-----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, WbCncngBOo0tKmH47buPOJG3uT976WjCUUQD3zh08vghc+I14Wg4lal69pd5e67r /ES888ywwAdgOVIW10s0oQ== 0000950109-96-003982.txt : 19960624 0000950109-96-003982.hdr.sgml : 19960624 ACCESSION NUMBER: 0000950109-96-003982 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960619 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960621 SROS: CBOE 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05964 FILM NUMBER: 96583943 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 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 19, 1996 ALCO STANDARD CORPORATION ----------------------------- (Exact name of registrant as specified in its charter) OHIO File No. 1-5964 23-0334400 --------- ----------------- ------------ (State or other (Commission file (IRS Employer jurisdiction of Number) Identification incorporation) Number) P.O. Box 834, Valley Forge, Pennsylvania 19482 ---------------------------------------- ----- Registrant's telephone number, including area code: (610)296-8000 ------------- Not Applicable -------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events. ------------ On June 19, 1996, the Registrant announced its decision to spin off Unisource. The Registrant also announced that it had lowered its earnings expectation for the third quarter due to lower than expected revenues at Unisource, that it will take a one-time charge against earnings of approximately $40-$50 million in the third quarter for new restructuring activities at Unisource, and that it will take a charge against earnings in the third quarter of $12-$18 million for costs associated with the disposition of Unisource. Performance at IKON Office solutions, Alco's office technology solutions group, is expected to be strong in the third quarter, with the group delivering substantial growth over the same period of 1995. Alco anticipates that earnings per share from operations for fiscal 1996 will be $1.95 - $2.00, excluding the one-time charges, compared with earnings per share of $1.81 in 1995. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. ------------------------------------------------------------------ (c) Exhibits. -------- Press Release dated June 19, 1996 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ALCO STANDARD CORPORATION By: /s/ Michael J. Dillon ------------------------- Michael J. Dillon Vice President and Controller Dated: June 19, 1996 Index to Exhibit ---------------- (28) Press Release Dated June 19, 1996 EX-28 2 EXHIBIT 28 - NEWS RELEASE News Release Charles R. Tilden Suzanne C. Shenk Martha A. Buckley Vice President, Manager, Investor Director, Corporate Corporate Affairs Relations Communication 610-993-3608 610-993-3526 610-993-3609 ALCO STANDARD ANNOUNCES DECISION TO SPIN OFF UNISOURCE; LOWERS EARNINGS EXPECTATION FOR THIRD QUARTER; ANNOUNCES RESTRUCTURING CHARGES VALLEY FORGE, PA, June 19, 1996--Alco Standard corporation (NYSE:ASN) announced today that it will split its two operating units into independent companies by spinning off its paper and supply systems distribution group, Unisource Worldwide Inc., as a separate publicly owned company. Alco will accomplish the transaction through a tax-free distribution of Unisource stock to Alco shareholders and expects to complete the separation by the end of calendar year 1996. Strategic conflicts between Alco's two operating units--IKON Office Solutions, the office technology solutions group, and Unisource--have intensified in recent months, leading to the company's decision to separate the two units. IKON's outsourcing business has grown rapidly and has increasingly encountered significant competitive conflicts with Unisource's printing customers. The separation of the two units into publicly owned companies will allow both businesses to grow unencumbered by the strategic conflict. Since April, Alco has examined a variety of options for separating the two businesses. The company's Board of Directors has concluded that a spin-off will generate the greatest value for Alco shareholders. -more- "From the beginning we have been firmly committed to selecting the option which will generate the highest value for our shareholders and which will treat all of our constituents fairly," said John Stuart, Chairman and Chief Executive Officer of Alco Standard. "We had substantial offers from potential buyers, but we have concluded that a spin-off has the greatest upside potential for Alco shareholders. It is the best option for Alco's investors to capture the value we have created within Unisource through our investment in the group's strategic transformation during the last three years. The current uncertainties in the paper price cycle make it harder to capture full value for Alco shareholders through a sale." Alco will account for Unisource as a discontinued operation beginning in the third quarter of fiscal 1996, as a result of the decision to spin off Unisource. Alco also announced that it anticipates lower than expected earnings in its third fiscal quarter, which ends June 30. The company expects to earn approximately $.49--$.51 per share from operations in the quarter, excluding special chargeS, compared with a consensus market expectation of $.62 per share. Alco earned $.50 per share in the third quarter of fiscal year 1995. Performance at IKON Office Solutions, Alco's office technology solutions group, is expected to be strong in the third quarter with the group delivering substantial growth in revenues and earnings over the same period of 1995. The group is growing in each of its three market areas: analog copiers, outsourcing, and digital networking. Internal growth is in line with expectations and, thus far this quarter, the group has acquired companies in North America and Europe which generate approximately $175 million in annualized revenue. IKON expects to meet or exceed its financial goals for the quarter and the year. -more- Alco's revised expectations are the result of lower than expected revenues at Unisource, caused primarily by a significant decline in paper pricing compared with last year. Paper prices are expected to average 13 percent lower than last year's third quarter and 6 percent lower than this year's second quarter. Reduced restructuring benefits in fiscal 1996 associated with delayed implementation of Unisource's information technology system and distractions caused by the sale/spin process are also contributing to the shortfall. However, Alco still expects Unisource to deliver at least a 3.4 percent return on sales in the quarter, which is equal to the return generated in last year's third quarter when paper pricing was higher. In addition, the company announced that it will take a one-time charge against earnings of approximately $40-$50 million, or approximately $.20-$.25 per share, in the third quarter for new restructuring activities at Unisource. The restructuring charge includes the cost of severance and facility closures associated with the group's recently announced regional realignment in the United States and facilities mergers in the U.S. and Canada. Alco will also take a charge against earnings in the third quarter of $12-$18 million, or approximately $.08--$.11 per share, for costs associated with the disposition of Unisource. Corporate earnings in the third quarter, including special charges, will approximate $.13--$.23 per share. -more- Unisource currently expects paper prices to remain well below 1995 levels for the remainder of the fiscal year. Given that trend, Alco anticipates earnings per share from operations for fiscal year 1996 to be $1.95--$2.00, excluding the one-time charges. In 1995, Alco delivered earnings per share of $1.81. Alco Standard is headquartered in Valley Forge, Pennsylvania. Alco operates the largest independent marketer of office technology solutions in North America and the United Kingdom through IKON Office Solutions, and the largest marketer and distributor of paper and supply systems in North America through Unisource. ### -----END PRIVACY-ENHANCED MESSAGE-----