53779, is incorporated herein by reference. 10.24 Indenture dated as of July 1, 1995 between Alco Capital Resource, Inc. and Chemical Bank, N.A., as Trustee, filed as Exhibit 10.23 to Alco's 1995 Form 10-K, is incorporated herein by reference. 11 Statement re: Computation of earnings per share, filed as Exhibit 11 to Alco's 1995 Form 10-K, is incorporated herein by reference. 21 Subsidiaries of Alco, filed as Exhibit 21 to Alco's 1995 Form 10-K, is incorporated herein by reference. 23 Auditors' Consent. 24 Powers of Attorney.* 24.1 Certified resolution re: Powers of Attorney. 27 Financial Data Schedule.*
- -------- * Previously Filed EX-10.2 2 LONGTERM INCENTIVE PLAN Exhibit 10.2 ALCO STANDARD CORPORATION LONG TERM INCENTIVE COMPENSATION PLAN 1. Purpose. The Alco Standard Corporation Long-Term Incentive Plan is ------- adopted effective October 1, 1994 for the purpose of motivating, recognizing and rewarding performance at the corporate, group and business unit levels which enhances long term shareholder value. The Plan has been designed and is intended to operate in a manner consistent with Alco Standard Corporation's decentralized operating philosophy and multitiered organizational structure. 2. Eligibility. Participation in the Plan shall be limited to ----------- employees of Alco Standard Corporation ("Alco" or the "Company"). 3. Shares. No more than 2,500,000 shares of common stock, no par ------ value, of Alco ("Shares") may be issued under the Plan. Shares subject to awards which have been forfeited pursuant to the terms of the Plan may again be awarded pursuant to the Plan. 4. Adjustments. If the outstanding Shares are increased, decreased or ----------- exchanged for a different number or kind of shares or other securities, or if additional Shares or other property (other than ordinary cash dividends) are distributed with respect to such Shares or other securities, through merger, consolidation, sale of all or substantially all of the assets of the Company, reorganization, recapitalization, reclassification, dividend, stock split, reverse stock split, spin off, split off, or other distribution with respect to such Shares or other securities, an appropriate and proportionate adjustment may be made in (i) the maximum number and kind of shares that may be issued under the Plan and (ii) the number and kind of shares or other securities subject to then outstanding awards. No fractional shares will be issued under the Plan on account of any such adjustments. 5. Administration and Interpretation. The Plan as it applies to --------------------------------- participants who are executive officers of Alco shall be administered by a committee of the Board of Directors of Alco (the "Committee"), which shall consist of two or more directors, each of whom is a "disinterested person" within the meaning of Rule 16b-3(c) under the Securities Exchange Act of 1934 and an "outside director" within the meaning of Section 162(m) of the Internal Revenue Code and applicable regulations thereunder. The Committee may make such rules and establish such procedures as it deems appropriate for the administration of the Plan as it applies to executive officers. In the event of any disagreement as to the interpretation of the Plan or any rule or procedure thereunder, the decision of the Committee shall be final and binding upon all persons in interest. The Plan as it applies to participants who are not executive officers of Alco shall be administered by the Chief Executive Officer of Alco. The Chief Executive Officer may make such rules and establish such procedures as it deems appropriate for the administration of the Plan as it applies to non- executive officers. In the event of any disagreement as to the interpretation of the Plan or any rule or procedure thereunder, the decision of the Chief Executive Officer shall be final and binding upon all persons in interest. 6. Awards. The Committee shall have the authority to make awards ------ ("Awards") under the Plan to any executive officer. At the time an Award is made, the Committee shall specify (i) the number of Shares subject to the Award, (ii) the objective performance goals that must be met in order for the executive officer to receive all or any of the Shares and (iii) the time period within which the performance goals must be met ("Performance Period"). The performance goals specified by the Committee may relate to the performance of an executive officer's business unit or the performance of the Company as a whole, or to any combination of the foregoing. Measurements of performance may include stock price, sales, earnings per share, return on equity, return on assets, growth in assets, total shareholder return or such other objective performance goals as may be established by the Committee. The number of Awards, if any, made each year, the executive officers to whom and the time or times at which Awards are made, the number of Shares included in any Award, the performance goals applicable to each Award and the other terms and provisions of such Award shall be wholly within the discretion of the Committee, subject to the overall limit prescribed in Section 3. -1- The Chief Executive Officer shall have the authority to make awards ("Awards") under the Plan to any eligible non-executive officer. At the time an Award is made, the Chief Executive Officer shall specify (i) the number of Shares subject to the Award, (ii) the objective performance goals that must be met in order for the employee to receive all or any of the Shares and (iii) the time period within which the performance goals must be met ("Performance Period"). The performance goals specified by the Chief Executive Officer may relate to the performance of an employee's business unit or the performance of the Company as a whole, or to any combination of the foregoing. Measurements of performance may include stock price, sales, earnings per share, return on equity, return on assets, growth in assets, total shareholder return or such other objective performance goals as may be established by the Chief Executive Officer. The number of Awards, if any, made each year, the employees to whom and the time or times at which Awards are made, the number of Shares included in any Award, the performance goals applicable to each Award and the other terms and provisions of such Award shall be wholly within the discretion of the Chief Executive Officer, subject to the overall limit prescribed in Section 3. 7. Certification; Forfeiture. If the Committee or Chief Executive ------------------------- Officer (as applicable) shall certify, after the end of the Performance Period, that the applicable performance goals have been met, Alco shall cause a stock certificate representing the number of Shares earned pursuant to the Award to be issued in the name of, and delivered to, the employee, subject to reduction in the number of Shares in the event that the employee elects to receive a portion of the Award in cash pursuant to Section 12. If the Committee or Chief Executive Officer (as applicable) does not so certify, the Award shall be forfeited. Unless otherwise determined by the Committee or Chief Executive Officer, an Award will be forfeited if the participant is not an employee of the Company on the last day of the Performance Period, subject to the provisions of Section 9 hereof. 8. Certificate. Each Award shall be evidenced by a Stock Award ----------- Certificate, which shall specify the number of Shares subject to the Award, the Performance Period, and the applicable performance goals. In addition, the Committee or Chief Executive Officer, as applicable, may specify additional terms, not inconsistent with this Plan, by rules of general application or by specific direction in connection with a particular Award or group of Awards. 9. Termination of Employment -- Unless otherwise determined by the ------------------------- Committee or Chief Executive Officer, as applicable, an Award will be forfeited if the participant ceases to be a full-time active employee of Alco and its subsidiaries before the end of the Performance Period for any reason other than death or total disability. If the participant becomes totally disabled (as defined in Alco's Long-Term Disability Plan) or dies before the end of the Performance Period, the participant (or estate or legal heir) shall generally be entitled to receive a prorated Award (payable, if earned, after the end of the Performance Period). If the participant's full-time active employment terminates prior to the end of the Performance Period due to early retirement, voluntary or involuntary termination, demotion, transfer to part-time status, or for any reason other than disability or death, the Award will be forfeited. In the event the participant transfers to a position as a full-time active employee of another business unit within Alco prior to the end of the Performance Period, the Committee or Chief Executive Officer, as applicable, may make an adjustment in the amount of the Award, the Performance Period and/or performance goals associated with the Award, and/or may determine that the Award should be forfeited in part or its entirety. Any such adjustment is in the sole discretion of the Committee or Chief Executive Officer, as applicable. Before making any such adjustment for an executive officer, however, the Committee shall take into consideration the requirements of Section 162(m) of the Internal Revenue Code and the applicable regulations thereunder. 10. Common Stock Subject to Award. Shares issued pursuant to Awards ----------------------------- may be unissued shares or treasury shares, including shares bought on the open market. 11. Rights of Participant in Shares. A participant shall not be deemed ------------------------------- to be the holder of, or to have the rights of a holder with respect to, any Shares subject to an Award unless and until a stock certificate representing such Shares is issued to such participant. -2- 12. Tax Withholding. At the election of the employee, the Company --------------- shall reduce and withhold the number of Shares which become issuable pursuant to the Award by up to one-third of the total number of Shares and shall apply an amount equal to the 100% of the fair market value of the Shares so withheld to applicable federal, state, city, non-U.S. and other taxes required to be withheld by the Company pursuant to any statutes or other governmental regulation or ruling. 13. Nonassignment. Any Award and the rights and privileges conferred ------------- hereby shall not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and shall not be subject to execution, attachment or similar process. 14. Plan and Award Not to Affect Employment, Neither this Plan nor any --------------------------------------- Award shall confer upon any employee any right to continue in the employ of the Company. 15. Amendment of Plan. The Board of Directors of Alco may terminate ----------------- the Plan or make such amendments to the Plan as it deems necessary or advisable, provided, however, that unless otherwise required by law, no such amendment may impair the rights of any participant under any Award previously granted without such participant's consent. 16. Successors. The Plan shall be binding upon and inure to the ---------- benefit of any successor, successors or assigns of Alco. 17. Severability. If any part of the Plan shall be determined to be ------------ invalid or void in any respect, such determination shall not affect, impair, invalidate or nullify the remaining provisions of the Plan which shall continue in full force and effect. 18. Governing Law. The Plan and actions taken in connection herewith ------------- shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania. 19. Construction. Wherever any words are used in the Plan in the ------------ masculine gender they shall be construed as though they were also used in the feminine gender in all cases where they would so apply, and wherever any words are used herein in the singular form they shall be construed as though they were also used in the plural form in all cases where they would so apply. 20. Liability of Plan Administrators, No administrator of the Plan -------------------------------- shall be liable, in the absence of bad faith or willful misconduct, for any act or omission with respect to administration of the Plan. Service as a Plan Administrator, whether on the Committee or as Chief Executive Officer, shall constitute service as a director of the Company so that the plan administrators named herein shall be entitled to indemnification and reimbursement as directors of the Company pursuant to its Code of Regulations. 21. Other Benefits. Neither the receipt of an Award nor the issuance -------------- of Shares pursuant to an Award shall be deemed compensation for purposes of computing benefits under any retirement plan nor affect any benefits under any other benefit plan now or hereafter in effect under which the availability or amount of benefits is related to the level of compensation. 22. Costs. Unless otherwise determined by the Board of Directors, the ----- Company shall bear all expenses incurred in administering the Plan, including expenses of issuing Shares pursuant to an Award. 23. Effective Date. The Plan shall be effective October 1, 1992. -------------- 24. Termination of the Plan. No Award shall be made after September ----------------------- 30, 2004. However, Awards made prior to such date shall continue to be governed in accordance with the terms of the Plan and participants shall be entitled to receive payment for such Awards under the terms of the Plan. -3- EX-10.13 3 EXECUTIVE DEFERRED COMPENSATION PLAN Exhibit 10.13 December 14, 1995 ALCO STANDARD CORPORATION EXECUTIVE DEFERRED COMPENSATION PLAN The Plan Alco Standard Corporation ("Alco") is offering to certain of its employees the opportunity to participate in the Alco Standard Corporation Executive Deferred Compensation Plan (the "Plan"), pursuant to which participants may defer a portion of their compensation and receive payment on a future date specified by them. The full text of the Plan is set forth beginning on page 9 of this document. This document sets forth information about the Plan, but should be read in conjunction with the text of the Plan itself. Alco's principal office is located at Wayne, Pennsylvania 19087. Its telephone number is (610) 296-8000. Alco's federal tax identification number is 23-0334400. Eligibility You are eligible to participate in the Plan if you are: --An employee of Alco; --Holding an unvested award under Alco's Long Term Incentive Compensation Plan ("LTIP"); and --A U.S. taxpayer. Election to Participate Participation in the Plan is voluntary. To participate, you must sign an election form ("Election Form") which expresses your commitment to participate in the Plan for the following calendar year and sets forth (a) the amount and type of compensation you want to defer (e.g., salary, bonus, LTIP payout), (b) how such deferred compensation should be "invested", (c) when the deferred compensation should be paid to you and (d) a beneficiary to whom payments should be made in the event of your death. You may also be required to sign additional forms, if requested by the Plan Administrator. Deferral Amount In your Election Form, you may elect to defer receipt of all or a portion of your salary and/or bonus to be earned during the following calendar year and all or a portion of any shares of Alco common stock or cash that you earn as an LTIP payout during the following calendar year. If you elect to defer cash compensation, the amount you elect to defer must be at least $5,000. There is no maximum limit on your deferrals. Deferrals from salary will generally be deducted through payroll deduction in substantially equal installments. If you terminate employment, your deferral of salary will immediately cease. Deferral Election Before the end of each calendar year during which you meet the eligibility requirements for participating in the Plan, you will receive an Election Form and will have the opportunity to elect to defer compensation to be earned in the following calendar year until such future date (or dates) as you may specify in your Election Form. Amounts must be deferred until at least January of the year following the year in which the compensation would have been paid (but for the election to defer). You may defer receipt of your compensation to any date (or dates) thereafter that is not later than January following the year in which you reach age 60, or, if later, January following the year in which you retire from Alco. All distributions will be made in a lump sum in January of the year specified in your Election Form, valued as of December 31. If you prefer, you may elect to receive distributions in substantially equal annual installments over a period not to exceed ten years, beginning in January of the year specified in your Election Form. Investment Accounts Cash Account. Cash amounts that you defer under the Plan will be credited ------------ to a cash deferral account ("Cash Account") established by Alco in your name. Your Cash Account will be "indexed", or credited with earnings based on the performance of various investment alternatives selected by you. In other words, Alco will measure the performance of these funds, and will credit your account accordingly. Alco may, but is not obligated to, use participant deferrals to invest in the investment funds described on the following page (Alco's current intention is to use participant deferrals to purchase life insurance on the lives of employees participating in the Plan). You will at all times remain a general unsecured creditor of Alco. 2 In your Election Form, you may allocate your Cash Account balance among one or more of the following alternatives (or such other alternatives as Alco may designate from time to time), in any combination of whole percentages adding up to 100%. No amounts in your Cash Account may be allocated to Alco common stock. . Growth Alternative - pursues capital growth through investment in common stocks of financially sound companies believed to have above average earnings or otherwise provide above average potential for capital appreciation. . Value Equity Alternative - pursues capital growth through a conservative investment approach designed to increase capital with reasonable risk through investment in common stocks of established companies. . Balanced Alternative - pursues long-term capital growth and reasonable current income without undue risk to principal through investment in both common stocks and bonds. . Limited Maturity Bond Alternative - seeks to achieve the highest current income consistent with low risk to principal and liquidity through investment in a diversified group of short to intermediate term debt securities. Average maturity will not exceed 5 years. . Government Income Alternative - seeks a high level of current income and total return consistent with safety of principal through investment in debt securities issued or guaranteed by the U.S. Government, including Government Mortgage-backed securities. . Short-Term Investment Alternative - pursues maximum current income consistent with liquidity and preservation of capital through investment in money market securities. . Quality Equity Alternative - seeks to attain the highest total investment return consistent with prudent risk through a fully managed investment policy utilizing equity securities, primarily common stocks of large-capitalization companies, as well as investment grade debt and convertible securities. . Equity Growth Alternative - seeks to attain long-term growth of capital by investing primarily in common stocks of relatively small companies believed to have 3 special investment value and emerging growth companies regardless of size. . International Equity Focus Alternative - seeks to obtain capital appreciation through investment in securities, principally equities, of issuers in countries other than the United States. Neuberger & Berman Management, Inc. serves as the investment adviser to the Growth, Value Equity, Balanced, Limited Maturity Bond, Government Income and Short-Term Investment Alternatives. Merrill Lynch Asset Management L.P. manages the Quality Equity, Equity Growth and International Equity Focus Alternatives. You will receive additional information for each of the above Alternatives from the Plan Administrator. The above descriptions are qualified in their entirety by reference to such information. You may change your allocation among the various alternatives once during any calendar quarter. Any change you request will become effective as of the first day of the next calendar quarter. The value of the benefit you ultimately receive under the Plan depends on the returns credited to your account, based on your selection of alternatives. There is no guaranteed rate of return on your account under the Plan. Stock Account. Shares of Alco common stock that you defer under the Plan ------------- will be credited to a stock deferral account ("Stock Account") established by Alco in your name. The Stock Account will be denominated in share units (representing the right to receive an equivalent number of shares of Alco common stock). Whenever cash dividends are paid in respect of Alco common stock, the amount of such dividends will be credited to your Stock Account in the form of additional share units. Alco intends to contribute all shares of Alco common stock deferred pursuant to the Plan to a so-called rabbi trust. The rabbi trust will be deemed to be the owner of such shares for tax purposes (but if you are an officer of Alco, you may continue to report such shares on your Form 4 filings). The trustee of the rabbi trust and will have all of the rights of ownership of the shares, including the right to vote and to receive dividends in respect of such shares. The trustee is expected (but not obligated) to reinvest cash dividends paid in respect of shares held in the trust to purchase additional shares of Alco common stock. Shares held in the trust will be subject to the claims of Alco's creditors. If you decide that you no longer want your account to be indexed to Alco common stock, you may transfer all or any part of your Stock Account (valued as of the end of the calendar quarter in which you request the transfer) into your Cash Account and 4 allocate the amount so transferred among the cash alternatives listed above, effective as of the first day of the next calendar quarter. Note, however, that any amounts transferred out of your Stock Account must remain in your Cash Account and may not be transferred back into your Stock Account. If you are an officer of Alco, any transfers out of your Stock Account will be deemed a "sale" of Alco common stock for purposes of Section 16(b) of the Securities Exchange Act of 1934. All distributions from the Stock Account will be made in shares of Alco common stock (and cash in lieu of fractional shares) unless you elect, subject to the approval of the Plan Administrator, to receive your distributions in cash. Vesting You will be fully vested in your account at all times. Death Benefits If you die before you have received full payment of amounts to which you are entitled under the Plan, your beneficiary will receive the balance in your Cash Account and your Stock Account (valued as of the end of the calendar quarter in which you die) in a lump sum as soon as administratively practicable following your date of death, notwithstanding any contrary election in your Election Form. Distributions from your Stock Account will be made in shares of Alco common stock (and cash in lieu of fractional shares) unless your beneficiary elects, subject to the approval of the Plan Administrator, to receive the distribution in cash. Termination of Employment If your employment with Alco terminates prior to age 60(for any reason, including disability), you will receive the balance in your Cash Account and your Stock Account (valued as of the end of the calendar year in which you terminate employment) in a lump sum in January of the year following your date of termination, notwithstanding any contrary election in your Election Form. Distributions from your Stock Account will be made in shares of Alco common stock (and cash in lieu of fractional shares) unless you elect, subject to the approval of the Plan Administrator, to receive your distribution in cash. Unsecured Obligation Other than the assets held in the rabbi trust, no specific assets or funds will be set aside for the payment of amounts to which you may be entitled under the Plan. The obligations of Alco under the Plan will not be secured in any manner and will, at all times, be subject to the claims of Alco's creditors. Your 5 interest in the Plan or an Election Form may not be assigned, transferred, pledged, encumbered, alienated or charged. Other Employee Benefit Plans Participation in the Plan does not in any way affect your right to participate in any pension, profit-sharing, incentive, thrift, group health insurance, stock option, termination pay, or similar plan of Alco except that the deferrals will not be included in determining your benefits under any retirement plans qualified under section 401(a) of the Internal Revenue Code. Deferrals under this Plan will be included as compensation for purposes of calculating the level of contributions under Alco's Partners' Stock Purchase Plan. Employee Retirement Income Security Act of 1974 The Plan is a "pension plan" as defined in the Employee Retirement Income Security Act of 1974 ("ERISA") and is subject to certain provisions of ERISA, including certain requirements relating to reporting, disclosure, enforcement and claims. The Plan is unfunded for purposes of ERISA. The Plan is not subject to eligibility, participation, vesting, benefit accrual, or plan termination insurance provisions of ERISA. Administration The Plan provides that authority for the administration and interpretation of the Plan will be vested in a Committee selected by the Board of Directors of Alco (the "Committee"). The Board of Directors may at any time change the membership of the Committee. The Committee will from time to time appoint a Plan Administrator who will be responsible for the general administration of the Plan under the policy guidance of the Committee. William M. Bauer, Director of Risk Management of Alco, P.O. Box 834, Valley Forge, PA 19482 has been selected as the Plan Administrator and the agent for service of process under the Plan. A new Administrator may be appointed by the Committee at any time. The Plan's fiscal year is January 1 - December 31. Its Plan number is 302. All expenses incurred in administering the Plan (other than certain taxes which Alco may, in its discretion, allocate to the accounts of Plan participants) will be paid by Alco. 6 Claims Procedure If at any time the Plan Administrator denies your written claim for any payment to which you believe you are entitled under the Plan, the Plan Administrator will send you written notice within 90 days (or 180 days under special circumstances) of the date on which you filed your claim. This notice will (a) explain the specific reason or reasons for the denial of your claim, (b) refer to the specific Plan provision on which the denial is based, (c) describe any additional information required in order to obtain a favorable determination of your claim and explain why this information is necessary, and (d) explain the steps to be taken if you wish to submit your claim for review. If you wish to appeal a denied claim, you must, within 60 days of receiving your notice of denial, petition the Committee for a review. All petitions for review must be made in writing on forms supplied by Alco. The Committee will render a written decision within 60 days (or 120 days under special circumstances) after receiving your petition. You must follow the claims procedure described above before you can consider legal action against Alco. Naturally, both you and Alco will want to avoid legal action. Should you feel legal action is necessary, however, any summons or other legal process should be served on the agent named above. Tax Consequences The following discussion is intended to provide general information under current federal law concerning the tax consequences of the Plan to the Plan participants and to Alco. It does not provide information about the tax consequences under any state or local law which may be applicable to the transactions described herein. Because the consequences under federal, state and local law may vary with each employee and may materially affect an employee's decisions with respect to the Plan, you should seek competent advice from legal or other counsel. There may also be changes in the law subsequent to the date hereof which affect the tax consequences of the Plan or which cause Alco to terminate the Plan in accordance with its terms. The Plan is not a qualified Plan under section 401(a) of the Internal Revenue Code of 1986, as amended. 7 1. Years of Deferral An effective election under the Plan to defer compensation otherwise payable in a taxable year will remove the amount so deferred from the taxable income of the participant for such year for federal income tax purposes. Alco will not be permitted a current federal income tax deduction for any amounts deferred under the Plan. Amounts deferred will generally be subject to taxes imposed under the Federal Insurance Contributions Act ("FICA") or the Federal Unemployment Tax Act ("FUTA") in the year of deferral. 2. Years of Payment Lump sum payments (or installment payments) will be taxable income to the participant or a beneficiary in the year in which such payments are received. Payments made in Alco common stock will be taxable to the participant based on the value of such shares at the time of distribution. Amounts paid under the Plan will generally not be subject to taxes imposed under FICA or FUTA, but are subject to federal income tax withholding requirements. Alco will generally be permitted a federal income tax deduction for the year in which such benefits are paid. 8 ALCO STANDARD CORPORATION EXECUTIVE DEFERRED COMPENSATION PLAN 1. Purpose. The purpose of the Alco Standard Corporation Executive Deferred Compensation Plan is to permit certain eligible employees of Alco Standard Corporation to defer a portion of their compensation and to participate in a program under which they are provided income at a specified time in the future. The program is intended to constitute an unfunded deferred compensation arrangement for a select group of management or highly compensated employees. 2. Definition. Unless the context otherwise requires, the following words as used herein shall have the following meanings: (a) "Administrator" shall mean the person or persons so designated and acting under Paragraph 16 hereof. (b) "Alco" shall mean Alco Standard Corporation, an Ohio corporation. (c) "Compensation" shall mean all salaries and bonuses payable by Alco and all shares of Alco common stock or cash payable pursuant to awards under the LTIP, but shall not include company contributions under Alco's Partners' Stock Purchase Plan or the Alco Retirement Savings Plan or any fringe benefits. (d) "Effective Date" shall mean January 1, 1996. (e) "Election Form" shall mean the election form executed by each Participant and Alco setting forth certain information relating to the Participant's participation in the Plan. (f) "LTIP" shall mean Alco's Long Term Incentive Compensation Plan, as amended from time to time. (g) "Participant" shall mean any person employed by Alco who is eligible, and who has elected, to participate in the Plan. (h) "Plan" shall mean the Alco Standard Corporation Executive Deferred Compensation Plan, as amended from time to time. (i) "Plan Year" shall mean the period beginning on January 1 and ending on December 31 of each year. 3. Participation. Any person who (a) is employed by Alco, (b) is holding an unvested award under the LTIP and (c) is a 9 United States taxpayer shall be eligible to participate herein. A person eligible under this Paragraph 3 shall become a Participant by executing an Election Form and such other forms as may be required by the Administrator. 4. Deferral of Compensation. Prior to the Effective Date and prior to the beginning of each Plan Year during the term of the Plan, an employee who meets the eligibility requirements of Paragraph 3 may irrevocably elect to defer or forgo a portion of his Compensation for the following Plan Year. The amount of the deferral for each Plan Year may vary, but cash deferrals may be no less than $5,000 for any Plan Year. The amount to be deferred for a Plan Year will be deducted from the Participant's Compensation otherwise payable by Alco. In the case of deferrals from salary, such deferrals will be made in substantially equal installments. A Participant may specify the length of time for which receipt of cash and/or shares of Alco common stock may be deferred, provided that (i) the deferral period must extend at least until the January following the end of the calendar year in which the Compensation would otherwise have been paid (but for the election to defer) and (ii) distributions must commence no later than the January following the year in which the Participant attains age 60 or the January following the year in which the Participant retires or otherwise terminates employment with Alco, whichever is later. 5. Investment Accounts. Amounts deferred by a Participant pursuant to Paragraph 4 will be credited to a cash deferral account and/or a stock deferral account established by Alco in the name of the Participant. A Participant's cash deferral account will be denominated in dollars and will be credited with earnings based on the performance of various investment alternatives selected by the Participant from among those made available by Alco from time to time. A Participant's stock deferral account will be denominated in share units (representing the right to receive an equivalent number of shares of Alco common stock) and will be credited with additional share units to reflect cash dividends paid by Alco in respect of its common stock. A Participant may request a change in the allocation of his cash deferral account among the various alternatives once during any calendar quarter. Any such change will become effective as of the first day of the next calendar quarter. A Participant may request that amounts in his stock deferral account (valued as of the end of the calendar quarter in which the request is made) be transferred into his cash deferral account. Any such change will become effective as of the first day of the next calendar quarter. Any portion of a Participant's stock deferral account that is transferred to a cash deferral 10 account may not thereafter be transferred back into a stock deferral account. 6. Rabbi Trust. Alco intends to contribute all Participant deferrals of Alco common stock to a "rabbi trust" (the "Trust") to be established for this purpose. Assets held in the Trust will be subject to the claims of creditors of Alco. The Trust shall be deemed to be the owner of all shares held in the Trust for tax purposes. The trustee of the Trust (the "Trustee") shall retain all incidents of ownership in any shares held in the Trust, including the right to vote such shares and to receive dividends paid in respect of such shares. The Trustee may, but is not obligated to, reinvest any cash dividends received in respect of shares of Alco common stock held in the Trust to purchase additional shares of Alco common stock. 7. Vesting. A Participant shall be immediately vested in all amounts deferred hereunder. 8. Amount and Timing of Payments. Except as otherwise provided in Paragraphs 9 and 10, amounts to which a Participant is entitled under the Plan shall be paid to him in a lump sum in January of the year specified in his Election Form, valued as of the end of the preceding Plan Year. Alternatively, if the Participant so elects, distributions may be made in substantially equal annual installments over a period not to exceed ten years, beginning in January of the year specified in the Participant's Election Form. All distributions from the Trust shall be made in shares of Alco common stock, unless the Participant elects, subject to the approval of the Plan Administrator, to receive such distribution(s) in cash. 9. Death. Notwithstanding any contrary election in a Participant's Election Form, if a Participant dies before receiving full payment of all amounts to which he is entitled under the Plan, the beneficiary or beneficiaries designated by the Participant in his Election Form shall receive the balance in the Participant's cash deferral account and stock deferral account (valued as of the end of the calendar quarter in which the Participant dies), in a lump sum payment, as soon as administratively practicable following the Participant's date of death. Distributions from a Participant's stock deferral account will be made in shares of Alco common stock (and cash in lieu of fractional shares) unless the beneficiary elects, subject to the approval of the Administrator, to have the distribution paid in cash. 10. Termination of Employment. Notwithstanding any contrary election in a Participant's Election Form, if a Participant terminates employment with Alco prior to age 60, he shall receive the balance in his cash deferral account and stock deferral account (valued as of the end of the Plan Year in which the Participant's employment terminates), in a lump sum payment, in January of the 11 year following his employment termination date. Distributions from a participant's stock deferral account will be made in shares of Alco common stock (and cash in lieu of fractional shares) unless the Participant elects, subject to the approval of the Administrator, to have the distribution paid in cash. 11. Beneficiary Designation. A Participant shall designate in his Election Form the beneficiary or beneficiaries, who shall, in the event of his death, receive the payments to which the Participant would otherwise have been entitled. This designation may be amended in writing and filed with the Administrator from time to time by the Participant. In the event that there is no effective beneficiary designation when such amounts are payable, payment shall be made to the members of the first surviving class of the Participant in the following priority: (a) spouse; (b) the living children (including adopted children) in equal amounts; (c) estate. 12. Incapacity of Recipient. Any payment required to be made under the Plan to a person who is under a legal disability may be made to or for the benefit of such person in such of the following ways as the Administrator shall determine: (a) to such person; (b) to the legal representatives of such person; (c) to a near relative of such person to be used for his benefit; or (d) to pay the expenses of support, maintenance or education of such person. The Administrator shall not be required to see to the application by any third party of payments made pursuant to this Paragraph 12. 13. Responsibility for Payment. All amounts payable under the Plan shall be paid by Alco. Alco may, in its sole discretion, determine the manner in which it shall finance its obligation to pay such amounts. 14. Non-Assignment. Except as hereinafter provided with respect to marital or family support disputes, no amount payable under the Plan shall be subject to assignment, transfer, sale, pledge, encumbrance, alienation or charge by the Participant or any beneficiary. Any attempt to assign, transfer, sell, pledge, encumber, alienate or charge any amount hereunder shall be without effect. In cases of marital or family support disputes, 12 the Administrator will observe the terms of the Plan unless and until ordered to do otherwise by a state or federal court. As a condition of participation in the Plan, the Participant shall agree to hold Alco harmless from any claim that arises out of obeying an order of any state or federal court with respect to marital or family support disputes, whether such order effects a judgment of such court or is issued to enforce a judgment or order of another court. 15. Unsecured Obligation. Other than the assets contributed to the Trust pursuant to Paragraph 6, Alco shall not segregate or physically set aside any funds or assets as a result of this Plan. Neither a Participant, nor his beneficiary, nor any other person shall be deemed to have, pursuant to this Plan, any property interest, legal or equitable, in any specific asset of Alco or any specific asset in the Trust. To the extent that any person acquires any right to receive payments under this Plan or an Election Form, such right shall be no greater than, nor shall it have any preference or priority over, the rights of any unsecured general creditor of Alco. 16. Administration. The Plan shall be administered by a Committee selected from time to time by the Board of Directors of Alco (the "Committee"). The Committee shall select an Administrator from time to time to administer the Plan under the general policy guidance of the Committee. The Administrator shall be one or more persons who shall be responsible for: (a) maintaining any records necessary in connection with the Plan; (b) making calculations under the Plan; (c) interpreting the provisions of the Plan; and (d) otherwise administering the Plan in accordance with its terms. 17. Claims Procedures. At any time the Administrator makes a determination adverse to a Participant or beneficiary with respect to a claim for payment or participation under the Plan, the Administrator shall notify the claimant in writing of such determination, setting forth: (a) the specific reason for such determination; (b) a reference to the specific provision or provisions of the Plan on which such determination is based; (c) a description of any additional material or information necessary to perfect the claim, and an explanation of the reason that such material is required; and 13 (d) an explanation of the rights and procedures set forth in this Paragraph 17. A person who receives notice of an adverse determination by the Administrator with respect to a claim may request, within 60 days of receipt of such notice, that the Committee review the Administrator's determination. This request may be made on behalf of a claimant by a duly authorized representative. The claimant or representative may review pertinent documents and submit issues and comments with respect to the controversy to the Committee. The Committee shall render a decision within 60 days of a request for review (or within 120 days under special circumstances), which decision shall be in writing and shall set forth the specific reasons for the decision reached and the specific provisions of the Plan on which the decision is based. A copy of the ruling shall be forwarded to the claimant. 18. Employee Benefit Plans. This Plan shall not in any way affect a Participant's right to participate in any pension, profit-sharing, incentive, thrift, group health insurance, stock option, termination pay or similar plan of Alco, which is now in effect or may hereafter be adopted, to the extent that the Participant is entitled to participate under the applicable terms and provisions of such plan, except that the amounts deferred herein shall not be included in determining a Participant's benefits under any retirement plans qualified under section 401(a) of the Internal Revenue Code. Deferrals under this Plan will be included as compensation for purposes of calculating the level of contributions under Alco's Partners' Stock Purchase Plan. 19. Amendment. The Board of Directors shall have the power to amend this Plan at any time; provided, however, that, except as set forth in Paragraphs 20, 21 and 22, no amendment or termination of the Plan shall have a material adverse effect upon a Participant unless he consents to such amendment or termination in writing. 20. Termination. This Plan shall remain in effect until terminated by the Board of Directors of Alco. The Board of Directors of Alco shall have the right to terminate the Plan in whole or in part, for any reason, including pursuant to a determination that proposed or pending tax law changes or other events cause, or are likely in the future to cause, the Plan to have an adverse financial impact upon Alco. In such event, Alco shall have no liability or obligation under the Plan or the Participant's Election Form (or any other document), provided that Alco distributes to each Participant, in a lump sum payment, the balance in his cash deferral account and stock deferral account, valued as of the end of the month in which such termination occurs. Distributions from a Participant's stock deferral account will be made in shares of Alco common stock (and cash in lieu of fractional shares) unless the Participant elects, 14 subject to the approval of the Plan Administrator, to receive such distribution in cash. 21. Acceleration. Alco shall have the right at any time to cause the payment of all amounts thereafter due to a Participant to be paid in a single lump sum or in such other accelerated manner as Alco shall deem appropriate. The amount of any lump sum payment shall be the value of a Participant's cash deferral account and stock deferral account, valued as of the end of the month following Alco's determination to accelerate payments. If Alco accelerates payment to more than 70% of all Participants pursuant to this provision, it must accelerate payment to all Participants under the Plan in a comparable manner. 22. Change in Control. In the event that a Flip-in Transaction or Event or a Flip-over Transaction or Event occurs (as defined in the Alco Standard Corporation Preferred Share Purchase Rights Plan, as amended from time to time), the Plan shall terminate, and the Participant shall receive, in a lump sum payment, the balance in his cash deferral account and stock deferral account, valued as of the end of the month in which such transaction or event occurs. Distributions from a Participant's stock deferral account will be made in shares of Alco common stock (and cash in lieu of fractional shares) unless the Participant elects, subject to the approval of the Plan Administrator, to receive such distribution in cash. 23. Miscellaneous. (a) The existence of this Plan and the Elections Forms hereunder, and any actions undertaken pursuant hereto, shall not confer upon the Participant any right to continued employment by Alco. (b) This Plan shall be administered under and in accordance with the laws of the Commonwealth of Pennsylvania, in which Alco's principal place of business is located. (c) The terms of this Plan and the Election Forms and other documents executed in accordance herewith shall be binding upon Alco, its successors and assigns, and each Participant, his heirs and legal representatives. (d) Any taxes imposed on a Participant shall be the sole responsibility of the Participant. Alco shall have the right to deduct from any amounts payable under the Plan any federal, state or local taxes required to be deducted or withheld from such payments. (e) No expenses of administering the Plan shall be charged against the Participants or any payments made hereunder, except that Alco may, in its discretion, allocate certain taxes to the accounts of Participants. 15 (f) As used herein, the singular shall include the plural, the masculine shall include the feminine, and vice versa. 16 EX-23 4 CONSENT OF EXPERTS EXHIBIT 23 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" and to the use of our report dated October 17, 1995 (except for the stock split described in Note 1, as to which the date is November 9, 1995), in Post- Effective Amendment No. 1 on Form S-4 to the Registration Statement (Form S-1 No. 33-64739) and related Prospectus of Alco Standard Corporation for the registration of 10,000,000 shares of its common stock. Philadelphia, Pennsylvania Ernst & Young LLP January 4, 1996 EX-24 5 CERTIFICATION EXHIBIT 24.1 CERTIFICATION I, J. Kenneth Croney, Secretary of Alco Standard Corporation do hereby certify that the following resolutions were duly passed by the Board of Directors of the Corporation on November 10, 1995, and that such resolutions are, as of the date hereof, in full force and effect: RESOLVED, that each of the officers and directors of the corporation is hereby authorized to appoint Hugh G. Moulton, J. Kenneth Croney and Michael J. Dillon as his or her attorneys-in-fact on behalf of each of them each attorney-in-fact with the power of substitution, to execute on such officer's or director's behalf, one or more registration statements and annual reports of the corporation for filing with the Securities and Exchange Commission ("SEC"), and any and all amendments to said documents which said attorney may deem necessary or desirable to enable the corporation to register the offering of (i) serial preferred stock; (ii) common stock; (iii) debt securities; and/or (iv) participation interest in employee benefit plans under the Federal securities law, and to further enable the corporation to file such reports as are necessary under Section 13 or 15(d) of the Securities Exchange Act of 1934 and such other documents as are necessary to comply with all rules, regulations or requirements of the SEC in respect thereto; and FURTHER RESOLVED, that any officer of the corporation is hereby authorized to do and perform, or cause to be done or performed, any and all things and to execute and deliver any and all agreements, certificates, undertakings, documents or instruments necessary or appropriate in order to carry out the purpose and intent of the foregoing resolutions. IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of January, 1996. /s/ J. Kenneth Croney _____________________________________ (J. KENNETH CRONEY) -----END PRIVACY-ENHANCED MESSAGE-----