-----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, ViVfbGg2kO0Wgb6aDrZCvIGfdUVzLLY3arsLdkxiRawR6yOzNT/eY7iJOEXyhOHh KI2VyEso1Mz39CSFn+Zb8w== 0000950159-03-000492.txt : 20030603 0000950159-03-000492.hdr.sgml : 20030603 20030603110605 ACCESSION NUMBER: 0000950159-03-000492 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030603 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IKON OFFICE SOLUTIONS INC CENTRAL INDEX KEY: 0000003370 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] 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: 03729323 BUSINESS ADDRESS: STREET 1: PO BOX 834 CITY: VALLEY FORGE STATE: PA ZIP: 19482 BUSINESS PHONE: 6102968000 MAIL ADDRESS: STREET 1: PO BOX 834 CITY: VALLEY FORGE STATE: PA ZIP: 19482 FORMER COMPANY: FORMER CONFORMED NAME: ALCO STANDARD CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ALCO CHEMICAL CORP DATE OF NAME CHANGE: 19680218 8-K 1 ikon8k.txt 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 3, 2003 IKON Office Solutions, Inc. (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 7. Financial Statements, Pro Forma Financial Information and Exhibits c. The following exhibits are furnished in accordance with the provisions of Item 601 of Regulation S-K: (99.1) Press Release dated June 3, 2003. (99.2) Press Release dated June 3, 2003. Item 9. Regulation FD Disclosure On June 3, 2003, IKON Office Solutions, Inc. (the "Company" or "IKON") announced a series of financing initiatives, including the tender for $240.5 million of IOS Capital, LLC's 9 3/4% notes due June 15, 2004 and a simultaneous notes offering. The Company's press releases dated June 3, 2003 containing further details are attached. This report includes information which 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 the successful completion of the tender offer and the notes issuance. 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, including, but not limited to: risks and uncertainties relating to conducting operations in a competitive environment and a changing industry; delays, difficulties, management transitions and employment issues associated with consolidation of, and/or changes in business operations; managing the integration of existing and acquired companies; risks and uncertainties associated with existing or future vendor relationships; and general economic conditions. Certain additional risks and uncertainties are set forth in IKON's 2002 Annual Report on Form 10-K filed with the 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. 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. IKON OFFICE SOLUTIONS, INC. By: /s/ WILLIAM S. URKIEL -------------------------------- William S. Urkiel Senior Vice President and Chief Financial Officer Dated: June 3, 2003 EX-99 3 exhibit99-1.txt EXHIBIT 99.1 Exhibit 99.1 IKON SUBSIDIARY ANNOUNCES TENDER FOR JUNE 2004 NOTES AND SIMULTANEOUS NOTES OFFERING Valley Forge, Pennsylvania - June 3, 2003 - IKON Office Solutions (NYSE: IKN) announced today that its U.S. leasing subsidiary, IOS Capital, LLC (the "Company"), is tendering for any and all of its outstanding $240.5 million of 9 3/4% notes due June 2004 (effective June 15, 2003 interest coupon rate is 10.75%) (CUSIP No. 46222PAA7) (the "Notes"). The tender offer is being made pursuant to an Offer to Purchase dated June 3, 2003 and related Letter of Transmittal, which fully set forth the terms of the offer. All capitalized terms not defined herein refer to the meaning assigned to such terms in the Offer to Purchase and/or the Letter of Transmittal. The Total Consideration payable with respect to Notes validly tendered will be equal to the present value of the future principal and interest payments on the Notes as determined by reference to a fixed spread of 75 basis points over the bid side yield (as quoted on Bloomberg PX4 on the Price Determination Date at 2:00 p.m. New York City time) of the 2.875% U.S. Treasury notes due June 30, 2004, calculated to the maturity date of the Notes, as fully described in the Offer to Purchase. The Total Consideration includes an early tender premium of $30 per $1,000 principal amount of Notes (the "Early Tender Premium") payable only to holders of Notes that validly tender and do not withdraw such Notes before 5:00 p.m. New York City time on the Early Tender Date, which is currently June 9, 2003. The tender offer is scheduled to expire at 12:00 midnight, New York City time, on June 30, 2003, unless extended or earlier terminated (the "Expiration Date"). Holders who validly tender (and do not withdraw) their Notes after 5:00 p.m., New York City time, on the Early Tender Date but prior to 12:00 midnight on the Expiration Date, will receive the Total Consideration less the Early Tender Premium. In each case, holders who validly tender and do not withdraw their Notes will receive accrued and unpaid interest up to, but not including, the applicable settlement date. The Company intends to finance the tender offer with the net proceeds from a public offering of a new series of notes and cash on hand. The Company's obligation to accept for purchase and to pay for Notes validly tendered in the tender offer is conditioned on, among other things, the consummation by the Company before 12:00 midnight, New York City time, on the Expiration Date of the offering of the new notes on terms and conditions satisfactory to the Company, and that the net proceeds of such offering are sufficient to purchase all outstanding Notes. The Company has reserved the right to terminate, withdraw, amend or extend the tender offer in its discretion. The Company has retained Lehman Brothers Inc. to serve as Dealer Manager for the tender offer, and D.F. King & Co., Inc. to serve as the Information Agent. Requests for documents may be directed to the Information Agent by telephone at (800) 697-6975 (toll-free) or (212) 269-5550 (collect). Questions regarding the tender offer may be directed to Lehman Brothers Inc. at (800) 438-3242 (toll-free) or (212) 528-7581 (collect), Attention: Emily E. Shanks. A copy of the prospectus and the related prospectus supplement relating to the offering of the new notes may be obtained by contacting Lehman Brothers Inc. at 745 Seventh Avenue, New York, NY 10019, Attention: Fixed Income Syndicate, (212) 526-9664. This announcement does not constitute an offer to purchase or a solicitation of an offer to purchase with respect to any securities nor does it constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the new notes in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. The tender offer is being made solely by the Offer to Purchase and related letter of transmittal and the offering of the new notes is made only by means of the prospectus and the related prospectus supplement. IKON Office Solutions (www.ikon.com) is a leading provider of products and services that help businesses manage document workflow and increase efficiency. IKON provides customers with total business solutions for every office, production and outsourcing need, including digital copiers and printers, color solutions, distributed printing, facilities management, and legal document solutions, as well as network integration, connectivity and custom workflow and imaging application development. IOS Capital, LLC, a wholly owned subsidiary of IKON, provides lease financing to customers and is one of the largest captive finance companies in North America. With Fiscal 2002 revenues of $4.8 billion, IKON has approximately 600 locations worldwide including the United States, Canada, Mexico, the United Kingdom, France, Germany, Ireland, Denmark and the Netherlands. This news release includes information which 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 the successful completion of the tender offer and the notes issuance. 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, including, but not limited to: risks and uncertainties relating to conducting operations in a competitive environment and a changing industry; delays, difficulties, management transitions and employment issues associated with consolidation of, and/or changes in business operations; managing the integration of existing and acquired companies; risks and uncertainties associated with existing or future vendor relationships; and general economic conditions. Certain additional risks and uncertainties are set forth in IKON's 2002 Annual Report on Form 10-K filed with the 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. # # # EX-99 4 exhibit99-2.txt EXHIBIT 99.2 Exhibit 99.2 IKON ANNOUNCES FINANCING INITIATIVES Valley Forge, Pennsylvania - June 3, 2003 - IKON Office Solutions (NYSE: IKN) today announced a series of financing initiatives, including the tender for $240.5 million of IOS Capital, LLC's 9 3/4% notes due June 15, 2004 and a simultaneous notes offering. "Recent actions by the rating agencies prompted us to take more aggressive measures to provide IKON with greater financial flexibility," stated Matthew J. Espe, Chairman and CEO. "The tender and simultaneous notes offering announced in a separate release this morning allow us to satisfy certain early maturity provisions in our existing $300 million credit facility." The successful completion of the tender offer, in addition to actions to repurchase non-finance subsidiary debt, is expected to negatively impact earnings per diluted share by $.09 to $.11, which is expected to be recognized as a loss on the early extinguishment of debt in the Company's third fiscal quarter ending June 30, 2003. The Company's previously communicated expectations for the third quarter and full year results did not anticipate these accelerated financing activities. IKON Office Solutions (www.ikon.com) is a leading provider of products and services that help businesses manage document workflow and increase efficiency. IKON provides customers with total business solutions for every office, production and outsourcing need, including digital copiers and printers, color solutions, distributed printing, facilities management, and legal document solutions, as well as network integration, connectivity and custom workflow and imaging application development. IOS Capital, LLC, a wholly owned subsidiary of IKON, provides lease financing to customers and is one of the largest captive finance companies in North America. With Fiscal 2002 revenues of $4.8 billion, IKON has approximately 600 locations worldwide including the United States, Canada, Mexico, the United Kingdom, France, Germany, Ireland, Denmark and the Netherlands. This news release includes information which 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 the Company's outlook for the third quarter and full fiscal year 2003, and the successful completion of the tender offering and notes issuance. 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, including, but not limited to: risks and uncertainties relating to conducting operations in a competitive environment and a changing industry; delays, difficulties, management transitions and employment issues associated with consolidation of, and/or changes in business operations; managing the integration of existing and acquired companies; risks and uncertainties associated with existing or future vendor relationships; and general economic conditions. Certain additional risks and uncertainties are set forth in IKON's 2002 Annual Report on Form 10-K filed with the 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----