<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended NOVEMBER 30, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ______________ to ______________
COMMISSION FILE NO. 1-6018
A. FULL TITLE OF THE PLAN:
Retirement Savings Plan for Employees of
Tokheim Corporation and Subsidiaries
B. NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE
PLAN AND ADDRESS OF PRINCIPAL EXECUTIVE OFFICE:
Tokheim Corporation
10501 Corporate Drive
Fort Wayne, Indiana 46801
(219) 423-2552
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the under-
signed hereunto duly authorized.
Retirement Savings Plan for the
Employees of Tokheim Corporation
and Subsidiaries
Date: May 27, 1994 By: Jess B. Ford
-------------------------------
Vice President, Finance, Secretary,
and Chief Financial Officer
1
<PAGE>
INDEX OF FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
Page
Number
Report of Independent Public Accountants................... 5
Financial Statements:
Statement of Net Assets Available for Plan
Benefits as of November 30, 1993 and 1992......... 6
Statement of Changes in Net Assets Available
for Plan Benefits for the years ended
November 30, 1993, 1992, and 1991................. 7
Notes to Financial Statements......................... 8-15
Supplemental Schedules:
Item 27a - Assets Held for Investment Purposes
as of November 30, 1993............................ 16-17
Item 27d - Reportable Transactions for the year
ended November 30, 1993............................ 18
2
<PAGE>
TOKHEIM CORPORATION AND SUBSIDIARIES
CONSENTS OF EXPERTS AND COUNSEL
NOVEMBER 30, 1993
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of Tokheim Corporation on Form S-8 (File No. 1-6018) of our report dated
May 6, 1994, on our audits of the financial statements and financial
statement schedules of the Retirement Savings Plan for Employees of Tokheim
Corporation and Subsidiaries as of November 30, 1993 and 1992, and for the
years ended November 30, 1993, 1992, and 1991, which report is included in
this Annual Report on Form 11-K.
COOPERS & LYBRAND
Fort Wayne, Indiana
May 27, 1994
3
<PAGE>
RETIREMENT SAVINGS PLAN FOR EMPLOYEES
OF TOKHEIM CORPORATION AND SUBSIDIARIES
--------------------
Report on Audit of Financial Statements
For the years ended November 30, 1993, 1992, and 1991
4
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Participants and Employee
Benefits Committee of the
Retirement Savings Plan
for Employees of Tokheim
Corporation and Subsidiaries.
We have audited the financial statements of the Retirement Savings
Plan for Employees of Tokheim Corporation and Subsidiaries as listed
in the accompanying index on page 1. These financial statements are
the responsibility of the Plan's management (Tokheim Corporation,
"the Company"). Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by the Company's management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan
benefits as of November 30, 1993 and 1992, and the changes in net
assets available for plan benefits for each of the three years in
the period ended November 30, 1993, in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules listed on page 1 are presented for the purpose of
additional analysis and are not a required part of the basic
financial statements, but are supplementary information required by
the Department of Labor's Rules and Regulations for reporting and
disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedules have been subjected to the
auditing procedures applied in the audits of the basic financial
statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as
whole.
As discussed in Note 10 to the Financial Statements, the plan
changed its method of accounting for benefit payments.
COOPERS & LYBRAND
Fort Wayne, Indiana
May 6, 1994.
5
<PAGE>
RETIREMENT SAVINGS PLAN FOR EMPLOYEES
OF TOKHEIM CORPORATION AND SUBSIDIARIES
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF NOVEMBER 30, 1993 and 1992
ASSETS
1993 1992
---- ----
Cash $ 61,127 $ 633
Receivables
Contributions
Participants 1,450 16,379
Employer 591,649 457,909
Interest 729,175 588,542
1,322,274 1,062,830
Investments, at fair value
Loans to participants 210,729 189,153
Tokheim Corporation Common Stock 2,849,381 1,914,589
Tokheim Corporation Preferred Stock 21,210,800 22,991,900
Marketable securities and other 1,273,042 1,266,037
25,543,952 26,361,679
Guaranteed investment contracts, at
contract value 8,505,541 9,237,454
Total Investments 34,049,493 35,599,133
Total Assets 35,432,894 36,662,596
LIABILITIES
Notes payable 19,205,951 21,280,157
Withdrawal and termination distributions
payable 2,648,672
Interest payable 13,959 21,486
Total Liabilities 19,219,910 23,950,315
Net assets available for plan benefits $16,212,984 $12,712,281
The accompanying notes are an integral part of the financial statements
6
<PAGE>
RETIREMENT SAVINGS PLAN FOR EMPLOYEES
OF TOKHEIM CORPORATION AND SUBSIDIARIES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEARS ENDED NOVEMBER 30, 1993, 1992, and 1991
1993 1992 1991
---- ---- ----
Additions
Participants' contributions $ 1,742,979 $ 1,996,690 $ 2,019,218
Employer contributions 1,997,122 2,006,837 1,796,601
Interest income 831,399 909,956 707,203
Dividend income 1,700,770 1,898,019 1,993,019
Net appreciation (depreciation)
in fair value of investments 1,365,996 (552,016) (924,574)
Transfers from other plans 179,473 49,276 3,659,552
7,817,739 6,308,762 9,251,019
Deductions
Withdrawal and termination
distributions 5,372,508 5,394,091 2,887,374
Interest expense 1,592,117 1,710,634 1,869,732
Other expenses 1,083 36,506
6,965,708 7,141,231 4,757,106
Net additions (deductions) 852,031 (832,469) 4,493,913
Net assets available for plan
benefits, beginning of year 12,712,281 13,544,750 9,050,837
Adjustment for change in accounting
principle 2,648,672
Net assets available for plan
benefits, end of year $16,212,984 $12,712,281 $13,544,750
The accompanying notes are an integral part of the financial statements.
7
<PAGE>
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INVESTMENT TRANSACTIONS AND VALUATIONS - Purchases and sales of
securities are accounted for as of the trade date. Gains and
losses, if any, which are realized upon the sale of securities are
calculated by the average-cost method. Investments are carried at
fair values which are based upon published market quotations, if
available, and, if not available, upon amounts estimated by the
Trustee to be realizable by comparison with securities having
similar ratings, yields and maturities. Investments in the Fixed
Fund, which are comprised primarily of guaranteed investment
contracts, are carried at contract value. Dividend income is
accrued on the ex-dividend date and interest income is accrued as
earned. See Note 3 regarding the valuation of preferred stock.
The Plan presents in the Statement of Changes in Net Assets the net
appreciation (depreciation) in the fair value of its investments
which consists of the realized gains or losses and the unrealized
appreciation (depreciation) on those investments.
ADMINISTRATIVE EXPENSES - Costs of administering the Plan are borne
by the Company.
2. DESCRIPTION OF PLAN
The following description of the Retirement Savings Plan for
Employees of Tokheim Corporation and Subsidiaries provides only
general information. Participants should refer to the plan
agreement for a more complete description of the Plan's provisions.
PARTICIPANT CONTRIBUTIONS - Participants may elect to contribute 1%
to 11% (in increments of 1%) of their salary to the Plan, as a
before-tax contribution. Contributions are paid to the Trustee as
each payroll is processed and are allocated to each participant's
before-tax contribution account as of the end of the quarter.
Participants may elect to have their contributions invested in
increments of 25% (5% after November 30, 1993) in any one or more of
the investment funds.
COMPANY CONTRIBUTIONS - The Plan provides a retirement (base)
contribution of 1.5% of salary to all participants in the Plan and
a matching contribution with a minimum of two-thirds of the first 6%
of employee before-tax contributions that can increase to 150% of
the first 6% of contributions depending on the performance (as
defined by the Plan) of the Company. In addition, the Company is
required to allocate to participants' accounts any excess benefit
which may result when the value of shares released is greater than
the benefit to be provided by the matching contribution and the
retirement contribution. Preferred shares are released as payments
are made to reduce the Notes Payable to purchase preferred stock.
At November 30, 1993, 244,129 shares had been released and allocated
to participants' accounts and 604,303 shares remained encumbered.
Base and matching contributions are allocated to each participant's
account as of the end of each quarter. They are invested in the
preferred stock of the Company in the Preferred Stock ESOP.
8
<PAGE>
In addition, as payments are made to reduce the Note Payable to
purchase common stock these common shares are released. At November
30, 1993, 103,002 shares had been released and allocated to
participants' accounts and 65,067 shares remained encumbered. The
shares released are allocated to participants' accounts at the end
of each plan year.
CONTRIBUTION LIMITATIONS - The Plan Agreement also provides certain
limitations on the amount of annual additions to the accounts of
participants and the amount of Company contributions in any Plan
year. Participants should refer to the plan agreement for a more
complete description of limitations on contributions.
INVESTMENT FUNDS - Following are descriptions of the investment
funds into which participants may elect to have their contributions
invested:
Company Stock Fund - which is invested in the common stock of
Tokheim Corporation.
Equity Fund - which is invested primarily in a mutual fund or funds
that invest in a diversified portfolio of common stocks of publicly
owned corporations.
Fixed Fund - which is invested in guaranteed investment contracts
(GICs) or in a collective income fund which invests in GICs and
similar investment vehicles.
Money Market Fund - which is invested in high quality money market
instruments.
Beginning December 1, 1993, participants may elect to have their
contributions invested in a Balanced Fund, which consists of
investments in a combination of common stocks, fixed income
investments, certificates of deposit, and guaranteed investment
contracts.
VESTING - Participants are at all times fully vested in their
contributions and the Company matching contributions. The 1.5%
retirement contribution has a vesting period requirement of five
years.
WITHDRAWALS - Upon termination of employment by reason of
retirement, death, disability, or for any other reason, a
participant, or the beneficiary in the case of death, is entitled to
receive his/her interest in each investment fund (which consists of
the participant's balance in the before-tax contribution account,
after-tax contribution account, and vested employer contribution
account), including any realized and/or unrealized gains and losses,
payable as of the valuation date coincident with or next preceding
the date of termination of employment plus any amounts credited to
the participant's accounts subsequent to such valuation date. Such
distributions will be made in a lump sum as soon as is practicable
after termination of employment.
9
<PAGE>
The Plan Agreement also provides for in-service withdrawals, in the
case of financial hardship, and loans. Participants should refer to
the Plan Agreement for a more complete description of the in-service
withdrawals.
3. TOKHEIM CONVERTIBLE PREFERRED STOCK
During July, 1989, the Plan Trust borrowed $24,000,000 and used
those proceeds to purchase $24,000,000 of Tokheim Corporation
convertible preferred stock. The preferred stock was priced at a
liquidation value of $25 per share, and 960,000 shares were
purchased. The dividend rate of the shares is 7.75%. During the
current fiscal year, 81,172 shares were allocated to participants at
a value of $2,029,300. During the previous years, 274,525 shares
were allocated to participants at a value of $6,863,125. In future
years approximately 8% of the total amount of shares will be
allocated to participants annually.
The conversion rate of preferred stock to common stock is one for
one. The preferred stock is held only by the Trustees of the Plan
and is not traded on an open market. When shares are redeemed,
participants have the option to receive an equivalent value in
common stock or cash. The preferred stock is valued at "adequate
consideration" as determined by the Trustee on the basis of an
independent appraisal pursuant to section 3(18) of ERISA and the
regulations thereunder. The last day of each plan year is
designated to be the ESOP valuation date. An independent appraisal
determined the liquidation value to be $25 per share at November
30, 1993. The preferred shares are redeemable at the option of the
Company at a price of $26.16 per share in fiscal year 1994,
decreasing by $0.20 per share each year thereafter to a redemption
price of $25.00 per share in fiscal 2000. The shares are not traded
on an open market and, as such, the liquidation value is considered
to be the market value. The preferred stock has been used to fund
the matching and retirement contributions in the Plan.
4. NOTES PAYABLE
The Trust for the Plan has entered into the following debt
agreements to purchase company securities for investment by the
participants:
NOTES PAYABLE TO PURCHASE PREFERRED STOCK - The Trust borrowed
$24,000,000 in July 1989 at a variable interest rate payable over 12
years. The outstanding principal balance at November 30, 1993, was
$17,533,000 at a rate of 8.2%. Quarterly principal payments are
$437,000 to $760,000 through 2001 and are payable on the last day of
each quarter.
NOTE PAYABLE TO PURCHASE COMMON STOCK - The balance of this note at
November 30, 1993, was $1,673,000. Interest is payable quarterly at
the prime rate, which was 5.5% at November 30, 1993. Principal
payments are $303,000 to $484,000 through 1997 and are made on an
annual basis.
10
<PAGE>
The Company has guaranteed both of the above borrowings. Debt
payments will be funded by dividends received on shares and Company
contributions. Aggregate scheduled maturities of the above notes
payable during the ensuing five years equal $2,230,766, $2,399,282,
$2,580,624, $2,565,810, and $2,442,486, respectively.
5. PARTICIPANTS
The following table sets forth the number of participants at year
end by fund type for fiscal years 1993 and 1992:
1993 1992
---- ----
Fixed Fund 944 1,003
Equity Fund 227 238
Common Stock Fund 203 215
Money Market Fund 142 152
The Common Stock ESOP 1,237 1,121
The Preferred Stock ESOP 1,249 1,237
The total number of participants in the Plan was 1,249 and 1,237 at
November 30, 1993 and 1992, respectively. This was less than the
sum of the number of participants shown above because many were
participating in more than one fund.
6. TAX STATUS
Tokheim Corporation received a tax determination letter from the
Treasury Department dated February 4, 1994, indicating that the Plan
is qualified and that the trust established under the plan
constitutes a qualified trust under section 401(a) of the Internal
Revenue Code and is therefore exempt from federal income taxes under
provisions of Section 501(a).
7. PLAN TERMINATION
Tokheim Corporation has not expressed any intent to discontinue its
contributions. If there should be such a discontinuance resulting
in termination of the Plan, it would be subject to provisions set
forth in the Employee Retirement Income Security Act of 1974 (ERISA)
and the net assets of the trust (after reduction of any expenses or
taxes chargeable against the trust) would be allocated among the
participants and beneficiaries of the Plan in the order specified by
ERISA.
11
<PAGE>
8. TRANSFERS FROM OTHER PLANS
On January 1, 1991, substantially all union employees participating
in the Company's collectively bargained plans became eligible to
participate in the Plan. The Company transferred these
participants' assets totaling $1,136,000 into the Plan in November
1991.
In March 1991, approximately $2,365,000 was transferred into the
Plan in connection with the termination of the Tokheim Salaried
Pension Plan. The remaining amount of transfers in 1991, as well as
the transfer from other plan amounts in 1992 and 1993, principally
represent rollovers from other plans in connection with newly hired
employees.
9. INVESTMENTS
The following individual investments exceed five percent of total
net assets:
Tokheim Corporation Common Stock $ 2,849,381
Tokheim Corporation Convertible Preferred Stock 21,210,800
Massachusetts Capital Development Fund 961,931
Guaranteed Investment Contracts:
Lincoln National Life Insurance Company
8.81% due May 1, 1994 885,774
9.46% due May 1, 1995 1,026,702
9.56% due May 1, 1995 2,072,110
8.20% due May 1, 1996 2,008,001
Allstate Life Insurance Company
8.54% due May 1, 1997 1,587,426
7.45% due July 31, 1998 925,527
10. ACCOUNTING FOR BENEFIT PAYMENTS
Effective December 1, 1992, the Plan changed its method of
accounting for benefit payments to participants and began
recognizing benefit payments when paid. Prior to 1993, benefit
payments were accrued as a liability of the Plan in the year the
participant became eligible to take a distribution from the Plan.
The change in accounting for benefit payments was adopted to conform
with the 1993 AICPA Audit and Accounting Guide, "Audits of Employee
Benefit Plans". The cumulative effect of this accounting change
increased Net Assets Available for Plan Benefits at December 1,
1992, by $2,648,672.
Benefits payable to participants who became eligible to take a
distribution from the Plan but have not yet been paid totaled
$1,193,227 at November 30, 1993.
13
<PAGE><TABLE>
11. ALLOCATION OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AND CHANGES IN
NET ASSETS AVAILABLE FOR PLAN BENEFITS
Net assets available for plan benefits at November 30, 1993:
Money
Fixed Equity Company Market
Fund Fund Stock Fun Fund
---------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
Cash $55,952 $6,373 $4,535 $2,358
Receivables
Contributions
Participant (50) (352) 1,852
Employer
Interest 729,175
Investments 8,748,478 964,731 939,496 263,102
Notes payable
Interest payable
Net assets available
for plan benefits $9,533,555 $970,752 $944,031 $267,312
</TABLE><TABLE>
Changes in net assets available for plan benefits for the year ended
November 30, 1993:
Money
Fixed Equity Company Market
Fund Fund Stock Fund Fund
---------- ---------- ------------ ----------
<S> <C> <C> <C> <C>
ADDITIONS
Participants' contributions $1,375,609 $159,976 $123,226 $84,168
Employer contributions
Interest income 828,638 215 216 113
Dividend income 30,076 7,435
Net appreciation
(depreciation) in fair
value of investments 74,888 374,608
Transfers from other plans 164,390 9,323 4,675 1,085
2,368,637 274,478 502,725 92,801
Transfers between funds 193,967 (49,320) (46,771) (36,907)
DEDUCTIONS
Withdrawal and termination
distributions 3,088,695 176,553 161,004 84,625
Interest expense
Other expenses 1,083
3,089,778 176,553 161,004 84,625
Net additions (deductions) (527,174) 48,605 294,950 (28,731)
Net assets available for
plan benefits, beginning
of year 8,978,442 799,906 606,653 222,373
Adjustment for change in
accounting principle 1,082,287 122,241 42,428 73,670
Net assets available for
plan benefits, end
of year $9,533,555 $970,752 $944,031 $267,312
13-1
/TABLE
<PAGE><TABLE>
11. ALLOCATION OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AND CHANGES IN
NET ASSETS AVAILABLE FOR PLAN BENEFITS
Net assets available for plan benefits at November 30, 1993:
The
The Common Preferred
Stock ESOP Stock ESOP The Plan
---------- ---------- --------
<S> <C> <C> <C>
Cash $76 $(8,167) $61,127
Receivables
Contributions
Participant 1,450
Employer 444,860 146,789 591,649
Interest 729,175
Investments 1,911,985 21,221,701 34,049,493
Notes payable (1,673,160) (17,532,791) (19,205,951)
Interest payable (13,959) (13,959)
Net assets available
for plan benefits $669,802 $3,827,532 $16,212,984
</TABLE><TABLE>
Changes in net assets available for plan benefits for the year ended
November 30, 1993:
The
The Common Preferred
Stock ESOP Stock ESOP The Plan
---------- ---------- --------
<S> <C> <C> <C>
ADDITIONS
Participants' contributions $1,742,979
Employer contributions $535,145 $1,461,977 1,997,122
Interest income 166 2,051 831,399
Dividend income 1,663,259 1,700,770
Net appreciation
(depreciation) in fair
value of investments 805,987 110,513 1,365,996
Transfers from other plans 179,473
1,341,298 3,237,800 7,817,739
Transfers between funds (3,864) (57,105)
DEDUCTIONS
Withdrawal and termination
distributions 173,833 1,687,798 5,372,508
Interest expense 104,665 1,487,452 1,592,117
Other expenses 1,083
278,498 3,175,250 6,965,708
Net additions (deductions) 1,058,936 5,445 852,031
Net assets available for
plan benefits, beginning
of year (456,236) 2,561,143 12,712,281
Adjustment for change in
accounting principle 67,102 1,260,944 2,648,672
Net assets available for
plan benefits, end
end of year $669,802 $3,827,532 $16,212,984
13-2
/TABLE
<PAGE><TABLE>
11. ALLOCATION OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AND CHANGES IN
NET ASSETS AVAILABLE FOR PLAN BENEFITS (CONTINUED)
Net assets available for plan benefits at November 30, 1992:
Money
Fixed Equity Company Market
Fund Fund Stock Fund Fund
------- -------- ---------- ------
<S> <C> <C> <C> <C>
Cash $185 $121 $85 $25
Receivables
Contributions
Participant 12,261 1,760 877 1,481
Employer
Interest 587,802 740
Investments 9,460,481 920,266 648,119 293,797
Notes payable
Withdrawal and termination
distributions payable (1,082,287) (122,241) (42,428) (73,670)
Interest payable
Net assets available
for plan benefits $8,978,442 $799,906 $606,653 $222,373
</TABLE><TABLE>
Changes in net assets available for plan benefits for the year ended
November 30, 1992:
Money
Fixed Equity Company Market
Fund Fund Stock Fund Fund
------- ------ ---------- ------
<S> <C> <C> <C> <C>
ADDITIONS
Participants' contribution $1,561,790 $174,895 $149,536 $110,469
Employer contributions
Interest income 869,380 392 242 109
Dividend income 101,386 10,530
Net appreciation
(depreciation) in fair
value of investments 22,535 (194,288)
Transfers from other plan 17,033 6,433 14,108 11,702
2,448,203 305,641 (30,402) 132,810
Transfers between funds 73,208 (10,449) (21,063) (41,696)
DEDUCTIONS
Withdrawal and termination
distributions 2,292,068 254,292 160,031 128,804
Interest expense
Other expenses 36,506
2,328,574 254,292 160,031 128,804
Net additions (deductions) 192,837 40,900 (211,496) (37,690)
Net assets available for
plan benefits, beginning
of year 8,785,605 759,006 818,149 260,063
Net assets available for
plan benefits,
end of year $8,978,442 $799,906 $606,653 $222,373
14-1
/TABLE
<PAGE><TABLE>
11. ALLOCATION OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AND CHANGES IN
NET ASSETS AVAILABLE FOR PLAN BENEFITS (CONTINUED)
Net assets available for plan benefits at November 30, 1992:
The
The NCC The Common Preferred
Fund Stock ESOP Stock ESOP The Plan
------- ---------- ---------- --------
<S> <C> <C> <C> <C>
Cash $55 $162 $633
Receivables
Contributions
Participant 16,379
Employer 427,606 30,303 457,909
Interest 588,542
Investments 1,283,970 22,992,500 35,599,133
Notes payable (2,079,280) (19,200,877) (21,280,157)
Withdrawal and termination
distributions payable (67,101) (1,260,945) (2,648,672)
Interest payable (21,486) (21,486)
Net assets available for
plan benefits $(456,236) $2,561,143 $12,712,281
</TABLE><TABLE>
Changes in net assets available for plan benefits for the year ended
November 30, 1992:
The
The NCC The Common Preferred
Fund Stock ESOP Stock ESOP The Plan
------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
ADDITIONS
Participants' contributions $1,996,690
Employer contributions $537,548 $1,469,289 2,006,837
Interest income $39,341 288 204 909,956
Dividend income 1,786,103 1,898,019
Net appreciation
(depreciation) in fair
value of investment 11,009 (391,272) (552,016)
Transfers from other plans 49,276
50,350 146,564 3,255,596 6,308,762
Transfers between funds
DEDUCTIONS
Withdrawal and termination
distributions 859,818 214,824 1,484,254 5,394,091
Interest expense 131,386 1,579,248 1,710,634
Other expenses 36,506
859,818 346,210 3,063,502 7,141,231
Net additions (deductions) (809,468) (199,646) 192,094 (832,469)
Net assets available for
plan benefits,
beginning of year 809,468 (256,590) 2,369,049 13,544,750
Net assets available for
plan benefits, end of year ($456,236) $2,561,143 $12,712,281
14-2
/TABLE
<PAGE><TABLE>
11. ALLOCATION OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AND CHANGES IN
NET ASSETS AVAILABLE FOR PLAN BENEFITS (CONTINUED)
Net assets available for plan benefits at November 30, 1991:
Money
Fixed Equity Company Market
Fund Fund Stock Fund Fund
----- ------ ---------- ------
<S> <C> <C> <C> <C>
Cash $7,612 $1,478 $1,234 $752
Receivables
Contributions
Participant 22,064 2,446 1,364 2,485
Employer
Interest 420,094 1,095
Receivable from other plans 732,612 146,569
Investments 8,277,026 663,027 843,042 275,301
Notes payable
Withdrawal and termination
distributions payable (673,803) (54,514) (27,491) (19,570)
Interest payable
Amounts due securities broker
Withholding tax payable
Net assets available for plan
benefits $8,785,605 $759,006 $818,149 $260,063
</TABLE><TABLE>
Changes in net assets available for plan benefits for the year ended
November 30, 1991:
Money
Fixed Equity Company Market
Fund Fund Stock Fund Fund
------ ------ ---------- ------
<S> <C> <C> <C> <C>
ADDITIONS
Participants' contributions $1,567,488 $172,149 $154,889 $124,692
Employer contributions
Interest income 653,400 768 824 187
Dividend income 24,050 34,837 13,258
Net appreciation (depreciation)
in fair value of investments 50,324 (360,542)
Transfers from other plans 3,075,334 227,672 306,110 50,436
5,296,222 474,963 136,118 188,573
Transfers between funds 130,668 (114,002) 9,207 (25,873)
DEDUCTIONS
Withdrawal and termination
distributions 1,661,171 134,415 183,744 40,087
Interest expense
1,661,171 134,415 183,744 40,087
Net additions (deductions) 3,765,719 226,546 (38,419) 122,613
Net assets available for plan
benefits, beginning of year 5,019,886 532,460 856,568 137,450
Net assets available for plan
benefits, end of year $8,785,605 $759,006 $818,149 $260,063
15-1
/TABLE
<PAGE><TABLE>
11. ALLOCATION OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AND CHANGES IN
NET ASSETS AVAILABLE FOR PLAN BENEFITS (CONTINUED)
Net assets available for plan benefits at November 30, 1991:
The
The NCC The Common Preferred
Fund Stock ESOP Stock ESOP The Plan
------- ---------- ---------- --------
<S> <C> <C> <C> <C>
Cash $344 $6,363 $17,783
Receivables
Contributions
Participant 28,359
Employer 375,681 25,000 400,681
Interest 421,189
Receivable from other plans 879,181
Investments $809,468 1,855,929 23,320,600 36,044,393
Notes payable (2,462,400) (20,746,472) (23,208,872)
Withdrawal and termination
distributions payable (225,550) (1,000,928)
Interest payable (26,144) (26,144)
Amounts due securities broker (998) (998)
Withholding tax payable (9,894) (9,894)
Net assets available for plan
benefits $809,468 $(256,590) $2,369,049 $13,544,750
</TABLE><TABLE>
Changes in net assets available for plan benefits for the year ended
November 30, 1991:
The
The NCC The Common Preferred
Fund Stock ESOP Stock ESOP The Plan
------- ---------- ---------- --------
<S> <C> <C> <C> <C>
ADDITIONS
Participants' contributions $2,019,218
Employer contributions $480,683 $1,315,918 1,796,601
Interest income $48,453 3,149 422 707,203
Dividend income 89,674 1,831,200 1,993,019
Net appreciation (depreciation)
in fair value of investments 31,836 (646,144) (48) (924,574)
Transfers from other plans 3,659,552
80,289 (72,638) 3,147,492 9,251,019
Transfers between funds
DEDUCTIONS
Withdrawal and termination
distributions 28,246 85,408 754,303 2,887,374
Interest expense 179,712 1,690,020 1,869,732
28,246 265,120 2,444,323 4,757,106
Net additions (deductions) 52,043 (337,758) 703,169 4,493,913
Net assets available for plan
benefits, beginning of year 757,425 81,168 1,665,880 9,050,837
Net assets available for plan
benefits, end of year $809,468 ($256,590) $2,369,049 $13,544,750
15-2
/TABLE
<PAGE><TABLE>
RETIREMENT SAVINGS PLAN FOR EMPLOYEES
OF TOKHEIM CORPORATION AND SUBSIDIARIES
ITEM 27a - ASSETS HELD FOR INVESTMENT PURPOSES
AS OF NOVEMBER 30, 1993
Shares or Fair or
Principal Contract
Description Amount Cost Value
- --------------------------------------- --------- ---------- -----------
<S> <C> <C> <C>
Fixed Fund
Lincoln National Life Insurance Co.
Guaranteed Investment Contracts
8.81%, due May 1, 1994 $ 885,774 $885,774 $885,774
9.46%, due May 1, 1995 $1,026,702 1,026,702 1,026,702
9.56%, due May 1, 1995 $2,072,110 2,072,110 2,072,110
8.20%, due May 1, 1996 $2,008,001 2,008,001 2,008,001
Allstate Life Insurance Co.
Guaranteed Investment Contracts
8.54%, due May 1, 1997 $1,587,426 1,587,426 1,587,426
7.45%, due July 31, 1998 $ 925,527 925,527 925,527
Fort Wayne National Bank
Temporary CD Fund $ 32,600 32,600 32,600
Loans to participants, 9.00% to
12.5%, due December 6,
1993, through May 30, 2002 $ 210,338 210,338 210,338
Sub-Total 8,748,478 8,748,478
Equity Fund
Massachusetts Capital Development 78,079 897,758 961,931
Fort Wayne National Bank Temporary
CD Fund $ 2,800 2,800 2,800
Sub-Total 900,558 964,731
Company Stock Fund
Tokheim Corporation Common Stock 82,426 1,256,161 937,596
Fort wayne National Bank Temporary
CD Fund $ 1,900 1,900 1,900
Sub-Total 1,258,061 939,496
16
/TABLE
<PAGE><TABLE>
RETIREMENT SAVINGS PLAN FOR EMPLOYEES
OF TOKHEIM CORPORATION AND SUBSIDIARIES
ITEM 27a - ASSETS HELD FOR INVESTMENT PURPOSES
AS OF NOVEMBER 30, 1993
(Continued)
Shares or Fair or
Principal Contract
Description Amount Cost Value
- --------------------------------------- --------- ---------- -----------
<S> <C> <C> <C>
Money Market Fund
Federated Money Market Trust $ 262,711 $262,711 $262,711
Loans to participants, 9.0%
due July 10, 1996 $ 391 391 391
Sub-Total 263,102 263,102
The Common Stock ESOP
Tokheim Corporation Common Stock 191,493 3,539,185 1,911,785
Fort Wayne National Bank Temporary
CD Fund $ 200 200 200
Sub-Total 3,539,385 1,911,985
The Preferred Stock ESOP
Tokheim Corporation Convertible
Preferred Stock 848,432 21,210,800 21,210,800
Fort Wayne National Bank Temporary
CD Fund $ 10,900 10,901 10,901
Sub-Total 21,221,701 21,221,701
Total Investments $35,931,285 $34,049,493
17
/TABLE
<PAGE><TABLE>
RETIREMENT SAVINGS PLAN FOR EMPLOYEES
OF TOKHEIM CORPORATION AND SUBSIDIARIES
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED NOVEMBER 30, 1993
Current
Value
of Asset Net
Identity of Party Description of Purchase Selling Cost of on Tran. Gains
Involved Transaction Price Price Asset Date (Losses)
- ---------------------- ------------------------- -------- -------- -------- -------- --------
Series of transactions in one security in excess of 5% of current value of plan assets
<S> <C> <C> <C> <C> <C> <C>
Lincoln National Life Guaranteed Investments
Insurance Company Contracts
Aggregate of 6 Purchases 582,955 582,955
Aggregate of 24 Sales 1,876,724 1,876,724
Tokheim Corporation Common Stock
Aggregate of 32 Purchases 1,573,791 1,573,791
Aggregate of 101 Sales 1,855,273 2,231,680 (293,520)
Tokheim Corporation Preferred Stock
Aggregate of 5 Sales 1,781,100 1,781,100
Allstate Life Guaranteed Investments
Insurance Company Contracts
Aggregate of 11 Purchases 1,845,634 1,845,634
Aggregate of 8 Sales 1,283,779 1,283,779
Fort Wayne National Certificates of Deposit
Bank Aggregate of 391 Purchases 1,238,900 7,238,900
Aggregate of 167 Sales 7,250,500 7,250,500
</TABLE>
18
