-----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, C1Fm9W12e16I2OxS2LofhyIOx+eS/48gAXAOf3L8kGlYnugVj6o76e+c6xUJSB8g MTX7AuDSnxRbWL3EAN7oWg== 0001036050-97-000425.txt : 19970701 0001036050-97-000425.hdr.sgml : 19970701 ACCESSION NUMBER: 0001036050-97-000425 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970630 SROS: NYSE 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05964 FILM NUMBER: 97632623 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 STANDARD CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ALCO CHEMICAL CORP DATE OF NAME CHANGE: 19680218 11-K 1 FORM 11-K ---------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) [x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the Fiscal year end................... OR [_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from............. to ............... Commission file number..................................1-5964 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: IKON OFFICE SOLUTIONS, INC. RETIREMENT SAVINGS PLAN (FORMERLY ALCO STANDARD CORPORATION RETIREMENT SAVINGS PLAN). B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: IKON OFFICE SOLUTIONS, INC., P.O. BOX 834, VALLEY FORGE, PA 19482-0834. ---------------------------------- REQUIRED INFORMATION -------------------- a. Financial Statements. The following financial statements are furnished -------------------- for the Pan. 1. Audited Statements of Net Assets Available for Benefits - December 31, 1996 and December 31, 1995. 2. Audited Statements of Changes in Net Assets Available for Benefits - for the years ended December 31, 1996 and December 31, 1995. 3. Notes to Financial Statements 4. Schedules (a) Assets Held for Investment Purposes (b) Reportable Transactions b. Exhibit ------- Exhibit 23 Consent of Independent Auditors SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees have duly caused this annual report to be signed by the undersigned thereunto duly authorized. IKON OFFICE SOLUTIONS, INC. RETIREMENT SAVINGS PLAN By: /s/ Nancy J. Heiden Dated: June 26, 1997 ---------------------------- Nancy J. Heiden Plan Administrator Financial Statements and Schedules Alco Standard Corporation Retirement Savings Plan Years ended December 31, 1996 and 1995 with Report of Independent Auditors Alco Standard Corporation Retirement Savings Plan Financial Statements and Schedules Years ended December 31, 1996 and 1995 Contents Report of Independent Auditors..............................................1 Audited Financial Statements Statements of Net Assets Available for Benefits.............................2 Statements of Changes in Net Assets Available for Benefits..................3 Notes to Financial Statements...............................................4 Schedules Assets Held for Investment Purposes.........................................15 Reportable Transactions.....................................................16 Report of Independent Auditors Trustees Alco Standard Corporation Retirement Savings Plan We have audited the accompanying statements of net assets available for benefits of the Alco Standard Corporation Retirement Savings Plan as of December 31, 1996 and 1995, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Alco Standard Corporation Retirement Savings Plan at December 31, 1996 and 1995, and the changes in its net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of December 31, 1996 and reportable transactions for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP Philadelphia, Pennsylvania May 16, 1997 1 Alco Standard Corporation Retirement Savings Plan Statements of Net Assets Available for Benefits
December 31 1996 1995 ---------------------------------------- Assets Investments: Cash and cash equivalents $ 26,775,350 $ 28,875,305 Alco Standard Corporation common stock 592,395,791 519,734,541 Investment funds 175,286,757 111,926,118 Georgia-Pacific Corporation common stock - 4,141,587 Participant loans 24,476,213 10,964,688 ---------------------------------------- 818,934,111 675,642,239 Transfers receivable from merged plans 1,444,397 6,751,348 Investment income receivable 1,384,535 692,716 ---------------------------------------- 821,763,043 683,086,303 Liabilities Cash overdraft - 873,948 Accrued administrative expenses 527,294 180,474 ---------------------------------------- Net assets available for benefits $ 821,235,749 682,031,881 ========================================
See accompanying notes. 2 Alco Standard Corporation Retirement Savings Plan Statements of Changes in Net Assets Available for Benefits
Year ended December 31 1996 1995 ----------------------------------------- Additions: Employee contributions $ 54,007,081 $ 39,900,847 Employer contributions 26,328,149 25,246,259 Assets transferred or receivable from merged plans 55,671,620 196,428,767 Dividend income 8,023,702 6,127,391 Interest income 6,896,749 1,520,326 ----------------------------------------- Total additions 150,927,301 269,223,590 Deductions: Benefits paid to participants 85,485,849 48,594,299 Administrative expenses 4,269,789 443,924 ----------------------------------------- Total deductions 89,755,638 49,038,223 ----------------------------------------- 61,171,663 220,185,367 Realized and unrealized gain on investments 78,032,205 148,506,563 ----------------------------------------- Net increase for the year 139,203,868 368,691,930 Net assets available for benefits at beginning of year 682,031,881 313,339,951 ----------------------------------------- Net assets available for benefits at end of year $ 821,235,749 $ 682,031,881 =========================================
See accompanying notes. 3 Alco Standard Corporation Retirement Savings Plan Notes to Financial Statements December 31, 1996 1. Significant Accounting Policies Employee contributions and related employer required matching contributions are recognized when amounts are withheld from the employees' pay. The market value of the Alco Standard Corporation and Georgia-Pacific Corporation common stock is determined by use of the last reported sales price on the last business day of the year, as reported on a national securities exchange. Cash equivalents are valued at cost which is equal to market value. All highly liquid investments with maturities of three months or less when purchased are considered to be cash equivalents. Investment funds consist of the Stable Value Fund, Vanguard Institutional Index Fund, Balanced Fund, PBHG Growth Fund, and American Funds' EuroPacific Growth Fund. Guaranteed investment contracts held in the Stable Value Fund are valued at fair value. Investments in the Vanguard Institutional Index Fund, Balanced Fund, PBHG Growth Fund, and American Funds' EuroPacific Growth Fund are stated at fair market value which is determined on the last day of the plan year based on the portfolio of investments owned by the particular funds on that date. Realized and unrealized gain or loss on investments represents the sum of the change in the difference between December 31 market value and cost of investments and the difference between the proceeds received and the cost of investments sold. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 4 Alco Standard Corporation Retirement Savings Plan Notes to Financial Statements (continued) 2. Description of Plan The Alco Standard Corporation Retirement Savings Plan (the "Plan") is a defined contribution plan. Participation is limited to full-time and part-time non-union employees of Alco Standard Corporation and its domestic subsidiaries which adopt the Plan. The name of the Plan was changed from the Alco Standard Corporation Stock Participation Plan to the Alco Standard Corporation Retirement Savings Plan effective October 1, 1995. Effective October 1, 1995, the Alco Standard Corporation Capital Accumulation Plan (the "CAP") and the Alco Standard Corporation Defined Contribution Plan (the "DCP"), were merged into the Plan. Assets of $86,271,577 and $96,868,582 related to the CAP and DCP, respectively, were transferred into the Plan on October 1, 1995. Prior to October 1, 1995, participants could elect to contribute on a pretax basis an amount which was not less than 2% nor more than 6% of annual regular salaries or wages. On October 1, 1995, the Plan was amended to allow participants to contribute 1% to 16% of annual salaries or wages. Contributions are limited by the maximum amount allowable under the Internal Revenue Code. Participants are immediately vested in their contributions. Sponsoring units of Alco Standard Corporation (employers) contribute an amount equal to two-thirds of the first 6% of annual regular salaries or wages that a participant contributes to the Plan. The employers' contribution vests with the participant at 25% per year beginning with the participant's second year of service so that full vesting occurs after five years of service. The participant is also fully vested in the employers' contributions upon retirement, position termination due to permanent shutdown of plant or department, total and permanent disability, or death. 5 Alco Standard Corporation Retirement Savings Plan Notes to Financial Statements (continued) 2. Description of Plan (continued) Prior to October 1, 1995, contributions (and any dividends thereon) were invested in Alco Standard Corporation common stock except for the purchase of cash equivalents pending the purchase of Alco Standard Corporation stock, the distribution of cash from the Plan, or payment to participants for fractional shares. Once the participant reached the age of 55, the participant had the option to exchange a portion of the value of common stock for an investment in a guaranteed investment contract. On October 1, 1995, the Plan was amended to allow participant contributions (and any investment income earned thereon) to be allocated between investments in Alco Standard Corporation common stock or any of the available investment funds. Participants may change investment allocations at any time. Employer matching contributions are made in Alco Standard Corporation common stock and may not be redirected to any of the other available investment options. Additional investments in Georgia-Pacific Corporation common stock (which was transferred by plan merger into the Plan in 1994 from the accounts of employees who formerly worked for a Georgia-Pacific subsidiary) are not permitted. As of December 31, 1996, any remaining Georgia-Pacific Corporation common stock was sold and the proceeds invested by the trustees in Alco Standard Corporation common stock. The following is a brief description of the investment funds in which participants may direct their contributions. Stable Value Fund - Funds are invested in fixed income investments. The fund is managed by The Vanguard Group. Vanguard Institutional Index Fund - Funds are invested solely in the 500 publicly traded stocks in the Standard & Poor's Composite Stock Price Index. The fund is managed by The Vanguard Group. Balanced Fund - Funds are invested equally in the Stable Value Fund and Vanguard Institutional Index Fund. PBHG Growth Fund - Funds are invested primarily in the common stocks of companies with small capitalization and a potential for strong earnings' growth. The fund is managed by Pilgrim Baxter & Associates. American Funds' EuroPacific Growth Fund - Funds are invested in companies located primarily in Europe and the Pacific Basin. The objective of the fund, which is managed by Capital Research and Management Company, is long-term growth of capital. 6 Alco Standard Corporation Retirement Savings Plan Notes to Financial Statements (continued) 2. Description of Plan (continued) Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of $50,000 or 50% of their account balance, whichever is less. Loan terms range from 1-5 years or up to 15 years for the purchase of a primary residence. The loans are secured by the balance in the participant's account and bear interest at a rate equal to the prime lending rate. The Company has the right to amend or terminate the Plan at any time. In the event of Plan termination, the rights of affected participants shall be 100% vested. Administrative expenses of the Plan are paid by the Plan. The following plans were merged into the Plan on the effective dates indicated.
Effective Date Plan of Merger - ---------------------------------------------------------------------------------------------------------------------------- Creative Graphic Services, Inc. Profit Sharing Plan March 1, 1996 Service Packaging Corporation Profit Sharing Plan March 1, 1996 Adrian-Lewis, Inc. Profit Sharing Plan April 1, 1996 Business Products, Inc. 401(k) Plan April 1, 1996 Carousel Computer Solutions Thrift Plan April 1, 1996 The R3 Group 401(k) Plan April 1, 1996 RBPI Retirement Plan April 1, 1996 Reprotech Document Services, Inc. 401(k) Profit Sharing Plan April 1, 1996 Select Office Systems, Inc. 401(k) Plan April 1, 1996 Allstate Business Products, Inc. Integrated Defined Contribution Plan May 1, 1996 Basetec 401(k) Profit Sharing Plan May 1, 1996 Cash Lewis Company 401(k) Plan May 1, 1996 The Clark Group Ltd. Profit Sharing Plan May 1, 1996 Cyberstar Corporation Employee Stock Ownership Plan May 1, 1996 Cyberstar Corporation 401(k) Plan May 1, 1996 Decker's Inc. 401(k) Retirement Plan May 1, 1996 Diversified Business Products, Inc. Retirement Savings Plan May 1, 1996 Inlander-Steinler Paper Company Profit Sharing Plan May 1, 1996 Mankato Business Products, Inc. 401(k) Profit Sharing Plan May 1, 1996 Miami Valley Office Products, Inc. 401(k) Profit Sharing Plan May 1, 1996 Packaging Consultants & Supply Co., Inc. Profit Sharing and Incentive Savings Plan May 1, 1996
7 Alco Standard Corporation Retirement Savings Plan Notes to Financial Statements (continued) 2. Description of Plan (continued)
Effective Date Plan of Merger - ----------------------------------------------------------------------------------------------------------------------------- SOS Office Systems, Inc. Profit Sharing Plan May 1, 1996 Spiral Recycling, Inc. Profit Sharing Plan May 1, 1996 Western Paper Distributors, Inc. Profit Sharing Plan May 1, 1996 Business Services Company of Utica, Inc. Profit Sharing Plan June 1, 1996 Camadon, Inc. 401(k) Profit Sharing Plan June 1, 1996 Coordinated Business Systems Ltd. Savings Plan June 1, 1996 Corporate Graphics, Inc. Tax Deferred Retirement Plan June 1, 1996 Jack Davenport Typewriter Company Profit Sharing 401(k) Plan June 1, 1996 D&D Office Products, Inc. 401(k) Plan June 1, 1996 Document Services, Inc. Profit Sharing Retirement Plan June 1, 1996 Quorum Corporation Profit Sharing Retirement Plan June 1, 1996 Atlanta Legal Copies, Inc. 401(k) Retirement Savings Plan July 1, 1996 Complete Business Systems, Inc. Thrift and Profit Sharing Plan July 1, 1996 Copy Data of Lafayette, Inc. Profit Sharing 401(k) Plan July 1, 1996 CDP Imaging Systems 401(k) Plan July 1, 1996 DeGroot Office Machine Company Profit Sharing Plan July 1, 1996 Marwyck 401(k) Plan July 1, 1996 MBS Business Systems, Inc. 401(k) Profit Sharing Plan July 1, 1996 More Copy Systems, Inc. 401(k) Profit Sharing Plan July 1, 1996 Raban Supply, Inc. 401(k) Profit Sharing Plan July 1, 1996 RMA/Kolko Corporation Profit Sharing/401(k) Plan July 1, 1996 Richards & Simmons, Inc. Profit Sharing Savings Plan July 1, 1996 Scot Business Systems, Inc. 401(k) Plan July 1, 1996 Set Point Paper 401(k) Pension and Savings Plan July 1, 1996 Source One Corporation, Inc. Profit Sharing Savings Plan July 1, 1996 Source One Supply of Ft. Wayne, Inc. Profit Sharing Savings Plan July 1, 1996 Standard Copy, Inc. 401(k) Plan July 1, 1996 Systems, Inc. Pension Plan July 1, 1996 West Coast Information Systems, Inc. Employees' 401(k) and Profit Sharing Plan July 1, 1996 Carr Paper Company 401(k) Profit Sharing Plan October 1, 1996 Central Office Products, Inc. 401(k) Plan October 1, 1996 Conifer Crent Company Salary Savings Plan October 1, 1996 Copy Systems of Savannah, Inc. 401(k) Retirement Plan October 1, 1996 Engineered Packaging Systems, Inc. Retirement Plan October 1, 1996 Engineered Packaging Systems Indiana, Inc. Retirement Plan October 1, 1996 Graham Copy Products, Inc. Profit Sharing Plan October 1, 1996
8 Alco Standard Corporation Retirement Savings Plan Notes to Financial Statements (continued) 2. Description of Plan (continued)
Effective Date Plan of Merger - ----------------------------------------------------------------------------------------------------------------------------- Sun Office Systems, Inc. 401(k) Plan November 1, 1995 Delson Business Systems, Inc. Profit Sharing Plan/401(k) Plan November 1, 1995 OES, Inc. 401(k) Profit Sharing Plan November 1, 1995 Data Graphics Northwest, Inc. Retirement Salary Savings & Profit Sharing Plan November 1, 1995 Advance Office Machines Company 401(k) Plan November 1, 1995 Baker Business Systems, Inc. 401(k) Plan November 1, 1995 Christie's Profit Sharing and 401(k) Plan November 1, 1995 Delta Packaging Corporation 401(k) Plan November 1, 1995 Commercial Office Machines 401(k) Profit Sharing Plan November 1, 1995 More Copy Systems North, Inc. Profit Sharing Plan November 1, 1995 The Copier Store Employees Profit Sharing Plan November 1, 1995 Optech Industries, Inc. Profit Sharing and 401(k) Plan November 1, 1995 Copy America, Inc. 401(k) Retirement Savings Plan December 1, 1995 ALA of Rochester, Inc. 401(k) Plan December 1, 1995 Copy Service, Inc. 401(k) Profit Sharing Plan December 1, 1995 Greenwood Plaza Print Shop, Inc. Profit Sharing Plan December 1, 1995 Better Office Systems, Inc. 401(k) Profit Sharing Plan December 1, 1995 MPI Business Systems, Inc. 401(k) Plan December 1, 1995 Smith Copy Systems, Inc. 401(k) Profit Sharing Plan December 1, 1995 Yost Office Systems, Inc. Profit Sharing Plan December 1, 1995
The above mergers resulted in transfers of net assets to the Plan of $55,671,620 and $13,288,608 during the plan years ended December 31, 1996 and 1995, respectively. Information about the Plan, including vesting, withdrawal provisions and special provisions related to the merged plans, is contained in the Summary Plan Description, which is available from the Plan Administrator. 3. Unisource Spin-off On June 19, 1996, Alco Standard Corporation ("Alco") announced that it would separate Unisource, its printing and imaging and supply systems distribution business from IKON, its office solutions business, with each business operating as a stand-alone, publicly traded company. In order to effect the separation of these businesses, Alco declared a dividend payable to holders of record of Alco common stock at the close of business on December 13, 1996 of one share of common stock, $.001 par value, of Unisource for every two shares of Alco stock. The distribution resulted in 100% of the outstanding shares of Unisource common stock being distributed to Alco shareholders on January 2, 1997. In addition, the name of the Corporation was changed from Alco Standard Corporation to IKON Office Solutions, Inc. effective January 23, 1997. Following the spin-off of Unisource, which was completed on 9 Alco Standard Corporation Retirement Savings Plan Notes to Financial Statements (continued) 3. Unisource Spin-off (continued) December 31, 1996, a retirement savings plan covering eligible employees of Unisource was established effective January 1, 1997. Net assets of the Plan of $361,438,780, equal to the aggregate account balances of active employees of Unisource on January 2, 1997, were transferred to the Unisource Worldwide, Inc. Retirement Savings Plan (Unisource Plan). Effective January 1, 1997, the name of the Plan was changed to the IKON Office Solutions Retirement Savings Plan (IKON Plan). 4. Income Tax Status The Internal Revenue Service has ruled that the Plan qualifies under section 401(a) of the Internal Revenue Code (IRC) and, therefore, the related trust is not subject to tax under present income tax laws. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Trustees are not aware of any course of action or series of events that have occurred that might adversely affect the Plan's qualified status. 5. Investments Individual investments that represent 5% or more of the fair value of net assets available for benefits are as follows:
Shares or Identity of Investments Par Value Cost Market Value - ------------------------------------------------------------------------------------------- December 31, 1996: Alco Standard Corporation Common Stock 11,474,979 shares $ 283,543,051 $ 592,395,791 Vanguard Institutional Index Fund 704,064 units 42,317,379 48,481,810 December 31, 1995: Alco Standard Corporation Common Stock 11,391,442 shares $ 258,527,092 $ 519,734,541
10 Alco Standard Corporation Retirement Savings Plan Notes to Financial Statements (continued) 5. Investments (continued) Information about the net assets available for benefits by separate investment programs at December 31, 1996 and 1995 is as follows:
American Vanguard Funds' Alco Common Stable Value Institutional PBHG Growth EuroPacific Georgia-Pacific Stock Fund Index Fund Balanced Fund Fund Growth Fund Common Stock --------------------------------------------------------------------------------------------------- 1996 Assets Investments: Cash and cash equivalents $ 10,842,575 $ 10,011,270 $ -- $ 990,232 $ -- $ -- $ -- Alco Standard Corporation common stock 592,395,791 Investment funds 69,050,098 40,322,117 14,910,688 37,482,182 13,521,672 Participant loans Transfer receivable from merged plans Investment income receivable 59,499 44,857 1,041,100 214,891 --------------------------------------------------------------------------------------------------- Total assets 603,297,865 79,106,225 41,363,217 16,115,811 37,482,182 13,521,672 -- Liabilities Accrued administrative expenses --------------------------------------------------------------------------------------------------- Net assets available for benefits $603,297,865 $ 79,106,225 $ 41,363,217 $16,115,811 $37,482,182 $13,521,672 $ -- =================================================================================================== 1995 Assets Investments: Cash and cash equivalents $ 14,469,557 $ 6,408,605 $ -- $ 409,060 $ -- $ -- $ -- Alco Standard Corporation common stock 519,734,541 Investment funds 63,545,775 25,457,169 9,182,361 10,087,306 3,653,507 Georgia-Pacific Corporation common stock 4,141,587 Participant loans Transfer receivable from merged plans Investment income receivable 56,523 518,839 98,056 126 --------------------------------------------------------------------------------------------------- Total assets 534,260,621 70,473,219 25,457,169 9,689,477 10,087,306 3,653,507 4,141,713 Liabilities Cash overdraft 873,948 Accrued administrative expenses --------------------------------------------------------------------------------------------------- Net assets available for benefits $534,260,621 $ 70,473,219 $ 25,457,169 $ 9,689,477 $10,087,306 $ 3,653,507 $ 3,267,765 =================================================================================================== Participant Loans Other Assets Total ------------------------------------------ 1996 Assets Investments: Cash and cash equivalents $ 348 $ 4,930,925 $ 26,775,350 Alco Standard Corporation common stock 592,395,791 Investment funds 175,286,757 Participant loans 24,476,213 24,476,213 Transfer receivable from merged plans 1,444,397 1,444,397 Investment income receivable 24,188 1,384,535 ---------------------------------------- Total assets 24,476,561 6,399,510 821,763,043 Liabilities Accrued administrative expenses 527,294 527,294 ---------------------------------------- Net assets available for benefits $ 24,476,561 $ 5,872,216 $821,235,749 ======================================== 1995 Assets Investments: Cash and cash equivalents $ -- $ 7,588,083 $ 28,875,305 Alco Standard Corporation common stock 519,734,541 Investment funds 111,926,118 Georgia-Pacific Corporation common stock 4,141,587 Participant loans 10,964,688 10,964,688 Transfer receivable from merged plans 6,751,348 6,751,348 Investment income receivable 19,172 692,716 ---------------------------------------- Total assets 10,964,688 14,358,603 683,086,303 Liabilities Cash overdraft 873,948 Accrued administrative expenses 180,474 180,474 ---------------------------------------- Net assets available for benefits $ 10,964,688 $ 14,178,129 $682,031,881 ========================================
Alco Standard Corporation Retirement Savings Plan Notes to Financial Statements (continued) 5. Investments (continued) The changes in net assets available for benefits by separate investment programs for the years ended December 31, 1996 and 1995 are as follows:
Vanguard Alco Common Stable Value Institutional PBHG Growth Stock Fund Index Fund Balanced Fund Fund ---------------------------------------------------------------------------- Net assets available for benefits at January 1, 1995 $306,866,056 $ 6,473,895 $ - $ - $ - Employee contributions 39,016,141 122,503 177,989 87,624 347,857 Employer contributions 25,229,597 4,568 2,339 4,614 2,584 Investment income 5,658,382 1,322,060 390,583 65,037 Assets transferred or receivable from merged plans 68,109,329 74,370,638 23,848,599 6,359,311 86,505 Benefit payments (34,050,713) (10,282,771) (1,229,657) (435,086) (105,624) Administrative expenses (244,700) Realized and unrealized gain (loss) on investments 148,118,811 1,085,363 251,514 854,523 Interfund transfers (24,442,282) (1,537,674) 1,181,953 3,356,463 8,901,461 --------------------------------------------------------------------------- Net assets available for benefits at December 31, 1995 534,260,621 70,473,219 25,457,169 9,689,477 10,087,306 Employee contributions 43,929,005 962,790 2,278,511 1,047,304 4,224,837 Employer contributions 26,158,465 41,763 39,838 29,482 37,393 Investment income 6,919,153 4,187,453 1,102,416 221,056 Assets transferred or receivable from merged plans 4,518,838 42,178,906 760,877 822,446 1,310,825 Benefit payments (56,021,674) (22,304,429) (3,067,332) (1,659,181) (1,639,349) Administrative expenses Realized and unrealized gain (loss) on investments 68,734,437 5,484,869 1,491,217 1,336,287 Interfund transfers (25,200,980) (16,433,477) 9,306,869 4,474,010 22,124,883 --------------------------------------------------------------------------- Net assets available for benefits at December 31, 1996 $603,297,865 $ 79,106,225 $ 41,363,217 $ 16,115,811 $ 37,482,182 =========================================================================== American Funds' EuroPacific Georgia-Pacific Participant Growth Fund Common Stock Loans Other Assets Total ---------------------------------------------------------------------------- Net assets available for benefits at January 1, 1995 $ - $ - $ - $ - $ 313,339,951 Employee contributions 133,542 15,191 39,900,847 Employer contributions 2,557 25,246,259 Investment income 66,198 50,371 47,243 47,843 7,647,717 Assets transferred or receivable from merged plans 36,863 10,493,432 904,689 12,219,401 196,428,767 Benefit payments (55,588) (2,434,860) (48,594,299) Administrative expenses (199,224) (443,924) Realized and unrealized gain (loss) on investments 15,158 (1,818,806) 148,506,563 Interfund transfers 3,454,777 (3,037,563) 10,012,756 2,110,109 - --------------------------------------------------------------------------- Net assets available for benefits at December 31, 1995 3,653,507 3,267,765 10,964,688 14,178,129 682,031,881 Employee contributions 1,564,634 54,007,081 Employer contributions 21,208 25,328,149 Investment income 559,510 1,473 1,544,694 384,696 14,920,451 Assets transferred or receivable from merged plans 475,152 236,743 5,367,833 55,671,620 Benefit payments (694,833) (99,051) (85,485,849) Administrative expenses (4,269,789) (4,269,789) Realized and unrealized gain (loss) on investments 962,574 22,821 78,032,205 Interfund transfers 6,979,920 (3,193,008) 11,730,436 (9,788,653) - --------------------------------------------------------------------------- Net assets available for benefits at December 31, 1996 $ 13,521,672 $ - $ 24,476,561 $ 5,872,216 $ 821,235,749 ===========================================================================
12 Alco Standard Corporation Retirement Savings Plan Notes to Financial Statements (continued) 6. Transactions with Parties-in-Interest During 1996 and 1995, respectively, the Plan purchased from Alco Standard Corporation 840,331 shares (cost $39,456,849) and 1,499,238 shares (cost $53,534,266) of its common stock. Amounts paid for these shares approximated the average market price in the month of purchase. 7. Differences Between Financial Statements and Form 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
December 31, 1996 1995 --------------------------------------- Net assets available for benefits per the financial statements $ 821,235,749 $ 682,031,881 Amounts allocated to withdrawn participants (829,831) (404,562) =================== =================== Net assets available for benefits per the Form 5500 $ 820,405,918 $ 681,627,319 =================== ===================
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:
Year ended December 31, 1996 -------------------- Benefits paid to participants per the financial statements $ 85,485,849 Add: amounts allocated to withdrawn participants at December 31, 1996 829,831 Less: amounts allocated to withdrawn participants at December 31, 1995 (404,562) ==================== Benefits paid to participants per the Form 5500 $ 85,911,118 ====================
Amounts allocated to withdrawn participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to year end but not yet paid. 13 Alco Standard Corporation Retirement Savings Plan Notes to Financial Statements (continued) 8. Subsequent Events As a result of the spin-off of Unisource Worldwide, Inc. described in Note 3, the Plan received 5,737,490 shares of Unisource common stock on January 2, 1997 and the name of the Corporation was changed to IKON Office Solutions, Inc. effective January 23, 1997. The Plan has experienced a material decline in net assets available for benefits subsequent to December 31, 1996 due to to the transfer of assets of $361,438,780 to the Unisource Plan as described in Note 3 and declines in the market value of IKON and Unisource common stock from $41 1/2 and $20 1/4 per share, respectively, at December 31, 1996 to $28 3/8 and $17 3/8, respectively at May 16, 1997. The following plans were merged into Plan on the effective dates indicated.
Effective Date Plan of Merger - -------------------------------------------------------------------------------------------------------------------------- BCS Integration 401(k) Plan January 1, 1997 Blue-Prints, Inc. 401(k) Profit Sharing Plan January 1, 1997 Cleo's Products & Services, Inc. 401(k) Plan January 1, 1997 The Computer Group, Inc. 401(k) Plan January 1, 1997 Data-Image Systems Corp. 401(k) Profit Sharing Plan January 1, 1997 Executive Automation Consultants, Inc./Network Institute of America, Inc. Profit Sharing Plan January 1, 1997 Global Services, Inc. Employee Savings Plan January 1, 1997 Graphic Management & Services Group, Inc. Profit Sharing Plan January 1, 1997 Integra Technology International, Inc. 401(k) Profit Sharing Plan January 1, 1997 Lasergraphics 401(k) Profit Sharing Plan January 1, 1997 Legal One, Inc. 401(k) Plan January 1, 1997 Mount Auburn Press, Inc. 401(k) Plan January 1, 1997 Prounis Consulting Group, Inc. 401(k) Plan January 1, 1997 Real World Systems, Inc. 401(k) Plan January 1, 1997 Sunrise Computer Systems, Inc. 401(k) Profit Sharing Plan January 1, 1997 Universal Network, Inc. Savings and Profit Sharing Plan January 1, 1997 The Woodhull Corporation Profit Sharing and Savings Plan January 1, 1997 Zachary Jackson, Inc. Profit Sharing Plan January 1, 1997 Zachary Jackson, Inc. 401(k) Plan January 1, 1997 City Business Machines, Inc. 401(k) Plan April 1, 1997 HBM Technology Services, Inc. 401(k) Profit Sharing Plan April 1, 1997 Kenwood Associates 401(k) Plan April 1, 1997 Key Business Systems, Inc. Profit Sharing Plan April 1, 1997
Assets related to the mergers in 1997 will be transferred to the Plan as soon as administratively possible. 14 Alco Standard Corporation Retirement Savings Plan Assets Held for Investment Purposes December 31, 1996
Identity of Issue Description of Cost Current Value Investment - ------------------------------------------------------------------------------------------ Collective Short Term Short-term fixed income Investment Fund of the investments - 26,775,350 Northern Trust Company* units $ 26,775,350 $ 26,775,350 Alco Standard Corporation* Common Stock - 11,474,979 shares 283,543,051 592,395,791 Vanguard Institutional Equity investments - Index Fund 704,064 units 42,317,379 48,481,810 PBHG Growth Fund Equity investments - 1,426,806 units 36,095,812 37,482,182 American Funds' EuroPacific Equity investments - Growth Fund 519,266 units 12,677,291 13,521,673 Deutsche Bank Guaranteed investment contracts - 26,617,089 units 26,617,089 26,617,089 United Bank of Switzerland Guaranteed investment contracts - 10,565,766 units 10,565,766 10,565,766 Principal Mutual Guaranteed investment contracts - 7,543,591 units 7,543,591 7,543,591 Bayerische Landesbank Guaranteed investment contracts - 10,466,271 units 10,466,271 10,466,271 Metropolitan Life Guaranteed investment Insurance Company contracts - 10,444,026 units 10,444,026 10,444,026 Caisse des Depots et Guaranteed investment Consignations contracts - 10,164,349 units 10,164,349 10,164,349 Participant loans Participant loans, at various interest rates ranging between 6% and 11.5% - 24,476,213 --------------------------------- $477,209,975 $818,934,111 =================================
*Party-in-interest 15 Alco Standard Corporation Retirement Savings Plan Reportable Transactions Year ended December 31, 1996
Selling Price or Net Gain Identity of Party Involved Description of Assets Purchase Price Maturity Value Cost or (Loss) - ------------------------------------------------------------------------------------------------------------------------------------ Category III--A series of transactions in a security issue aggregating 5% of plan assets - ---------------------------------------------------------------------------------------- Alco Standard Corporation* Common stock--purchased 840,331 shares and sold 756,794 shares in multiple transactions $ 39,456,849 $ 25,027,658 $ 14,440,890 $ 10,586,768 PBHG Growth Fund Equity investments--purchased 1,405,151 shares and sold 400,066 shares in multiple transactions 36,500,173 10,441,584 9,644,439 797,145 Collective Short-Term Short-term fixed income Investment Fund of The investments--purchased 671,990,542 Northern Trust Company* units and sold 674,090,497 shares in multiple transactions 671,990,542 674,090,497 674,090,497 --
Pursuant to Department of Labor Regulation Section 2520.103-6, there were no Category I, II, or IV reportable transactions during the year ended December 31, 1996. *Party-in-interest 16 FORM 11-K IKON OFFICE SOLUTIONS, INC. RETIREMENT SAVINGS PLAN FISCAL YEAR ENDED DECEMBER 31, 1996 INDEX TO EXHIBITS -----------------
Exhibit Number Description - -------------- ----------- Exhibit 23 Consent of Independent Auditors
EX-23 2 CONSENT OF INDEPENDENT AUDITORS Exhibit 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-19267 pertaining to the IKON Office Solutions, Inc. Retirement Savings Plan (formerly the Alco Standard Corporation Retirement Savings Plan) of our report dated May 16, 1997, with respect to the financial statements and schedules of the IKON Office Solutions, Inc. Retirement Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1996. /s/ Ernst & Young LLP Philadelphia, Pennsylvania June 25, 1997 -----END PRIVACY-ENHANCED MESSAGE-----