SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(Amendment No. 5)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

IKON OFFICE SOLUTIONS, INC.

(Name of Subject Company (Issuer))

IKON OFFICE SOLUTIONS, INC.

(Names of Filing Persons (Issuer and Offeror))

Common Stock, No Par Value Per Share

(Title of Class of Securities)

451713101

(CUSIP Number of Class of Securities)

Mark A. Hershey

Senior Vice President, General Counsel and Secretary

IKON Office Solutions, Inc.

70 Valley Stream Parkway

Malvern, Pennsylvania 19355

(610) 408-7427

(Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications on Behalf of the Filing Person(s) Filing Statement)

Copy to:

Richard Hall, Esq.

Cravath, Swaine & Moore LLP

825 Eighth Avenue

New York, New York 10019

(212) 474-1000

CALCULATION OF FILING FEE

TRANSACTION VALUATION*	AMOUNT OF FILING FEE**
$295,000,000	$9,056.50

* Estimated solely for purposes of calculating the filing fee only, this amount is based on the purchase of 19,666,666 shares of common stock at the maximum tender offer price of $15.00.

** The amount of the filing fee calculated in accordance with Rule 0-11 of the Exchange Act, equals $30.70 per million of the value of the transaction.

þ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid:	$9,056.50	Filing Party:	IKON Office Solutions, Inc.
Form or Registration No.:	TO/005-20425	Date Filed:	November 21, 2007

¨ Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which the statement relates:

¨       third-party tender offer subject to Rule 14d-1	¨        going-private transaction subject to Rule 13e-3
þ       issuer tender offer subject to Rule 13e-4	¨        amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨

EXPLANATORY NOTE

This Amendment No. 5 (“Amendment No. 5”) supplements and amends the Issuer Tender Offer Statement on Schedule TO (as amended prior to the date hereof, the “Schedule TO”) filed by IKON Office Solutions, Inc., an Ohio corporation (the “Company”), with the Securities and Exchange Commission on November 21, 2007, relating to its offer to purchase for cash up to $295,000,000 in value of shares of its common stock, no par value per share (“common stock”), at a price not greater than $15.00 per share nor less than $13.00 per share, net to the seller in cash, less any applicable withholding taxes and without interest.  The offer is subject to the terms and conditions set forth in the Offer to Purchase, dated November 21, 2007 (as amended, the “Offer to Purchase”), and the related Letter of Transmittal (which together, as they may be amended and supplemented from time to time, constitute the “Offer”), copies of which were filed with the Schedule TO as Exhibits 99.(a)(1)(A) and 99.(a)(1)(B), respectively.

Item 11. Additional Information

Item 11 of the Schedule TO is hereby amended by inserting at the end thereof the following:

The Offer expired at 12:00 midnight New York City time on December 19, 2007.  The Company has accepted the tendered shares for payment, subject to the “odd lot” priority, proration and conditional tender provisions of the Offer.  On December 20, 2007, the Company issued a press release announcing the preliminary results of the Offer.  A copy of the press release is filed as Exhibit (a)(5)(E) and is incorporated herein by reference.

Item 12. Exhibits

Item 12 of the Schedule TO is hereby amended by adding the following exhibit:

(a)(5)(E)       Press Release Announcing Preliminary Results of the Tender Offer, issued December 20, 2007.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

IKON OFFICE SOLUTIONS, INC.
By:	/s/ Mark A. Hershey
Name:	Mark A. Hershey
Title:	Senior Vice President, General Counsel and Secretary

Dated: December 20, 2007

Exhibit Index

(a)(1)(A)	Offer to Purchase, dated November 21, 2007.
(a)(1)(B)	Letter of Transmittal.
(a)(1)(C)	Notice of Guaranteed Delivery.
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated November 21, 2007.
(a)(1)(E)	Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated November 21, 2007.
(a)(1)(F)	Letter to participants in Retirement Savings Plan, dated November 21, 2007.
(a)(1)(G)	Election form provided to participants in Retirement Savings Plan.
(a)(1)(H)	Withdrawal form provided to participants in Retirement Savings Plan.
(a)(1)(I)	Letter to participants in Canada Pension Savings Plan.
(a)(1)(J)	Election form provided to participants in Canada Pension Savings Plan.
(a)(1)(K)	Withdrawal form provided to participants in Canada Pension Savings Plan.
(a)(1)(L)	Instructions and option election form for tender through conditional exercise of options.
(a)(1)(M)	Canadian Pension Savings Plan Communication, issued December 13, 2007.
(a)(1)(N)	Amended Canada Pension Savings Plan election form.
(a)(2)	Not Applicable.
(a)(3)	Not Applicable.
(a)(4)	Not Applicable.
(a)(5)(A)	Summary Advertisement dated November 21, 2007.
(a)(5)(B)	Communication to Employees, issued November 21, 2007.
(a)(5)(C)	Amendment No. 1 to Confidentiality Agreement, dated November 20, 2007, among the Company and Steel Partners II, L.P. filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, File No. 001-5964, filed on November 21, 2007 and incorporated herein by reference.
(a)(5)(D)	W-8BEN Communication, issued December 13, 2007.
(a)(5)(E)*	Press Release Announcing Preliminary Results of the Tender Offer, issued December 20, 2007.
(b)	Commitment Letter, dated November 20, 2007, among the Company, Wachovia Investment Holdings, LLC, and Wachovia Capital Markets, LLC, filed as Exhibit 10.2 to the Company's Current Report on Form 8-K, File No. 001-5964, filed on November 21, 2007 and incorporated herein by reference.
(b)(2)	Amendment to Commitment Letter dated November 20, 2007, among the Company, Wachovia Investment Holdings, LLC, and Wachovia Capital Markets, LLC, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, File No. 001-5964, filed on December 5, 2007 and incorporated herein by reference.

(c)	Not Applicable.
(d)(1)	2006 Omnibus Equity Compensation Plan, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, File No. 001-5964, filed on February 27, 2006 and incorporated herein by reference.
(d)(2)	IKON Office Solutions, Inc. 1995 Stock Option Plan, filed as Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q, File No. 001-5964, for the fiscal quarter ended March 31, 1996, filed on May 14, 2006 and incorporated herein by reference.
(d)(3)	Amendment to IKON Office Solutions, Inc. 1995 Stock Option Plan, filed as Exhibit 10.23 to the Company's Annual Report on Form 10-K, File No. 001-5964, for the fiscal year ended 1998, filed on December 23, 1998 and incorporated herein by reference.
(d)(4)	IKON Office Solutions, Inc. Non-Employee Directors Stock Option Plan, filed as Exhibit 10.31 to the Company's Annual Report on Form 10-K, File No. 001-5964, for the fiscal year ended 1997, filed on December 24, 1997 and incorporated herein by reference.
(d)(5)	IKON Office Solutions, Inc. Amended and Restated Long Term Incentive Compensation Plan, filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, File No. 001-5964, for the fiscal quarter ended March 31, 1996, filed on May 14, 1996 and incorporated herein by reference.
(d)(6)	Amendment Number 1 to IKON Office Solutions, Inc. Amended and Restated Long Term Incentive Compensation Plan, filed as Exhibit 10.2 to the Company's Annual Report on Form 10-K, for the fiscal year ended 1998, File No. 001-5964, filed on December 23, 1998 and incorporated herein by reference.
(d)(7)	Amended and Restated IKON Office Solutions, Inc. Executive Deferred Compensation Plan, filed as Exhibit 10.4 to the Company's Current Report on Form 8-K, File No. 001-5964, filed on February 22, 2006 and incorporated herein by reference.
(e)	Not Applicable
(f)	Not Applicable
(g)	Not Applicable
(h)	Not Applicable

* Filed herewith.

EX-99.(A)(5)(E)

Exhibit 99(a)(5)(e)

`	IKON Office Solutions, Inc. 70 Valley Stream Parkway Malvern, PA  19355 www.ikon.com
News Release

Contacts:
Henry M. Miller Jr.	Wendy Pinckney
Investor Relations	Media Relations
610-408-7060	610-408-7297
hmmiller@ikon.com	wpinckney@ikon.com

IKON ANNOUNCES PRELIMINARY RESULTS OF TENDER OFFER

Company expects to purchase 22.69 million shares at $13 per share for a total of $295 million

MALVERN, Pa. – December 20, 2007 – IKON Office Solutions (NYSE:IKN), the world’s largest independent channel for document management systems and services, today announced the preliminary results of its modified “Dutch Auction” self-tender offer, which expired at 12:00 midnight, New York City time, on December 19, 2007.  Based on the preliminary count by the depository for the tender offer, approximately 46.3 million shares were tendered, including approximately 20.3 million shares tendered by way of guaranteed delivery.  At this time, the Company expects that it will purchase approximately 22.69 million shares in the offer, at an expected price of $13 per share, for a total cost of approximately $295 million, excluding fees and expenses related to the tender.  The preliminary proration factor for the tender offer is expected to be approximately 93.7%.  The number of shares the Company expects to purchase represents 19.6% of the shares outstanding as of November 27, 2007.

The number of shares to be purchased, the price per share, and the proration factor are preliminary.  Final results will be determined subject to confirmation by the depository of the proper delivery of the shares validly tendered and not withdrawn.  The actual number of shares to be purchased, the price per share, and the proration factor will be announced following the completion of the confirmation process.  Payment for the shares accepted for purchase and return of all other shares tendered and not accepted for purchase will occur promptly thereafter.  Payment for shares purchased will be made in cash, without interest.

The tender offer is part of the Company’s previously announced plan to repurchase $500 million of its common stock during fiscal 2008 which ends on September 30, 2008.  Rule 13e-4(f) under the Securities Exchange Act of 1934, as amended, prohibits the Company from purchasing any shares, other than in the tender offer, until at least ten business days after the expiration of the tender offer.

Shareholders and investors who have questions or need information about the tender offer may contact the information agent, D.F. King & Co., Inc., at 1-800-735-3107.  In connection with this offer, National City Bank served as depository, and Lehman Brothers and Wachovia Securities served as dealer managers.

About IKON

IKON Office Solutions, Inc. (www.ikon.com) is the world’s largest independent channel for document management systems and services, enabling customers worldwide to improve document workflow and increase efficiency. IKON integrates best-in-class copiers, printers and MFP technologies from leading manufacturers, such as Canon, Ricoh, Konica Minolta, and HP, and document management software and systems from companies like Captaris, Kofax, EFI, eCopy and others, to deliver tailored, high-value solutions implemented and supported by its global services organization – IKON Enterprise Services. With fiscal year 2007 revenue of $4.2 billion, IKON has approximately 25,000 employees in over 400 locations throughout North America and Western Europe.

This news release includes information that may constitute forward-looking statements within the meaning of the federal securities laws.  These forward-looking statements include, but are not limited to, statements relating to our share repurchases through a “Dutch Auction” self-tender offer and statements relating to stock repurchase plans for fiscal 2008.  Although IKON believes the expectations contained in such forward-looking statements are reasonable, it can give no assurances that such expectations will prove correct.  Such forward-looking statements are based upon management’s current plans or expectations and are subject to a number of risks and uncertainties set forth in our filings with the U.S. Securities and Exchange Commission.  As a consequence of these and other risks and uncertainties, IKON’s current plans, anticipated actions and future financial condition and results may differ materially from those expressed in any forward-looking statements.

IKON Office Solutions^® and IKON: Document Efficiency at Work^® are trademarks of IKON Office Solutions, Inc. All other trademarks are the property of their respective owners.

(FIKN)

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