SEC Info - Ikon Office Solutions Inc - ‘8-A12B’ on 7/20/95

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Ikon Office Solutions Inc – ‘8-A12B’ on 7/20/95 – EX-2

As of: Thursday, 7/20/95 · Accession #: 950130-95-1343 · File #: 1-05964

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/20/95  Ikon Office Solutions Inc         8-A12B                 5:140K                                   Donnelley R R & S… 02/FA

Registration of a Class of Securities — Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B      Form 8-A                                               4     13K 
 2: EX-1        Form of Depositary Share                              12     38K 
 3: EX-2        Form of Deposit Agreement                             30     98K 
 4: EX-3        Form of Series Bb Conversion                           2     10K 
 5: EX-4        Form of Certificate                                   15     43K

EX-2 — Form of Deposit Agreement
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Deposit Agreement
1	1st Page - Filing Submission
"	Deposit Agreement

EX-2 1st Page of 30 TOC ↑Top Previous Next ↓Bottom Just 1st
 
                                                                       EXHIBIT 2

                                                          Draft of July 14, 1995

DEPOSIT AGREEMENT 
dated as of July  , 1995
among 

ALCO STANDARD CORPORATION,
an Ohio corporation,

NATIONAL CITY BANK, 
a national banking association, 

AND THE HOLDERS FROM TIME TO TIME 
OF THE RECEIPTS DESCRIBED HEREIN. 

       WHEREAS, it is desired to provide, as hereinafter set forth in this
Deposit Agreement, for the deposit of shares of Series BB Conversion Preferred  
Stock, no par value, of ALCO STANDARD CORPORATION with the Depositary (as       
hereinafter defined) for the purposes set forth in this Deposit Agreement and   
for the issuance hereunder of Receipts (as hereinafter defined) by the          
Depositary evidencing Depositary Shares (as hereinafter defined) in respect of  
the Stock (as hereinafter defined) so deposited; and                            

          WHEREAS, the Receipts are to be substantially in the form of Exhibit A
                                                                       ---------
annexed hereto, with appropriate insertions, modifications and omissions as     
hereinafter provided in this Deposit Agreement;                                 

         NOW, THEREFORE, in consideration of the premises contained herein and
such other good and valuable consideration, receipt of which is hereby          
acknowledged, the parties hereto agree as follows:                              

ARTICLE I 

DEFINITIONS 

      The following definitions shall for all purposes, unless otherwise
indicated, apply to the respective terms used in this Deposit Agreement and the 
Receipts (as hereinafter defined):                                              

        "Certificate" shall mean the Certificate of Amendment to the Amended
Articles of Incorporation filed with the Secretary of State of Ohio establishing
the Stock as a series of preferred stock of the Company, as it may be amended   
from time to time in accordance with its terms.                                 

       "Common Stock" shall mean the Company's Common Stock, no par value.

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        "Company" shall mean Alco Standard Corporation, an Ohio corporation,
and its successors.                                                             

        "Deposit Agreement" shall mean this Deposit Agreement, as amended or
supplemented from time to time in accordance with the terms hereof.             

  "Depositary" shall mean National City Bank, a national banking
association, and any successor Depositary hereunder.                            

"Depositary Shares" shall mean the Depositary Shares, each  
representing a one-one hundredth (1/100) interest in a share of Stock and       
evidenced by a Receipt.                                                         

        "Depositary's Agent" shall mean an agent appointed by the Depositary
pursuant to Section 7.05.                                                       

"Depositary's Office" shall mean the principal office of the
Depositary at which at any particular time its depositary business shall be     
administered.                                                                   

   "Receipt" shall mean one of the depositary receipts, whether in
definitive or temporary form, issued hereunder by the Depositary, each          
representing any number of whole Depositary Shares.  If the context so requires,
the term "Receipt" shall be deemed to include the DTC Receipt (as defined in    
Section 2.01 hereof).                                                           

        "Record Holder" or "Holder" with respect to a Receipt shall mean the
individual, entity or person in whose name a Receipt is registered on the books 
of the Depositary or any register of any Registrar maintained for such purpose  
at a given time.                                                                

  "Registrar" shall mean any bank or trust company that shall be
appointed by the Depositary to register ownership and transfers of Receipts as  
herein provided and may include the Depositary.                                 

   "Stock" shall mean shares of the Company's Series BB Conversion
Preferred Stock (liquidation preference $_______  per share).                   

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ARTICLE II  

BOOK-ENTRY FORM; FORM OF RECEIPTS; DEPOSIT OF STOCK; EXECUTION AND DELIVERY,
TRANSFER AND SURRENDER OF RECEIPTS

        SECTION 2.01.  Book-Entry Form; Form and Transfer of Receipts.   The
                ----------------------------------------------
Company and the Depositary shall make application to The Depository Trust       
Company ("DTC") for acceptance of all or a portion of the Receipts for its book-
entry settlement system.  The Company hereby appoints the Depositary acting     
through any authorized officer thereof as its attorney-in-fact, will full power 
to delegate, for purposes of executing any agreements, certifications or other  
instruments or documents necessary or desirable in order to effect the          
acceptance of such Receipts for DTC eligibility, including but not limited to,  
the FAST Balance Certificate Agreement between the Depositary and DTC (the "FAST
Agreement"), a copy of which is attached as Exhibit B.  So long as the Receipts 
                 ---------
are eligible for book-entry settlement with DTC except as provided for in       
Section [2.09] of this Deposit Agreement, or unless otherwise required by law,  
all Depositary Shares to be traded on the New York Stock Exchange with book-    
entry settlement through DTC shall be represented by a single receipt (the "DTC 
Receipt") which shall be deposited with DTC (or its designee) evidencing all    
such Depositary Shares and registered in the name of the nominee of DTC         
(initially expected to be Cede & Co.).  National City Bank or such other entity 
as is agreed to by DTC may hold the DTC Receipt as custodian for DTC.  During   
any period in which any Depositary Shares are evidenced by the DTC Receipt      
except as expressly provided for in Section 2.10 of this Deposit Agreement, no  
person acquiring Depositary Shares traded on the New York Stock Exchange with   
book-entry settlement through DTC shall receive or be entitled to receive       
physical delivery of the Receipts evidencing such Depositary Shares.  Ownership 
of beneficial interests in the DTC Receipt shall be shown on, and the transfer  
of such ownership shall be effected through, records maintained by (i) DTC or   
its nominee for such DTC Receipt, or (ii) institutions that have accounts with  
DTC.                                                                            

       If DTC subsequently ceases to make its book-entry settlement system
available for the Receipts, the Company may instruct the Depositary regarding   
making other arrangements for book-entry settlement.  In the event that the     
Receipts are not eligible for, or it is no longer necessary to have the Receipts
available in book-entry form, the Depositary shall provide written instructions 
to DTC to deliver to the Depositary for cancellation the DTC Receipt, and the   
Company shall instruct the Depositary to deliver to the beneficial owners of the
Depositary Shares previously                                                    

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evidenced by the DTC Receipt definitive Receipts in physical form evidencing    
such Depositary Shares.  Such definitive Receipts shall be in the form annexed  
hereto as Exhibit A with appropriate insertions, modifications and omissions, as
---------                                                   
hereafter provided.                                                             

      The beneficial owners of Depositary Shares shall, except as stated
above with respect to Depositary Shares in book-entry form represented by the   
DTC Receipt, be entitled to receive Receipts in physical, certificated form as  
herein provided.                                                                

        The Receipts may be typewritten, in the case of the DTC Receipt, and
otherwise shall, upon notice by the Company to the Depositary, be definitive    
Receipts which shall be engraved, printed or typewritten and shall be           
substantially in the form set forth in Exhibit A annexed to this Deposit        
       ---------
Agreement, with appropriate insertions, modifications and omissions, as         
hereinafter provided.  The DTC Receipt shall bear such legend or legends as may 
be required by DTC in order for it to accept the Depositary Shares for its book-
entry settlement system.  Pending the preparation of definitive Receipts, the   
Depositary, upon the written order of the Company delivered in compliance with  
Section 2.02, shall execute and deliver temporary Receipts, which shall be      
printed, lithographed, typewritten, mimeographed or otherwise substantially of  
the tenor of the definitive Receipts in lieu of which they are issued and with  
such appropriate insertions, omissions, substitutions and other variations as   
the persons executing such Receipts may determine, as evidenced by their        
execution of such Receipts.  If temporary Receipts are issued, the Company and  
the Depositary will cause definitive Receipts to be prepared without            
unreasonable delay.  After the preparation of definitive Receipts, the temporary
Receipts shall be exchangeable for definitive Receipts upon surrender of the    
temporary Receipts at the Depositary's Office, without charge to the holder.    
Upon surrender for cancellation of any one or more temporary Receipts, the      
Depositary shall execute and deliver in exchange therefor definitive Receipts   
representing the same number of Depositary Shares as represented by the         
surrendered temporary Receipt or Receipts registered in the name (and only the  
name) of the holder of the temporary Receipt.  Such exchange shall be made at   
the Company's expense and without any charge therefor to the holder.  Until so  
exchanged, the temporary Receipts shall in all respects be entitled to the same 
benefits under this Deposit Agreement, and with respect to the Stock, as        
definitive Receipts.                                                            

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        Receipts shall be executed by the Depositary by the manual signature
of a duly authorized officer of the Depositary; provided, however, that such    
                                 --------- -------
signature may be a facsimile if a Registrar for the Receipts (other than the    
Depositary) shall have been appointed and such Receipts are countersigned by    
manual signature of a duly authorized officer of the Registrar.  No Receipt     
shall be entitled to any benefits under this Deposit Agreement or be valid or   
obligatory for any purpose unless it shall have been executed manually by a duly
authorized officer of the Depositary or, if a Registrar for the Receipts (other 
than the Depositary) shall have been appointed, by facsimile signature of a duly
authorized officer of the Depositary and countersigned manually by a duly       
authorized officer of such Registrar.  The Depositary shall record on its books 
each Receipt so signed and delivered as hereinafter provided.  The manual or    
facsimile signatures of individuals who were at any time proper officers of the 
Depositary or the Registrar, as the case may be, shall constitute adequate      
signatures hereunder, notwithstanding that such individuals or any of them have 
ceased to hold such offices prior to the delivery of Receipts bearing such      
signatures or did not hold such offices on the date of delivery of such         
Receipts.                                                                       

        Receipts shall be in denominations of any number of whole Depositary
Shares.                                                                         

          Receipts may be endorsed with or have incorporated in the text thereof
such legends or recitals or changes not inconsistent with the provisions of this
Deposit Agreement as may be required by the Depositary and approved by the      
Company or required to comply with any applicable law or regulation or with the 
rules and regulations of any securities exchange upon which the Stock, the      
Depositary Shares or the Receipts may be listed or to conform with any usage    
with respect thereto, or to indicate any special limitations or restrictions to 
which any particular Receipts are subject.                                      

        Title to any Receipt (and to the Depositary Shares evidenced by such
Receipt) that is properly endorsed, or accompanied by a properly executed       
instrument of transfer, shall be transferable by delivery of such Receipt with  
the same effect as if such Receipt were a negotiable instrument; provided,      
                                                          --------
however, that until transfer of a Receipt shall be registered on the books of   
-------                                                                         
the Registrar, on behalf of the Depositary, as provided in Section 2.03, the    
Depositary may, notwithstanding any notice to the contrary, treat the record    
holder as the absolute owner thereof for the purpose of determining the person  
entitled to distributions of dividends or other distributions with respect to   
the Stock, the exchange of Depositary Shares for Stock, the right to            

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exchange Receipts pursuant to Section 2.10 or to any notice provided for in this
Deposit Agreement and for all other purposes.                                   

The Depositary shall not lend any Stock deposited hereunder.

          SECTION 2.02.  Deposit of Stock; Execution and Delivery of Receipts in
                         -------------------------------------------------------
Respect Thereof.  Subject to the terms and conditions of this Deposit Agreement,
---------------                                                                 
the Company or any other person authorized under the underwriting agreement,    
dated July __, 1995, between the Company and the underwriters with respect to   
the Stock (the "Other Persons"), may from time to time deposit shares of Stock  
with the Depositary under this Deposit Agreement by delivery to the Depositary  
of a certificate or certificates representing the Stock to be deposited;        
provided, however, that other than in the case of splits, combinations or other 
--------  -------                                                               
reclassifications affecting the Stock, or in the case of dividends or other     
distributions of Stock, if any, there shall be deposited with the Depositary    
hereunder not more than ___________ shares of Stock.  Such certificate or       
certificates representing the Stock shall be properly endorsed or accompanied,  
if required by the Depositary, by a duly executed instrument of transfer or     
endorsement, in form satisfactory to the Depositary, together with a written    
order of the Company directing the Depositary to execute and deliver to the     
person or persons named in such order a Receipt or Receipts evidencing in the   
aggregate the number of Depositary Shares representing such deposited Stock.    

        All Stock deposited by the Company or the Other Persons, as the case
may be, with the Depositary shall be held by the Depositary at the Depositary's 
Office or at such other place or places as the Depositary shall determine.      

          If required by the Depositary, Stock presented for deposit at any time
(except for the initial deposit of Stock by the Company or the Other Persons and
any subsequent deposit by the Company or the Other Persons of Stock acquired by 
such Other Persons pursuant to such Other Persons' overallotment option),       
whether or not the register of stockholders of the Company is closed, shall also
be accompanied by an agreement or assignment, or other instrument satisfactory  
to the Depositary, that will provide for the prompt transfer to the Depositary  
or its nominee of any dividend or right to subscribe for additional Stock or to 
receive other property that any person in whose name the Stock is or has been   
registered may thereafter receive upon or in respect of such deposited Stock, or
in lieu thereof                                                                 

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such agreement of indemnity or other agreement as shall be satisfactory to the  
Depositary.                                                                     

   Upon receipt by the Depositary of a certificate or certificates
representing Stock deposited with the Depositary by the Company or the Other    
Persons, as the case may be, in accordance with the provisions of this Section, 
together with the other documents required as above specified, and upon         
recordation of the Stock so deposited on the books of the Company in the name of
the Depositary, the Depositary shall execute and deliver, to the person or      
persons named in the written order delivered to the Depositary referred to in   
the first paragraph of this Section 2.02, a Receipt or Receipts evidencing in   
the aggregate the number of Depositary Shares relating to the Stock so          
deposited.  Such Receipt or Receipts shall be registered by the Depositary or   
the Registrar in such name or names as may be requested by the person or persons
named in the written order of the Company delivered to the Depositary.  The     
Depositary shall execute and deliver such Receipts at the Depositary's Office or
such other offices, if any, as such person may designate.  Delivery at other    
offices shall be at the risk and expense of the person requesting such delivery.
In each case, delivery will be made only upon payment by the Company to the     
Depositary of all taxes and other governmental charges and any fees payable in  
connection with such deposit and the transfer of the deposited Stock.  The DTC  
Receipt shall provide that it shall evidence the aggregate amount of Depositary 
Shares from time to time indicated in the records of the Depositary and that the
aggregate amount of Depositary Shares evidenced thereby may from time to time be
increased or decreased by making adjustments on such records of the Depositary. 

      The Company shall deliver to the Depositary from time to time such
quantities of blank Receipts as the Depositary may request to enable it to      
perform its obligations under this Deposit Agreement.                           

        SECTION 2.03.  Registration of Transfer of Receipts.  Subject to the
      ------------------------------------
terms and conditions of this Deposit Agreement, the Registrar, on behalf of the 
Depositary, shall register on its books transfers of Receipts from time to time 
upon notice to the Registrar by the Depositary of the surrender of a Receipt for
transfer by the holder in person or by duly authorized attorney, which Receipt  
in each case must be properly endorsed or accompanied by a properly executed    
instrument of transfer or endorsement together with evidence of the payment of  
any transfer taxes as may be required by law.  Upon surrender of a properly     
endorsed Receipt or a Receipt accompanied by an                                 

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instrument of transfer or endorsement, the Depositary shall execute a new       
Receipt or Receipts evidencing the same aggregate number of Depositary Shares as
those evidenced by the Receipt or Receipts surrendered and deliver such new     
Receipt or Receipts to or upon the order of the transferee named in the         
endorsement or instrument of transfer.                                          

       SECTION 2.04.  Split-ups and Combinations of Receipts; Surrender of
                      ----------------------------------------------------
Receipts and Withdrawal of Stock.  Upon surrender of a Receipt or Receipts at   
--------------------------------                                                
the Depositary's Office or at such other office as it may designate for the     
purpose of effecting a split-up or combination of such Receipt or Receipts, the 
Depositary shall execute and deliver a new Receipt or Receipts to the holder    
thereof or to such holder's order in the denominations requested, evidencing the
aggregate number of Depositary Shares evidenced by the Receipt or Receipts      
surrendered.  The Depositary shall give prompt notice of such action and the    
certificate numbers to the Registrar for the purpose of recording such split-up 
or consolidation.                                                               

  Any holder of at least one hundred (100) Depositary Shares may
withdraw the number of whole shares of Stock underlying such Depositary Shares  
and all money and other property, if any, represented thereby by surrendering   
such Receipt or Receipts at the Depositary's Office or at such other offices as 
the Depositary may designate for such withdrawals.  If such holder's Depositary 
Shares are being held by DTC or its nominee pursuant to Section 2.01, such      
holder shall request, in accordance with Section 2.10, withdrawal from the book-
entry system of the number of Depositary Shares specified in the preceding      
sentence.  Thereafter, without unreasonable delay, the Depositary shall deliver 
to such holder, or to the person or persons designated by such holder as        
hereinafter provided, the number of whole shares of Stock and all money and     
other property, if any, represented by the Receipt or Receipts so surrendered   
for withdrawal, but holders of such whole shares of Stock will not thereafter be
entitled to deposit such Stock hereunder or to receive Depositary Shares        
therefor.  If the Receipt or Receipts delivered by the holder to the Depositary 
in connection with such withdrawal shall evidence in the aggregate a number of  
Depositary Shares in excess of the number of Depositary Shares representing the 
number of whole shares of Stock to be so withdrawn, the Depositary shall at the 
same time, in addition to such number of whole shares of Stock and such money   
and other property, if any, to be so withdrawn, deliver to such holder, or      
(subject to Sections 2.03 and 3.02) upon his order, a new Receipt evidencing    
such excess number of Depositary Shares.  Delivery of the Stock and the money   
and other property being                                                        

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withdrawn may be made by the delivery of such certificates, documents of title  
and other instruments as the Depositary may deem appropriate.                   

       Stock delivered pursuant to the preceding paragraph may be endorsed
with or have incorporated in the text thereof such legends or recitals or       
changes not inconsistent with the provisions of this Deposit Agreement as may be
required by the Depositary or required to comply with any applicable law or any 
regulation thereunder or with the rules and regulations of any securities       
exchange upon which the Stock may be listed or to conform with any usage with   
respect thereto, or to indicate any special limitations or restrictions to which
any particular shares of Stock are subject.                                     

        If the Stock and the money and other property being withdrawn are to
be delivered to a person or persons other than the record holder of the Receipt 
or Receipts being surrendered for withdrawal of Stock, such holder shall execute
and deliver to the Depositary a written order so directing the Depositary and   
the Depositary may require that the Receipt or Receipts surrendered by such     
holder for withdrawal of such shares of Stock be properly endorsed in blank or  
accompanied by a properly executed instrument of transfer in blank.             

   Delivery of the Stock and the money and other property, if any,
represented by Receipts surrendered for withdrawal shall be made by the         
Depositary at the Depositary's Office, except that, at the request, risk and    
expense of the holder surrendering such Receipt or Receipts and for the account 
of the holder thereof, such delivery may be made at such other place as may be  
designated by such holder.                                                      

   SECTION 2.05.  Limitations on Execution and Delivery, Transfer,
                  ------------------------------------------------
Surrender and Exchange of Receipts.  As a condition precedent to the execution  
-----------------------------------                                             
and delivery, registration of transfer, split-up, combination, surrender or     
exchange of any Receipt, the Depositary, any of the Depositary's Agents or the  
Company may require payment to it of a sum sufficient for the payment (or, in   
the event that the Depositary or the Company shall have made such payment, the  
reimbursement to it) of any taxes, charges or expenses payable by the holder of 
a Receipt pursuant to Sections 3.02 and 5.07, may require the production of     
evidence satisfactory to it as to the identity and genuineness of any signature 
and may also require compliance with the rules and regulations of any           
governmental body, any stock exchange or any applicable self-regulatory body,   
including, without                                                              

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limitation, the Securities Transfer Association, Inc. (the "STA"), the National 
Association of Securities Dealers, Inc. (the "NASD") or such procedures, if any,
as the Depositary or the Company may establish consistent with the provisions of
this Deposit Agreement.                                                         

        The delivery of Receipts against Stock deposited with the Depositary
may be suspended, the registration of transfer of Receipts may be refused and   
the registration of transfer, surrender, exchange, split-up or combination of   
outstanding Receipts may be suspended and the deposit of Stock may be refused   
(i) during any period when the register of stockholders of the Company is closed
or (ii) if any such action is deemed necessary by the Depositary, any of the    
Depositary's Agents or the Company at any time or from time to time because of  
any requirement of law or of any government, governmental body or commission,   
stock exchange or the NASD.                                                     

   SECTION 2.06.  Lost Receipts, etc.  If any mutilated Receipt is
------------------            
surrendered to the Depositary, the Depositary shall execute and deliver in      
exchange therefor a new Receipt of like form and tenor in exchange and          
substitution for such mutilated Receipt.  In case any Receipt shall be          
destroyed, lost or stolen, the Depositary shall execute and deliver a Receipt to
the holder thereof of like form and tenor in exchange and substitution for such 
destroyed, lost or stolen Receipt, upon (i) the filing by the holder thereof    
with the Depositary of evidence satisfactory to the Depositary of such          
destruction or loss or theft of such Receipt, of the authenticity thereof and of
such holder's ownership thereof and (ii) the holder's furnishing the Depositary 
with reasonable indemnification satisfactory to such Depositary and (iii)       
payment of any expenses, including fees, charges and expenses of the Depositary 
in connection with such execution and delivery (which may include the customary 
premium payable to its insurance carrier in connection therewith).  Every new   
Receipt issued pursuant to this Section in lieu of any mutilated, destroyed,    
lost or stolen Receipt shall constitute an original additional contractual      
obligation under this Deposit Agreement, whether or not the mutilated,          
destroyed, lost or stolen Receipt shall be at any time enforceable by anyone.   

        SECTION 2.07.  Cancellation and Destruction of Surrendered Receipts.
                      ----------------------------------------------------
All Receipts surrendered to the Depositary or any Depositary's Agent shall be   
canceled by the Depositary.  Except as prohibited by applicable law or          
regulation, the Depositary is authorized to destroy all Receipts so cancelled.  
Any Receipt evidenced in book-entry                                             

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form shall be deemed cancelled when the Depositary has caused the amount of     
Depositary Shares evidenced by the DTC Receipt to be reduced in proportion to   
the number of Depositary Shares evidenced by the surrendered Receipt.           

      SECTION 2.08.  Stock Purchase Plans.  Upon receipt of instructions
--------------------          
from the Company, the Depositary shall take such action as shall be reasonable  
to permit the record holders of the Depositary Shares to participate in any     
dividend reinvestment or other stock purchase plan sponsored by the Company that
permits the participation by such holders on such terms and conditions as the   
Company may determine.                                                          

        SECTION 2.09.  Conversion of Stock into Common Stock.   Receipts may
       -------------------------------------
be surrendered with written instructions to the Depositary to instruct the      
Company to cause the conversion of any specified number of whole or fractional  
shares of Stock represented by the Depositary Shares evidenced thereby into     
whole shares of Common Stock at the conversion rate then in effect for the Stock
(and, therefore, for the Depositary Shares) specified in the Certificate, as    
such conversion rate may be adjusted by the Company from time to time as        
provided in the Certificate.  Subject to the terms and conditions of this       
Deposit Agreement and the Certificate, a holder of a Receipt or Receipts        
evidencing Depositary Shares representing whole or fractional shares of Stock   
may surrender such Receipt or Receipts at the Depositary's Office or to such    
office or to such Depositary's Agents as the Depositary may designate for such  
purpose, together with a notice of conversion duly completed and executed,      
thereby directing the Depositary to instruct the Company to cause the conversion
of the number of shares or fractions thereof of underlying Stock specified in   
such notice of conversion into shares of Common Stock, and an assignment of such
Receipt or Receipts to the Company or in blank, duly completed and executed.  To
the extent that a holder delivers to the Depositary for conversion a Receipt or 
Receipts which in the aggregate are convertible into less than one whole share  
of Common Stock, the holder shall receive payment in lieu of such fractional    
shares of Common Stock otherwise issuable.  If more than one Receipt shall be   
delivered for conversion at one time by the same holder, the number of whole    
shares of Common Stock issuable upon conversion thereof shall be computed on the
basis of the aggregate number of Receipts so delivered.                         

          Upon receipt by the Depositary of a Receipt or Receipts, together with
notice of conversion, duly completed and executed, directing the Depositary to  
instruct the Company to cause the conversion of a specified number of           

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shares or fractions thereof of Stock and an assignment of such Receipt or       
Receipts to the Company or in blank, duly completed and executed, the Depositary
shall instruct the Company (i) to cause the conversion of the Depositary Shares 
evidenced by the Receipts so surrendered for conversion as specified in the     
written notice to the Depositary and (ii) to cause the delivery to the holders  
of such Receipts of a certificate or certificates evidencing the number of whole
shares of Common Stock and the amount of money, if any, to be delivered to the  
holders of Receipts surrendered for conversion in payment of any accrued and    
unpaid dividends and in lieu of fractional shares of Common Stock otherwise     
issuable.  The Company shall as promptly as practicable after receipt thereof   
cause the delivery of (i) a certificate or certificates evidencing the number of
whole shares of Common Stock into which the Stock represented by the Depositary 
Shares evidenced by such Receipt or Receipts has been converted, and (ii) any   
money or other property to which the holder is entitled.  Upon such conversion, 
the Depositary (i) shall deliver to the holder a Receipt evidencing the number  
of Depositary Shares, if any, which such holder has elected not to convert and  
evidencing the number of Depositary Shares, if any, in excess of the number of  
Depositary Shares representing Stock which has been so converted, (ii) shall    
cancel the Depositary Shares evidenced by Receipts surrendered for conversion   
and (iii) shall deliver to the Company or its transfer agent for the Stock for  
cancellation the shares of Stock represented by the Depositary Shares evidenced 
by the Receipts so surrendered and so converted.                                

         The record holder of Depositary Shares on any dividend payment record
date established by the Depositary pursuant to Section 4.04 shall be entitled to
receive the dividend payable with respect to such Depositary Shares on the      
corresponding dividend payment date notwithstanding the subsequent conversion of
the shares of Stock to which such Depositary Shares relate.  If a share of Stock
is converted between the record date with respect to any dividend payment on the
Stock and the next succeeding dividend payment date, any holder of Receipts     
surrendered with instructions to the Depositary for conversion of the underlying
Stock shall pay to the Depositary an amount equal to the dividend payable on    
such dividend payment date on the Depositary Shares represented by the Receipts 
being surrendered for conversion.  Any holder of Receipts on a dividend payment 
record date who (or whose transferee) surrenders the Receipts with instructions 
to the Depositary for conversion of the underlying Stock on the corresponding   
dividend payment date will receive the dividend payable with respect to the     
Depositary Shares underlying such Receipts and will                             

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not be required to include payment of the amount of such dividend upon surrender
of the Receipts for conversion.                                                 

      Upon the conversion of any shares of Stock for which a request for
conversion has been made by the holder of Depositary Shares representing such   
shares, all dividends in respect of such Depositary Shares shall cease to       
accrue, such Depositary Shares shall be deemed no longer outstanding, all rights
of the holder of the Receipt with respect to such Depositary Shares (except the 
right to receive the Common Stock, any cash payable with respect to any         
fractional shares of Common Stock as provided herein and any cash payable on    
account of accrued dividends and any Receipts evidencing Depositary Shares not  
so converted) shall terminate, and the Receipt evidencing such Depositary Shares
shall be cancelled in accordance with Section 2.07 hereof.                      

          No fractional shares of Common Stock shall be issuable upon conversion
of Stock underlying the Depositary Shares.  If any holder of Receipts           
surrendered with instructions to the Depositary for conversion of the underlying
Stock would be entitled to a fractional share of Common Stock upon such         
conversion, the Company shall cause to be delivered to such holder an amount in 
cash for such fractional share as provided in the Certificate.                  

          Section 2.10.   Interchangeability of Book-Entry Receipts and Receipts
                          ------------------------------------------------------
in Physical, Certificated Form.  Subject to the terms and conditions of this    
------------------------------                                                  
Deposit Agreement, upon receipt by the Depositary of written instructions from a
DTC participant on behalf of any person having a beneficial interest in         
Depositary Shares evidenced by the DTC Receipt for the purpose of directing the 
Depositary to execute and deliver a Receipt in physical, certificated form      
evidencing such Depositary Shares, the Depositary shall follow the procedures   
set forth in the FAST Agreement for the purpose of reducing the number of       
Depositary Shares evidenced by the DTC Receipt and, following such reduction,   
shall execute and deliver to or upon the order of the person or persons named in
such order a Receipt or Receipts registered in the name or names requested by   
such person and evidencing in the aggregate the number of Depositary Shares     
equal to the reduction in the number evidenced by the DTC Receipt.  The         
Depositary may require in such written instructions any certification or        
representation as it shall deem necessary to comply with applicable law.        

   Subject to the terms and conditions of this Deposit Agreement, upon
receipt by the Depositary of a                                                  

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Receipt or Receipts in physical, certificated form, duly endorsed or accompanied
by appropriate instruments of transfer, in form satisfactory to the Depositary, 
including any required certifications, and together with written instructions   
directing the Depositary to adjust its records to reflect an increase in the    
aggregate amount of Depositary Shares evidenced by the DTC Receipt (including,  
without limitation, information regarding the DTC participant account to be     
credited with such increase), and upon payment of the fees and expenses of the  
Depositary, the Depositary shall cancel such Receipt or Receipts in physical,   
certificated form and shall follow the procedures set forth in the FAST         
Agreement for the purpose of reflecting such increase in the number of          
Depositary Shares evidenced by the DTC Receipt.                                 

   SECTION 2.11.  Automatic Conversion of Stock.  On the Mandatory
----------------------------- 
Conversion Date, provided that the Company shall then have delivered to the     
Depositary the shares of Common Stock and the aggregate amount of cash required 
to pay any accrued and unpaid dividends and for fractional share interests      
issuable and payable upon Automatic Conversion of the Stock then deposited with 
the Depositary, the Depositary shall convert (using such shares of Common Stock 
and cash so delivered to it) each holder's Depositary Shares into the           
proportionate number of whole shares of Common Stock and the proportionate      
amount of such cash to which such holder is thereby entitled.                   

       The Depositary shall, as directed by the Company, mail, first class
postage prepaid, notice of such Automatic Conversion of Stock and the proposed  
simultaneous Automatic Conversion of the Depositary Shares, not less than five  
and not more than 15 days prior to the Mandatory Conversion Date.  Such notice  
shall be mailed to each holder at the address of such holder as the same appears
on the records of the Depositary at the close of business on the second business
day immediately preceding the date on which the mailing of such notices is      
commenced; but neither failure to mail any such notice to one or more holders   
nor any defect in any notice shall affect the sufficiency of the proceedings for
Automatic Conversion.  The Company shall provide the Depositary with such       
notice, and each such notice shall state:  the Mandatory Converison Date; that  
all outstanding Depositary Shares on the Mandatory Conversion Date will be      
automatically converted into shares of Common Stock and the conversion rate at  
which such Automatic Conversion shall occur; the amount of accrued and unpaid   
dividends, if any, payable with respect to each Depositary Share to be so       
converted; the place or places where Receipts to be so converted are to be      
surrendered for conversion;                                                     

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that dividends in respect of the Stock represented by Depositary Shares to be so
converted shall cease to accrue of the Mandatory Conversion Date; and such      
additional information as the Company in its discretion deems appropriate.      

       From and after the Mandatory Conversion Date, the Depositary Shares
automatically converted into shares of Common Stock shall be deemed no longer to
be outstanding and all rights of the holders of Receipts evidencing such        
Depositary Shares (except the right to receive the shares of Common Stock and   
any cash payable upon Automatic Conversion) shall, to the extent of such        
Depositary Shares, cease and terminate.  Upon surrender, in accordance with the 
notice specified in the preceding paragraph, of the Receipts evidencing such    
Depositary Shares (properly endorsed or assigned for transfer, if the Depositary
shall so require), the holders of such Receipts shall receive for each such     
Depositary Share a number of shares of Common Stock equal to 1/100th of the     
number of shares of Common Stock and of the cash for accrued and unpaid         
dividends delivered in respect of each share of automatically converted Stock.  
The foregoing shall be subject further to the terms and conditions of the       
Certificate.                                                                    

ARTICLE III 

CERTAIN OBLIGATIONS OF THE HOLDERS
OF RECEIPTS AND THE COMPANY 

     SECTION 3.01.  Filing Proofs, Certificates and Other Information.
                   -------------------------------------------------
Except for the initial deposit of Stock by the Company or the Other Persons and 
any subsequent deposit by the Company or the Other Persons of Stock acquired by 
such Other Persons pursuant to such Other Persons' overallotment option, any    
person presenting Stock for deposit or any holder of a Receipt may be required  
from time to time to file such proof of residence, or other matters or other    
information, to obtain such guaranties of signature, to execute such            
certificates and to make such customary representations and warranties          
consistent with the terms of the Stock as the Depositary or the Company may     
reasonably deem necessary or proper.  The Depositary or the Company may withhold
the delivery, or delay the registration of transfer, conversion or exchange, of 
any Receipt or the distribution of any dividend or other distribution or the    
sale of any rights or of the proceeds thereof until such proof or other         
information is filed or such certificates are executed or such representations  
and warranties are made.                                                        

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  SECTION 3.02.  Payment of Taxes or Other Governmental Charges.
                ----------------------------------------------
Holders of Receipts shall be obligated to make payments to the Depositary of    
certain charges and expenses as provided in Section 5.07.  Registration of      
transfer of any Receipt and delivery of all money or other property, if any,    
represented by the Depositary Shares evidenced by such Receipt may be refused   
until any such payment due is made, and any dividends, interest payments or     
other distributions may be withheld or all or any part of the Stock or other    
property represented by the Depositary Shares evidenced by such Receipt and not 
theretofore sold may be sold for the account of the holder thereof (after       
attempting by reasonable means to notify such holder prior to such sale), and   
such dividends, interest payments or other distributions or the proceeds of any 
such sale may be applied to any payment of such charges or expenses, the holder 
of such Receipt remaining liable for any deficiency.                            

       SECTION 3.03.  Warranty as to Stock.  The Company hereby represents
--------------------          
and warrants to the Depositary that the Stock, when issued, will be validly     
issued, fully paid and nonassessable.  Such representation and warranty shall   
survive the deposit of the Stock and the issuance of Receipts.                  

    SECTION 3.04.  Covenants and Warranties as to Common Stock.  The
             -------------------------------------------
Company covenants that it will keep reserved or otherwise available a sufficient
number of authorized and unissued shares of Common Stock or its issued shares of
Common Stock held in its treasury, or both, to meet conversion requirements in  
respect of the Stock and that it will give written notice to the Depositary of  
any adjustments in the conversion price as set forth in the Certificate.  The   
Company represents and warrants that the Common Stock issued upon conversion of 
Stock, when issued, will be validly issued, fully paid and non-assessable.  Such
representation and warranty shall survive the conversion of the Stock into such 
Common Stock.                                                                   

ARTICLE IV

THE DEPOSITED SECURITIES; NOTICES 

     SECTION 4.01.  Cash Distributions.  Whenever the Depositary shall
------------------            
receive any cash dividend or other cash distribution with respect to the Stock, 
the Depositary shall, subject to Section 3.02, distribute to record holders of  
Receipts on the record date fixed pursuant to Section 4.04 such amounts, as     
nearly as practicable, of such dividend or distribution as are applicable to the
number of                                                                       

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Depositary Shares evidenced by the Receipts held by such holders; provided,     
                                                            --------
however, that if the Company or the Depositary shall be required to withhold and
-------                                                                         
shall withhold any monies from any cash dividend or other cash distribution in  
respect of the Stock on account of taxes or as otherwise required by law,       
regulation or court order, the distribution in respect of Depositary Shares     
shall be reduced accordingly.  The Depositary shall distribute or make available
for distribution, as the case may be, only such amount, however, as can be      
distributed without attributing to any holder of Depositary Shares a fraction of
one cent, and any balance not so distributable shall be held by the Depositary  
(without liability for interest thereon) and shall be added to and be treated as
part of the next succeeding distribution to record holders of Receipts then     
outstanding.                                                                    

          SECTION 4.02.  Distributions Other than Cash.  Whenever the Depositary
----------------------------- 
shall receive any property (including securities) for distribution in a form    
other than cash with respect to the Stock, the Depositary shall, subject to     
Section 3.02, distribute to record holders of Receipts on the record date fixed 
pursuant to Section 4.04 such amounts, as nearly as practicable, of such        
property (including securities) received by it as are applicable to the number  
of Depositary Shares evidenced by the Receipts held by such holders, in any     
manner that the Depositary may deem equitable and practicable for accomplishing 
such distribution.  If, in the opinion of the Depositary, such distribution     
cannot be made proportionately among such record holders, or if for any other   
reason (including any requirement that the Company or the Depositary withhold an
amount on account of taxes or as otherwise required by law, regulation or court 
order) the Depositary deems, after consultation with the Company, such          
distribution not to be feasible, the Depositary may, with the approval of the   
Company, adopt such method as it deems equitable and practicable for the purpose
of effecting such distribution, including the sale of the property thus         
received, or any part thereof, in a commercially reasonable manner.  The net    
proceeds of any such sale shall, subject to Section 3.02, be distributed or made
available for distribution, as the case may be, by the Depositary to record     
holders of Receipts in accordance with the provisions of Section 4.01 for a     
distribution received in cash.                                                  

          SECTION 4.03.  Subscription Rights, Preferences or Privileges.  If the
                ----------------------------------------------
Company shall at any time offer or cause to be offered to the persons in whose  
names Stock is recorded on the books of the Company any rights, preferences or  
privileges to subscribe for or to purchase any securities or any rights,        
preferences or privileges of any other                                          

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nature, such rights, preferences or privileges shall in each such instance be   
made available by the Depositary to the record holders of Receipts in such      
manner as the Depositary may determine, either by the issue to such record      
holders of warrants representing such rights, preferences or privileges or by   
such other method as may be approved by the Depositary in its discretion with   
the approval of the Company; provided, however, that (i) if at the time of issue
--------  -------     
or offer of any such rights, preferences or privileges the Depositary determines
that it is not lawful or (after consultation with the Company) not feasible to  
make such rights, preferences or privileges available to holders of Receipts by 
the issue of warrants or otherwise, or (ii) if and to the extent so instructed  
by holders of Receipts who do not desire to exercise such rights, preferences or
privileges, then the Depositary, in its discretion (with the approval of the    
Company, in any case where the Depositary has determined that it is not feasible
to make such rights, preferences or privileges available), may, if applicable   
laws or the terms of such rights, preferences or privileges permit such         
transfer, sell such rights, preferences or privileges at public or private sale,
at such place or places and upon such terms as it may deem proper.  The net     
proceeds of any such sales shall be distributed by the Depositary to the record 
holders of Receipts entitled thereto as provided by Section 4.01 in the case of 
a distribution received in cash.                                                

        If any action under the laws of any jurisdiction or any governmental
or administrative authorization, consent or permit is required in order for such
rights, preferences or privileges to be made available to holders of Receipts,  
the Company agrees with the Depositary that the Company will use its best       
efforts to take such action or obtain such authorization, consent or permit     
sufficiently in advance of the expiration of such rights, preferences or        
privileges to enable such holders to exercise such rights, preferences or       
privileges.                                                                     

       SECTION 4.04.  Notice of Dividends, etc.; Fixing of Record Date for
                      ----------------------------------------------------
Holders of Receipts.  Whenever any cash dividend or other cash distribution     
-------------------                                                             
shall become payable or any distribution of property (including securities)     
other than cash shall be made, or if rights, preferences or privileges shall at 
any time be offered, with respect to Stock, or whenever the Depositary shall    
receive notice of any meeting at which holders of Stock are entitled to vote or 
of which holders of Stock are entitled to notice, the Depositary, in each such  
instance, shall fix a record date (which shall be the same date as the record   
date fixed by the Company with respect to the Stock) for the determination of   
the holders of Receipts who shall be entitled hereunder                         

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to receive a distribution in respect of such dividend, distribution, rights,    
privileges or the net proceeds of the sale thereof, or to give instructions for 
the exercise of voting rights at any such meeting, or to receive notice of such 
meeting.                                                                        

        SECTION 4.05.  Voting Rights.  Upon receipt of notice of any meeting
-------------                 
at which the holders of Stock are entitled to vote, the Depositary shall, as    
soon as practicable thereafter, mail to the record holders of Receipts a notice 
which shall be provided by the Company and which shall contain (i) such         
information as is contained in such notice of meeting and (ii) a statement that 
the holders of record at the close of business on the specified record date     
fixed pursuant to Section 4.04 will be entitled to instruct the Depositary as to
the exercise of the voting rights pertaining to the amount of Stock (or portion 
thereof) underlying their respective Depositary Shares and (iii) a brief        
statement as to the manner in which such instructions may be given.  Upon the   
written request of the holders of Receipts on the applicable record date, the   
Depositary shall endeavor, insofar as practicable, to vote or cause to be voted,
in accordance with the instructions set forth in such requests, the votes       
relating to the shares of Stock (or portion thereof) underlying the Depositary  
Shares evidenced by all Receipts as to which any particular voting instructions 
are received.  The Company hereby agrees to take all necessary action in order  
to enable the Depositary to vote such Stock (or portion thereof) or cause such  
Stock (or portion thereof) to be voted.  Absent specific instructions from the  
holder of a Receipt, the Depositary will abstain from voting (but, at its       
discretion, not from appearing at any meeting with respect to such Stock unless 
directed to the contrary by the holders of all the Receipts) to the extent of   
the Stock (or portion thereof) underlying the Depositary Shares evidenced by    
such Receipt.                                                                   

SECTION 4.06.  Changes Affecting Deposited Securities and   
            ------------------------------------------
Reclassifications, Recapitalizations, etc.  Upon any change in par or stated    
-----------------------------------------                                       
value, split-up, combination or any other reclassification of the Stock, or upon
any recapitalization, reorganization, merger, amalgamation or consolidation to  
which the Company is a party or sale of all or substantially all of the         
Company's assets (each of the foregoing being referred to herein as a           
"Transaction"), the Depositary may with the approval of, and shall upon the     
instructions of, the Company, and (in either case) in such manner as to retain  
as nearly as possible the percentage ownership interest in Stock of holders of  
Receipts immediately prior to such event, (i) make such adjustments in (a) the  
fraction of an interest in one share                                            

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of Stock underlying one Depositary Share, and (b) the ratio of the Optional     
Conversation Rate and Exchange Rate per Depositary Share to the Optional        
Conversion Rate and Exchange Rate of a share of Stock, in each case as may be   
necessary fully to reflect the effects of such Transaction, and (ii) treat any  
securities received by the Depositary in exchange for, or upon conversion or in 
respect of, the Stock as new deposited securities so received in exchange for,  
or upon conversion or in respect of the Stock.  In any such case the Depositary 
may, with the approval of the Company, execute and deliver additional Receipts, 
or may call for surrender of all outstanding Receipts to be exchanged for new   
Receipts specifically describing such new deposited securities.                 

      Anything to the contrary herein or in the Receipt notwithstanding,
holders of Receipts shall have the right from and after the effective date of   
any such Transaction, to the extent that holders of Stock had the right, prior  
to or on the applicable effective date, to convert, exchange or surrender shares
of Stock into or for other stock, securities, property or cash, to surrender    
such Receipts to the Depositary with instructions to convert, exchange or       
surrender the Stock represented thereby only into or for, as the case may be,   
the kind and amount of shares of stock and other securities and property and    
cash into which the Stock represented by such Receipts has been converted or for
which such Stock might have been exchanged or surrendered immediately prior to  
the effective date of such transaction.                                         

    SECTION 4.07.  Inspection of Reports.  The Depositary shall make
---------------------         
available for inspection by holders of Receipts during normal business hours at 
the Depositary's Office, and at such other places as it may from time to time   
deem advisable, any reports and communications received from the Company that   
are both received by the Depositary as the holder of Stock and made generally   
available to the holders of Stock.                                              

          SECTION 4.08.  List of Receipt Holders.  Promptly upon request by, and
-----------------------       
at the expense of, the Company, the Depositary shall furnish to it a list, as of
a specified date, of the names and addresses of all persons in whose names      
Receipts are registered on the books of the Depositary, and the amount of Stock 
represented thereby.                                                            

ARTICLE V 

THE DEPOSITARY, THE DEPOSITARY'S AGENTS,
THE REGISTRAR AND THE COMPANY 

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         SECTION 5.01.  Maintenance of Offices, Agencies and Transfer Books by
                        ------------------------------------------------------
the Depositary; Registrar.  Upon execution of this Deposit Agreement, the       
-------------------------                                                       
Depositary shall maintain, at the Depositary's Office, facilities for the       
execution and delivery, registration and registration of transfer, surrender and
exchange of Receipts, and at the offices of the Depositary's Agents, if any,    
facilities for the delivery, registration of transfer, surrender and exchange of
Receipts, all in accordance with the provisions of this Deposit Agreement.      

     The Depositary shall, with the approval of the Company, appoint a
Registrar for registration of such Receipts or Depositary Shares in accordance  
with any requirements of any applicable stock exchange in which the Receipts or 
the Depositary Shares are listed.  Such Registrar (which may be the Depositary  
if so permitted by the requirements of such exchange) may be removed and a      
substitute Registrar appointed by the Depositary upon the request or with the   
approval of the Company.  If the Receipts, the Depositary Shares or the Stock   
are listed on one or more other stock exchanges, the Depositary will, at the    
request of the Company, arrange such facilities for the delivery, registration, 
registration of transfer, surrender and exchange of such Receipts, such         
Depositary Shares or such Stock as may be required by law or applicable stock   
exchange regulation.                                                            

         The Registrar shall maintain books at the Depositary's Office for the
registration and registration of transfer of Receipts or at such other place as 
shall be approved by the Company and of which the holders of Receipts shall have
reasonable notice, which books at all reasonable times during normal business   
hours shall be open for inspection by the record holders of Receipts; provided, 
                                                                    --------
that any such holder requesting to exercise such right shall certify in writing 
to the Registrar that such inspection shall be for a proper purpose reasonably  
related to such person's interest as an owner of Depositary Shares evidenced by 
the Receipts.                                                                   

          The Depositary may cause the Registrar to close the books with respect
to the Receipts, at any time or from time to time, when the register of         
stockholders of the Company is closed with respect to the Stock or when such    
action is deemed necessary or advisable by the Depositary, any Depositary's     
Agent or the Company because of any requirement of law or of any government,    
governmental body or commission, stock exchange or any applicable self-         
regulatory body, including, without limitation, the NASD.                       

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SECTION 5.02.  Prevention of or Delay in Performance by the 
              --------------------------------------------
Depositary, the Depositary's Agents, the Registrar or the Company.  Neither the 
-----------------------------------------------------------------               
Depositary nor any Depositary's Agent nor any Registrar nor the Company shall   
incur any liability to any holder of any Receipt if by reason of any provision  
of any present or future law, or regulation thereunder, or by reason of any     
provision, present or future, of the Company's Articles of Incorporation        
(including the Certificate) or by reason of any act of God, war or civil        
disorder, failure of power, fire or other casualty damage or governmental       
requirements or restrictions, the Depositary, the Depositary's Agent, the       
Registrar or the Company shall be prevented or forbidden from doing or          
performing any act or thing that the terms of this Deposit Agreement provide    
shall be done or performed; nor shall the Depositary, any Depositary's Agent,   
any Registrar or the Company incur any liability or be subject to any obligation
(i) by reason of any nonperformance or delay, caused as aforesaid, in the       
performance of any act or thing that the terms of this Deposit Agreement provide
shall or may be done or performed, or (ii) by reason of any exercise of, or     
failure to exercise, any discretion provided for in this Deposit Agreement,     
except in the event of the gross negligence or willful misconduct of the party  
charged with such exercise or failure to exercise.                              

          SECTION 5.03.  Obligations of the Depositary, the Depositary's Agents,
                         -------------------------------------------------------
the Registrar and the Company.  Neither the Depositary nor any Depositary's     
-----------------------------                                                   
Agent nor any Registrar shall be under any obligation to appear in, prosecute or
defend any action, suit or other proceeding in respect of the Stock, the        
Depositary Shares or the Receipts that in its opinion may involve it in expense 
or liability unless indemnity satisfactory to such party against all such       
expense and liability be furnished as often as required.                        

     Neither the Depositary nor any Depositary's Agent nor the Company
assumes any obligation or shall be subject to any liability under this Deposit  
Agreement to holders of Receipts other than to use its best judgment and good   
faith in the performance of such duties as are specifically set forth in this   
Deposit Agreement.  Neither the Depositary nor any Depositary's Agent nor any   
Registrar nor the Company shall be liable to any party hereto for any action or 
any failure to act by it with respect to this Deposit Agreement in reliance upon
the written advice of legal counsel or accountants, or information from any     
person presenting Stock for deposit or any holder of a Receipt.  The Depositary,
any Depositary's Agent, any Registrar and the Company may each rely and shall   
each be protected in acting upon any written notice, request, direction or other
document believed by it                                                         

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to be genuine and to have been signed or presented by the proper party or       
parties.                                                                        

          The Depositary undertakes, and shall cause any Registrar to undertake,
to perform such duties and only such duties as are specifically set forth in    
this Deposit Agreement using its best efforts and in good faith.  The parties   
hereto acknowledge that no implied covenants or obligations shall be read into  
this Deposit Agreement against the Depositary or any Registrar or against the   
Company with respect to the Depositary and any Registrar.                       

The Depositary, its parent, affiliates, or subsidiaries, any    
Depositary's Agent and the Company (to the extent permitted by law) may own,    
buy, sell or deal in any class of securities of the Company and its affiliates  
and in Receipts or Depositary Shares. The Depositary, its parent, affiliates, or
subsidiaries, and any Depositary's Agent may become pecuniarily interested in   
any transaction in which the Company or its affiliates may be interested or     
contract with or lend money to the Company or its affiliates or otherwise act as
fully or as freely as if it were not the Depositary or the Depositary's Agent   
hereunder. The Depositary may also act as transfer agent or registrar of any of 
the securities of the Company and its affiliates or act in any other capacity   
for the Company or its affiliates. Neither the Depositary (or its officers,     
directors, employees or agents) nor any Depositary's Agent makes any            
representation or has any responsibility as to the validity of the Registration 
Statement pursuant to which the Depositary Shares are registered under the      
Securities Act, the Stock, the Depositary Shares, the Receipts (except its      
counter signature thereon) or any instruments referred to therein or herein, or 
as to the correctness of any statement made therein except the number of        
Depositary Shares represented by such Receipts.                                 

       The Depositary assumes no responsibility for the correctness of the
description that appears in the Receipts, which can be taken as a statement of  
the Company summarizing certain provisions of this Deposit Agreement.           
Notwithstanding any other provision herein or in the Receipts, the Depositary   
makes no warranties or representations as to the validity, genuineness or       
sufficiency of any Stock at any time deposited with the Depositary hereunder or 
of the Depositary Shares or as to the value of the Depositary Shares.  The      
Depositary shall not be accountable for the use or application by the Company of
the Depositary Shares or the Receipts or the proceeds thereof.                  

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         SECTION 5.04.  Resignation and Removal of the Depositary; Appointment
                        ------------------------------------------------------
of Successor Depositary.  The Depositary may at any time resign as Depositary   
-----------------------                                                         
hereunder by written notice of its election so to resign delivered to the       
Company, such resignation to take effect upon the appointment of a successor    
Depositary and its acceptance of such appointment as hereinafter provided.      

         The Depositary may at any time be removed by the Company by notice of
such removal delivered to the Depositary, such removal to take effect upon the  
appointment of a successor Depositary and its acceptance of such appointment as 
hereinafter provided.                                                           

     If the Depositary acting hereunder shall at any time resign or be
removed, the Company shall, within 45 days after the delivery of the notice of  
resignation or removal, as the case may be, appoint a successor Depositary,     
which shall be a bank or trust company having its principal office in the United
States of America and having a combined capital and surplus of at least         
$50,000,000.  Every successor Depositary shall execute and deliver to its       
predecessor and to the Company an instrument in writing accepting its           
appointment hereunder and agreeing to become a party to this Deposit Agreement, 
and thereupon such successor Depositary, without any further act or deed, shall 
become fully vested with all the rights, powers, duties and obligations of its  
predecessor and for all purposes shall be the Depositary under this Deposit     
Agreement, and such predecessor, upon payment of all sums due it and on the     
written request of the Company, shall execute and deliver an instrument         
transferring to such successor all rights and powers of such predecessor        
hereunder, shall duly assign, transfer and deliver all right, title and interest
in the Stock and any moneys or property held hereunder to such successor and    
shall deliver to such successor a list of the record holders of all outstanding 
Receipts.  Any successor Depositary shall promptly mail notice of its           
appointment to the record holders of Receipts.                                  

         Any corporation or other entity into or with which the Depositary may
be merged, consolidated or converted, or to which the Depositary may sell all or
substantially all its assets, shall be the successor of such Depositary without 
the execution or filing of any document or any further act.  Such successor     
Depositary may authenticate the Receipts in the name of the predecessor         
Depositary or in the name of the successor Depositary.                          

          SECTION 5.05.  Corporate Notices and Reports.  The Company agrees that
----------------------------- 
it will deliver to the Depositary and                                           

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the Depositary will, promptly after receipt thereof, transmit to the record     
holders of Receipts, in each case at the address furnished to it pursuant to    
Section 4.08, all notices and reports (including, without limitation, financial 
statements) required by law, the rules of any national securities exchange upon 
which the Stock, the Depositary Shares or the Receipts are listed or by the     
Company's Articles of Incorporation (including the Certificate) or By-laws to be
furnished by the Company to holders of Stock.  Such transmission will be at the 
Company's expense and the Company will provide the Depositary with such number  
of copies of such documents as the Depositary may reasonably request.  In       
addition, the Depositary will transmit to record holders of Receipts at the     
Company's expense such other documents as may be requested by the Company.      

     SECTION 5.06.  Indemnification by the Company.  The Company shall
------------------------------
indemnify the Depositary, any Depositary's Agent and any Registrar against, and 
hold each of them harmless from, any loss, liability or expense (including the  
reasonable costs and expenses of defending itself) that may arise out of (i)    
acts performed or omitted in connection with this Deposit Agreement and the     
Receipts (a) by the Depositary, any Registrar or any of their respective agents 
(including any Depositary's Agent) except for any liability arising out of gross
negligence or willful misconduct on the respective parts of any such person or  
persons, or (b) by the Company or any of its agents, or (ii) the offer, sale or 
registration of the Depositary Shares, Receipts or the Stock pursuant to the    
provisions hereof.  This indemnification does not extend in favor of holders of 
Receipts.                                                                       

   SECTION 5.07.  Charges and Expenses.  The Company shall pay all
--------------------          
transfer and other taxes and governmental charges arising solely from the       
existence of the Depositary arrangements.  The Company shall pay all charges of 
the Depositary in connection with the initial deposit of the Stock and the      
initial issuance of the Depositary Shares,  withdrawals of the Stock and the    
issuance of shares of Common Stock upon the conversion of the Stock.  All other 
transfer and other taxes and governmental charges shall be at the expense of    
holders of Depositary Shares.  If, at the request of a holder of Receipts, the  
Depositary incurs charges or expenses for which it is not otherwise liable      
hereunder, such holder will be liable for such charges and expenses.  All other 
charges and expenses of the Depositary and any Depositary's Agent hereunder and 
of any Registrar (including, in each case, reasonable fees and expenses of      
counsel) incident to the performance of their respective obligations hereunder  
will be payable by the Company only                                             

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after prior consultation and agreement between the Depositary and the Company   
and consent by the Company to the incurrence of such expenses, which consent    
shall not be unreasonably withheld.  The Depositary shall present any statement 
for charges and expenses to the Company promptly, unless the Company shall agree
otherwise.                                                                      

ARTICLE VI

AMENDMENT AND TERMINATION 

          SECTION 6.01.  Amendment.  The form of the Receipts and any provisions
---------                     
of this Deposit Agreement may at any time and from time to time be amended by   
agreement between the Company and the Depositary in any respect which they may  
deem necessary or desirable; provided, however, that no such amendment that     
--------  -------     
shall materially and adversely alter the rights of the holders of Receipts shall
be effective unless such amendment shall have been approved by the holders of at
least 66-2/3% of the Depositary Shares then outstanding.  Every holder of an    
outstanding Receipt at the time any amendment becomes effective shall be deemed,
by continuing to hold such Receipt, to consent and agree to such amendment and  
to be bound by the Deposit Agreement as amended thereby.  In no event shall any 
amendment impair the right, subject to the provisions of Sections 2.04 and 2.05 
hereof, of any owner of any Depositary Shares to surrender any Receipt          
evidencing such Depositary Shares to the Depositary with instructions to cause  
the conversion of such Receipt into Common Stock or to deliver to the holder the
Stock and all money, and other property, if any, represented thereby, except in 
order to comply with mandatory provisions of applicable law or the rules and    
regulations of any governmental body, agency or commission, the NASD or any     
applicable stock exchange.                                                      

  SECTION 6.02. Termination. This Agreement may be terminated by the
-----------                         
Company or the Depositary only after (i) there shall have been made a final     
distribution in respect of the Stock in connection with any liquidation,        
dissolution or winding up of the Company and such distribution shall have been  
distributed to the holders of Depositary Shares pursuant to Section 4.01 or     
4.02, as applicable, or (ii) each share of Stock shall have been converted into 
shares of Common Stock.                                                         

      Upon the termination of this Deposit Agreement, the parties hereto
shall be discharged from all obligations under this Deposit Agreement except for
their respective obligations under Sections 5.03, 5.06 and 5.07.                

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ARTICLE VII 

MISCELLANEOUS 

        SECTION 7.01.  Counterparts.  This Deposit Agreement may be executed
------------                  
in any number of counterparts, and by each of the parties hereto on separate    
counterparts, each of which counterparts, when so executed and delivered, shall 
be deemed an original, but all of which counterparts taken together shall       
constitute one and the same instrument.                                         

        SECTION 7.02.  Exclusive Benefit of Parties.  This Deposit Agreement
----------------------------  
is for the exclusive benefit of the parties hereto, and their respective        
successors hereunder, and shall not be deemed to give any legal or equitable    
right, remedy or claim to any other person whatsoever.                          

       SECTION 7.03.  Invalidity of Provisions.  If any one or more of the
------------------------      
provisions contained in this Deposit Agreement or in the Receipts should be or  
become invalid, illegal or unenforceable in any respect, the validity, legality 
and enforceability of the remaining provisions contained herein or therein shall
in no way be affected, prejudiced or modified thereby.                          

   SECTION 7.04.  Notices.  Any and all notices to be given to the
-------                       
Company hereunder or under the Receipts shall be in writing and shall be deemed 
to have been duly given if personally delivered or sent by mail or telegram,    
telecopy or telex confirmed by letter, addressed to the Company at Alco Standard
Corporation, P.O. Box 834, Valley Forge, Pennsylvania 19482, telephone (610)    
296-8000, attention:      Law Department with a copy to Treasury Department, or 
at any other address and to the attention of any other person of which the      
Company shall have notified the Depositary in writing.                          

        Any and all notices to be given to the Depositary hereunder or under
the Receipts shall be in writing and shall be deemed to have been duly given if 
personally delivered or sent by mail or by telegram, telecopy or telex confirmed
by letter, addressed to the Depositary at the Depositary's Office, National City
Bank, 1900 East 9th Street, Corporate Trust Department, 3rd Floor Annex,        
Cleveland, Ohio  44114, (216) 575-2492, attention: ______________, or at any    
other address and to the attention of any other person of which the Depositary  
shall have notified the Company in writing.                                     

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     Any and all notices to be given to any record holder of a Receipt
hereunder or under the Receipts shall be in writing and shall be deemed to have 
been duly given if personally delivered or sent by mail or by telegram, telecopy
or telex confirmed by letter, addressed to such record holder at the address of 
such record holder as it appears on the books of the Depositary, or if such     
holder shall have timely filed with the Depositary a written request that       
notices intended for such holder be mailed to some other address, at the address
designated in such request.                                                     

       Delivery of a notice sent by mail or by telegram, telecopy or telex
shall be deemed to be effected at the time when a duly addressed letter         
containing the same (or a confirmation thereof in the case of a telegram or     
telex message) is deposited, postage prepaid, in a post office letter box.  The 
Depositary or the Company may, however, act upon any telegram or telecopy       
message received by it from the other or from any holder of a Receipt,          
notwithstanding that such telegram or telecopy message shall not subsequently be
confirmed by letter or as aforesaid.                                            

        SECTION 7.05.  Depositary's Agents.  The Depositary may from time to
-------------------           
time appoint any Depositary's Agent to act in any respect for the Depositary for
the purposes of this Deposit Agreement and may at any time appoint additional   
Depositary's Agents and vary or terminate the appointment of such Depositary's  
Agents.  The Depositary will promptly notify the Company of any such action.    

     SECTION 7.06.  Holders of Receipts Are Parties.  By acceptance of
 -------------------------------
delivery of the Receipts, any holder of such Receipt from time to time shall be 
deemed to have agreed to become a party to this Deposit Agreement and to be     
bound by all of the terms and conditions hereof and of the Receipts to the same 
extent as though such person executed this Agreement.                           

          SECTION 7.07.  Governing Law.  THIS DEPOSIT AGREEMENT AND THE RECEIPTS
-------------                 
AND ALL RIGHTS HEREUNDER AND THEREUNDER AND PROVISIONS HEREOF AND THEREOF SHALL 
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF OHIO 
(WITHOUT REFERENCE TO APPLICABLE CONFLICTS OF LAW PROVISIONS).                  

          SECTION 7.8.  Inspection of Deposit Agreement.  Copies of this Deposit
------------------------------- 
Agreement shall be filed with the Depositary and the Depositary's Agents and    
shall be open to inspection during business hours at the Depositary's Office and
the respective offices of the Depositary's Agents, if any, by any holder of a   
Receipt.                                                                        

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          SECTION 7.9.  Headings.  The headings of articles and sections in this
--------                        
Deposit Agreement and in the form of the Receipt set forth in Exhibit A hereto  
                                                     ---------
have been inserted for convenience only and are not to be regarded as a part of 
this Deposit Agreement or the Receipts or to have any bearing upon the meaning  
or interpretation of any provision contained herein or in the Receipts.         

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        IN WITNESS WHEREOF, the Company and the Depositary have caused their
duly authorized officers to execute and deliver this Deposit Agreement as of the
day and year first above set forth, and all holders of Receipts shall become    
parties hereto by and upon acceptance by them of delivery of Receipts issued in 
accordance with the terms hereof.                                               

     ALCO STANDARD CORPORATION

          By:  _________________________
          Authorized Officer

NATIONAL CITY BANK  

           By:   _________________________
            ____________________
      Vice President

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Dates Referenced Herein

		Referenced-On Page
This ‘8-A12B’ Filing	Date	First	Last	Other Filings

Filed on:	7/20/95			None on these Dates
	7/14/95	1
				List all Filings

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Filing Submission 0000950130-95-001343 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Ikon Office Solutions Inc – ‘8-A12B’ on 7/20/95 – EX-2

As of: Thursday, 7/20/95 · Accession #: 950130-95-1343 · File #: 1-05964

Registration of a Class of Securities — Form 8-AFiling Table of Contents

EX-2 — Form of Deposit AgreementExhibit Table of Contents

Dates Referenced Herein

Registration of a Class of Securities — Form 8-A
Filing Table of Contents

EX-2 — Form of Deposit Agreement
Exhibit Table of Contents