EXHIBIT 1.1
TERMS AGREEMENT
December 6, 1995
Xxxxxx Xxxxxxx & Co. Incorporated,
Xxxxxxx, Sachs & Co.,
Xxxxxx Brothers Inc.,
Prudential Securities Incorporated,
c/o Morgan Xxxxxxx & Co. Incorporated,
0000 Xxxxxxxx,
Xxx Xxxx, Xxx Xxxx 00000.
Dear Sirs:
Alco Standard Corporation (the "Company") proposes, subject to the
terms and conditions stated herein and in the Underwriting Agreement, dated
December 6, 1995 (the "Underwriting Agreement"), between the Company on one hand
and Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxxx, Sachs & Co., Xxxxxx Brothers
Inc. and Prudential Securities Incorporated, as the several Underwriters, on the
other hand, to issue and sell to the Underwriters named in Schedule I hereto
(the "Underwriters") the Securities specified in Schedule II hereto (the
"Purchased Securities"). Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Terms Agreement to the same extent as if such provision had been
set forth in full herein, and each of the representations and warranties set
forth therein shall be deemed to have been made at and as of the date of this
Terms Agreement. Each reference to the Representatives herein and in the
provisions of the Underwriting Agreement so incorporated by reference shall be
deemed to refer to you. Unless otherwise defined herein, terms defined in the
Underwriting Agreement are used herein as therein defined.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Purchased Securities, in the
form heretofore delivered to you is now proposed to be filed, or in the case of
a supplement, mailed for filing, with the Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement, the Company agrees to issue and sell to each of the
Underwriters, and each of the Underwriters agrees, severally and not jointly, to
purchase from the Company, at a purchase price to the Underwriters set forth in
Schedule II hereto, the principal amount of Purchased Securities set forth
opposite the name of such Underwriter in Schedule I hereto, less the principal
amount of Purchased Securities, if any, covered by Delayed Delivery Contracts.
If the foregoing is in accordance with your understanding, kindly sign
and return to us six counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company.
Very truly yours,
ALCO STANDARD CORPORATION
By /s/ Xxxxxxxx X. Xxxxx
--------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Vice President and Treasurer
Accepted as of the date hereof:
Xxxxxx Xxxxxxx & Co. Incorporated
Xxxxxxx, Sachs & Co.
Xxxxxx Brothers Inc.
Prudential Securities Incorporated
By Xxxxxx Xxxxxxx & Co. Incorporated
By /s/ Xxxxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
SCHEDULE I
Principal
Amount
of Purchased
Securities to
Underwriter be Purchased
----------- -------------
Xxxxxx Xxxxxxx & Co. Incorporated................................ $ 75,000,000
Xxxxxxx, Sachs & Co.............................................. 75,000,000
Xxxxxx Brothers Inc.............................................. 75,000,000
Prudential Securities Incorporated............................... 75,000,000
------------
Total............................................................ $300,000,000
============
SCHEDULE II
Title of Purchased Securities: 6.75% Bonds Due December 1, 2025
Amount of Securities: $300,000,000
Price to Public: $ 295,440,000 (98.480%)
Purchase Price by Underwriters: $ 292,815,000 (97.605%)
Specified Funds for Payment of Purchase Price: Same Day Funds
Indenture: Dated as of December 11, 1995, between Alco Standard Corporation
and First Fidelity Bank, National Association
Maturity: December 1, 2025
Interest Rate: 6.75%
Interest Payment Dates: June 1 and December 1, beginning June 1, 1996
Regular Record Dates: May 15 and November 15, beginning May 15, 1996
Redemption Provisions: Bonds will be redeemable as a whole or in part, at
the option of the Company at any time, at a
redemption price equal to the greater of (i) 100% of
their principal amount or (ii) the sum of the present
values of the remaining scheduled payments of
principal and interest thereon discounted to maturity
on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury
Yield (as defined in the Prospectus) plus 15 basis
points, plus in each case accrued interest to the
date of redemption.
Sinking Fund Provisions: None
Stock Exchange Listing: None
Place for Checking and Delivery of the Purchased Securities will be made
Packaging Purchased through the book-entry facilities of The Depository
Securities: Trust Company
Closing Date and Time: December 11, 1995, 9:00 a.m., New York time
Closing Location: Xxxxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000
Manner of Payment for
Purchased Securities: Wire transfer
Address for Notices
per Section 12: Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Registration Department
Xxxxxxx, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Registration Department
Xxxxxx Brothers Inc.
0 Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Registration Department
Prudential Securities Incorporated
One Xxx Xxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
Other Terms: None
