<PAGE>
TOKHEIM CORPORATION
Fort Wayne, Indiana
------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 13, 1994
------------
TO THE STOCKHOLDERS OF TOKHEIM CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Tokheim
Corporation, an Indiana corporation, will be held at the corporate offices at
10501 Corporate Drive, Fort Wayne, Indiana 46845, on Wednesday, April 13, 1994,
at 10:00 a.m., Eastern Standard Time, for the following purposes:
1. To elect 2 directors for a 3-year term and 2 directors for a
1-year term.
2. To consider and act upon a proposal recommended by the Board of
Directors, set forth in the accompanying Proxy Statement, to elect
Coopers & Lybrand independent auditors for the Company for its
1994 fiscal year.
3. To transact any other business that may properly come before the
meeting, or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on February 4, 1994
as the record date for the determination of stockholders entitled to notice of
and to vote at the meeting.
The Annual Report of the Company for the fiscal year ended November 30,
1993, including financial statements, has been mailed to all stockholders, and
your Board of Directors urges you to read it.
By Order of the Board of Directors,
Jess B. Ford, Secretary
March 11, 1994
------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
The Board of Directors considers the vote of each
stockholder important, whatever the number of shares
held. If you are unable to attend the meeting in
person, please date, sign, and return your proxy in the
enclosed envelope at your earliest convenience. The
prompt return of your proxy will save expense to your
Company.
------------------------------------------------------------------
The Board of Directors solicits the execution and
prompt return of the accompanying proxy.
<PAGE>
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of the Company
for use at the Annual Meeting of Stockholders to be held April 13, 1994, at
10:00 a.m., Eastern Standard Time, and any adjournment thereof, and the Company
will bear the cost of such solicitation. It is expected that the solicitation
will be primarily by mail. Proxies may also be solicited by directors,
officers, or other employees of the Company in person or by telephone or
telegraph.
The Company's mailing address is 1602 Wabash Avenue, P. O. Box 360, Fort
Wayne, Indiana 46801; the Annual Meeting of Stockholders will, however, be held
in the corporate offices at 10501 Corporate Drive, Fort Wayne, Indiana 46845.
This Proxy Statement, with an enclosed proxy, was first mailed to stockholders
on March 11, 1994.
Stockholders of record at the close of business on February 4, 1994 are
entitled to notice of and to vote at the meeting. On that date, there were
outstanding and entitled to vote 7,762,203 shares of Common Stock, each share
entitled to 1 vote, and 848,432 shares of Convertible Preferred Stock, each
share entitled to 1 vote.
When the enclosed proxy is properly executed and returned, the shares it
represents will be voted at the meeting. Any stockholder giving a proxy may
revoke it at any time before it is voted. If a stockholder executes more than
1 proxy, the proxy having the latest date will revoke any earlier proxies.
Attendance in person at the meeting by a stockholder will constitute
revocation of a proxy, and the stockholder may vote in person.
ELECTION OF DIRECTORS
- ---------------------
The Articles of Incorporation of the Company provide that there shall be
3 classes of directors, each class being elected for a 3-year term, and
concluding in successive years. Four Class A Directors are to be elected at
the 1994 Annual Meeting, 3 Class B Directors at the 1995 Annual Meeting, and 3
Class C Directors at the 1996 Annual Meeting. The Board of Directors of the
Company amended the By-Laws on November 22, 1993 to provide for 10 members of
the Board of Directors. Subject to the right of stockholders to withhold
authority to vote for the election of directors, the persons named in the
enclosed proxy have indicated they intend to vote for the election as
directors the nominees listed below. The Board of Directors has no reason to
believe that any of the said nominees will be unable to serve, but in the
event that any nominee(s) should not be available, the persons named in the
proxy will vote for substitute nominee(s) designated by the Board of Directors.
All of the nominees to be elected at the 1994 Annual Meeting, except Mr.
Robert M. Akin and Mr. James K. Baker, have been serving as directors and were
elected by vote of the stockholders. Mr. Akin and Mr. Baker were elected by
the Board of Directors on November 22, 1993. Mr. Baker was elected to fill the
unexpired term of Mr. Richard M. Ringoen, who passed away in 1993. Mr. Akin
and Mr. Baker are being nominated for 3-year terms. Mr. Bob F. Jesse and Mr.
James T. Smith are being nominated for 1-year terms. Both Mr. Jesse and Mr.
Smith will turn 70 years old before the 1995 Annual Meeting; and, pursuant to
current Company policy with respect to service on the Board of Directors, may
only be nominated to serve until the 1995 Annual Meeting. Information as to
the nominees and each of the current directors whose term continues after the
Annual Meeting is as follows:
<PAGE>
<TABLE>
<CAPTION>
COMMON SHARES
BENEFICIALLY
PRINCIPAL OCCUPATION OR DIRECTOR OWNED AS OF
EMPLOYMENT AND DIRECTORSHIPS AGE SINCE FEB. 4, 1994
- ----------------------------------- --- -------- -------------
<S> <C> <C> <C>
NOMINEES FOR ELECTION AS CLASS A DIRECTORS
ROBERT M. AKIN, III, President
and Chief Executive Officer
of Hudson International
Conductors, a subsidiary of
Phelps Dodge Industries,
engaged in the manufacture
of specialty wires. 57 1993 2,200
JAMES K. BAKER, Chairman of
the Board, Arvin Industries,
Inc., a global manufacturer
of automotive products; during
the last 5 years, also served
as Chairman and Chief
Executive Officer; also a
director of Arvin Industries,
Inc.; NBD Bancorp; PSI Resources,
Inc.; Amcast Industrial Corp.;
and The GEON Company. 62 1993 1,000
BOB F. JESSE, Chairman and
Chief Executive Officer, Indiana
Construction Corp., a general
contractor engaged in commercial,
industrial, wastewater, and
water treatment plant con-
struction; also a director
of Fort Wayne National
Corporation. 69 1979 3,750
JAMES T. SMITH, Retired; formerly
served as Chairman and Chief
Executive Officer, Magnavox
Government and Industrial
Electronics Company, which designs,
develops, and manufactures
communications, signal processing,
and control systems, primarily for
the Defense Department; during
the last 5 years, also served as
Chairman, President, and Chief
Executive Officer. 69 1982 1,350
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" EACH OF THE NOMINEES LISTED ABOVE
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
COMMON SHARES
BENEFICIALLY
PRINCIPAL OCCUPATION OR DIRECTOR OWNED AS OF
EMPLOYMENT AND DIRECTORSHIPS AGE SINCE FEB. 4, 1994
- ----------------------------------- --- -------- -------------
<S> <C> <C> <C>
CLASS B DIRECTORS WHOSE TERMS EXPIRE AT THE 1995 ANNUAL MEETING
WALTER S. AINSWORTH, Retired;
formerly served as President
and Chief Executive Officer,
Phelps Dodge Magnet Wire Company,
which produces and markets
internationally magnet wire,
the insulated conductor for most
electrical systems; during the
last 5 years, also served
as Senior Vice President, Phelps
Dodge Corp.; also a director of
Fort Wayne National Corporation. 65 1992 2,200
BERNARD D. COOPER, President
and Chairman of the Board of
P.E.S., Inc., which sells and
distributes petroleum equipment
to the petroleum industry; also
a director of Hawkeye
Bancorp. 51 1993 200
DOUGLAS K. PINNER, President
and Chief Executive Officer of
the Company; during the last
5 years, also served as President
of Slater Steels Fort Wayne
Specialty Alloys, a wholly owned
subsidiary of Slater Industrial
of Toronto, engaged in the
manufacture of stainless steel
bar. 53 1992 641
</TABLE>
<PAGE>
<TABLE>
COMMON SHARES
BENEFICIALLY
PRINCIPAL OCCUPATION OR DIRECTOR OWNED AS OF
EMPLOYMENT AND DIRECTORSHIPS AGE SINCE FEB. 4, 1994
- ---------------------------------- --- -------- -------------
<S> <C> <C> <C>
CLASS C DIRECTORS WHOSE TERMS EXPIRE AT THE 1996 ANNUAL MEETING
GERALD H. FRIELING, JR., Chairman
of the Board of the Company; during
the last 5 years, also served as
Chief Executive Officer of the
Company; as President, Frieling &
Associates, an investment banking
firm; and as Chairman of the Board,
President, and Chief Executive
Officer, National-Standard, a
diversified manufacturer of
specialty wire, metal products,
and machinery; also a director of
CTS Corporation. 63 1989 1,200
DR. WINFRED M. PHILLIPS, Dean,
College of Engineering and
Associate Vice President, Engineering
and Industrial Experiment Station,
University of Florida. 53 1986 1,000
IAN M. ROLLAND, Chairman and
Chief Executive Officer, Lincoln
National Corporation, which
provides life insurance and
annuities, property-casualty
insurance and related services
through its subsidiary companies;
during the last 5 years, also
served as President and Chief
Executive Officer; also a
director of Lincoln National
Corporation; NIPSCO Industries,
Inc.; Norwest Bank Fort Wayne,
N.A.; and Norwest Corporation. 60 1981 1,525
</TABLE>
<PAGE>
BOARD OF DIRECTORS AND BOARD COMMITTEES
- ---------------------------------------
The Company's Board of Directors held 11 meetings during the past fiscal
year. The Board of Directors has established the following Committees:
Audit, Compensation, Executive, and Technical. Members serve on a Committee
for a 3-year period. As a member's term on one Committee expires, he will be
appointed to another Committee. Each director attended 75% or more of the
aggregate number of meetings of the Board of Directors and meetings of
Committees on which such director served during the past fiscal year.
AUDIT COMMITTEE: The Audit Committee, which consists of 3 nonofficer
directors, met 4 times during the past fiscal year. The Committee arranges the
details of the annual audit of the Company and recommends to the Board of
Directors independent auditors to be presented for consideration by the
stockholders. In addition, the Committee meets periodically with members of
Internal Audit and the independent auditors to review (1) internal audits of a
significant nature, (2) external scope in planning, and (3) management letters
and significant items covered therein. The following directors currently
comprise the Committee: Gerald H. Frieling, Jr.; Dr. Winfred M. Phillips; and
Ian M. Rolland.<PAGE>
COMPENSATION COMMITTEE: The Compensation Committee, which
consists of 3 nonofficer directors, met 4 times during the past fiscal year.
The Committee makes recommendations to the Board of Directors concerning
officers' salaries and other compensation and is responsible for reviewing
compensation for directors. The following directors currently comprise the
Committee: Walter S. Ainsworth, Bob F. Jesse, and Ian M. Rolland.
EXECUTIVE COMMITTEE: The Executive Committee, which consists of 3
nonofficer directors, met 13 times during the past fiscal year. The Committee
reviews strategic plans of the Company and lends other assistance to the
President and Chief Executive Officer as required. In addition, the Committee
serves as a nominating committee for prospective directors. The Committee will
consider candidates for nomination recommended by stockholders. Such
recommendations may be submitted, in writing, to the Executive Committee and
forwarded to the Company's mailing address. The following directors currently
comprise the Committee: Gerald H. Frieling, Jr.; Bob F. Jesse; and James
T. Smith.
TECHNICAL COMMITTEE: The Technical Committee, which consists of 4
nonofficer directors, met 1 time during the past fiscal year. The Committee
reviews strategic technical plans of the Company and reviews software and
hardware approaches used by the Company as required. The following directors
currently comprise the Committee: Walter S. Ainsworth, Bernard D. Cooper, Dr.
Winfred M. Phillips, and James T. Smith.
<PAGE>
EXECUTIVE COMPENSATION
- ----------------------
The following tables set forth various aspects of executive compensation
paid by the Company for services over the past three fiscal years to the
Company's Chief Executive Officer and the four most highly compensated
executive officers who were serving as such at the end of the fiscal year
ended November 30, 1993.
<TABLE>
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS(1)
------------------- -----------
<CAPTION>
Other Securities
Annual Underlying All Other
Name and Principal Compen- Options/ Compen-
Position Year Salary Bonus sation SARs(#) sation (16)
- --------------------- ---- -------- ------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Douglas K. Pinner(2) 1993 $196,667 $50,000 $ 1,036(3) 100,000 $12,661(4)
President and Chief 1992 126,875 -- -- 30,000 460
Executive Officer 1991 -- -- -- -- --
Anthony J. King(5) 1993 $130,000 -- $ 1,207(6) 15,000 $11,535(7)
Vice President, 1992 36,458 $38,000 51,413(6) 15,000 --
Domestic and Inter- 1991 -- -- -- -- --
national Sales
Arthur C. Prewitt(8) 1993 $128,333 -- $ 549(9) 15,000 $11,091(10)
Vice President, 1992 48,296 -- 17,438(9) 15,000 --
Corporate Engineering 1991 -- -- -- -- --
and Marketing
Condell B. Ellis, Jr.(11)1993 $128,125 -- $ 1,163(12) 13,000 $19,884(13)
Senior Vice President 1992 104,563 $ 6,252 -- 10,000 8,150
1991 96,946 43,748 30,630(12) 7,000 1,925
Terry M. Fulmer 1993 $115,000 -- $10,756(14) 26,750 $13,124(15)
Vice President, 1992 85,542 $26,690 64,233(14) 2,000 5,954
Corporate Operations 1991 77,395 -- -- 1,950 4,260
and Planning
</TABLE>
(1) There were no Restricted Stock Awards and no long-term incentive plan
(LTIP) payouts in the last fiscal year.
(2) Mr. Pinner first joined the Company in March 1992.
(3) Represents taxes paid on Mr. Pinner's behalf in 1993.
(4) Includes Company base and matching contributions to the Retirement
Savings Plan, a 401(k) plan, of $3,538; term life insurance
premiums of $3,264; and $5,859 estimated present value of cash surrender
value to be received in future years.
(5) Mr. King first joined the Company in August 1992.
<PAGE>
(6) Represents taxes paid on Mr. King's behalf in 1993. The 1992 amount
includes $50,488 to reimburse Mr. King for moving expenses and to compen-
sate for a loss on the sale of his home related to relocation to the
Company's headquarters in Fort Wayne, Indiana.
(7) Includes Company base and matching contributions to the Retirement Savings
Plan, a 401(k) plan, of $4,617; term life insurance premiums of
$2,320; and $4,598 estimated present value of cash surrender value to be
received in future years.
(8) Mr. Prewitt first joined the Company in July 1992.
(9) Represents taxes paid on Mr. Prewitt's behalf in 1993. The 1992 amount
represents reimbursement of relocation expenses.
(10) Includes Company base and matching contributions to the Retirement Savings
Plan, a 401(k) plan, of $5,912; term life insurance premiums of $1,601;
and $3,578 estimated present value of cash surrender value to be received
in future years.
(11) Mr. Ellis first joined the Company in January 1991.
(12) Represents taxes paid on Mr. Ellis' behalf of $1,163 in 1993, and
reimbursement of moving expenses in the amount of $30,630 in 1991.
(13) Includes Company base and matching contributions to the Retirement Savings
Plan, a 401(k) plan, of $6,664; term life insurance premiums of $3,390;
and $9,830 estimated present value of cash surrender value to be received
in future years.
(14) Represents taxes paid on Mr. Fulmer's behalf in 1993. The 1992 amount
includes $63,387 to reimburse Mr. Fulmer for moving expenses and to
compensate for a loss on the sale of his home related to his relocation to
the Company's headquarters in Fort Wayne, Indiana.
(15) Includes Company base and matching contributions to the Retirement Savings
Plan, a 401(k) plan, of $7,700; term life insurance premiums of $1,279;
and $4,145 estimated present value of cash surrender value to be received
in future years.
(16) In accordance with the rules of the Securities and Exchange Commission, a
description of the amounts related to fiscal 1992 and 1991 has not been
included. The Company provides the named executive officers with certain
group life, health, medical, and other noncash benefits generally
available to all salaried employees and not included in this column
pursuant to the Securities and Exchange Commission's rules.
<PAGE>
The following information reflects the grant of stock options made during
the fiscal year ended November 30, 1993 to the Chief Executive Officer and each
of the named executive officers reflected in the table above. The Company has
not granted any Stock Appreciation Rights in conjunction with these options:
<TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
Number of Potential Realized
Securities % of Total Value at Assumed
Underlying Options/SARs Exercise Annual Rates of
Options/ Granted to or Base Stock Price
SARs Employees in Price Expiration Appreciation
Name Granted (#) Fiscal Year ($/Share) Date for Option Term
- ------------------ ----------- ------------ --------- ---------- ------------------
5% 10%
-------- --------
<S> <C> <C> <C> <C> <C> <C>
Douglas K. Pinner 58,712(ISO) 18.6% $6.8125 12-14-97 $110,508 $244,189
Douglas K. Pinner 41,288(NSO) 13.0% 6.8125 12-14-97 77,712 171,721
Anthony J. King 15,000 4.7% 6.8125 12-14-97 28,233 62,387
Arthur C. Prewitt 15,000 4.7% 6.8125 12-14-97 28,233 62,387
Condell B. Ellis, Jr. 13,000 4.1% 6.8125 12-14-97 24,468 54,068
Terry M. Fulmer 26,750 8.5% 6.8125 12-14-97 50,349 111,256
</TABLE>
During the last fiscal year, no options or SARs were exercised; and no
long-term incentive plan awards were made.
<PAGE>
Compensation of Directors
During fiscal year 1993, directors who are not officers of the Company
received a quarterly retainer of $2,400; $500 for each meeting of the Board or
a Committee of the Board attended in person; and, effective March 26, 1993,
$250 for each Board or Committee meeting attended telephonically. In addition,
Gerald H. Frieling, Jr., received $6,250 each quarter as compensation for his
services as Chairman of the Board. Directors may, by written agreement with
the Company, defer payment of compensation until they cease to be members of
the Board or reach age 70, whichever is later. The only current director
participating in this plan is Bob F. Jesse, who deferred compensation of
$18,600 during the past fiscal year. Directors who are officers or employees
of the Company receive no additional compensation for their services as
directors.
Employment Contracts and Change-in-Control Arrangements
The Company has entered into employment agreements with each of its
executive officers, including its Chief Executive Officer. These agreements
provide for basic terms of compensation for these officers, as well as
identifying existing benefit programs extended by the Company. These
agreements also restrict the officers from competition with the Company under
certain circumstances and prohibit disclosure of confidential information.
In addition, the agreements provide for termination benefits in the event of
change of control of the Company, as defined in the agreements themselves.
These benefits essentially provide for continuing salary and fringe benefits
for a period of 24 months in the event termination occurs within 12 months
from the date of change of control. These provisions are intended to keep
the Company competitive in its recruitment and retention of management
personnel. Based upon the level of current compensation of the named
executive officers, as well as the Chief Executive Officer, payments under
these provisions would exceed $100,000.
Repricing of Options
The Company has not reissued or repriced any options in the fiscal year
ended November 30, 1993.
Compensation Committee Report
Overview
The Compensation Committee (the "Committee") is responsible for the
approval and administration of compensation programs which relate to the pay
levels of executive officers and selected key employees. It is the objective
of the Committee to ensure the Company's ability to attract and retain the
highest caliber executives by providing adequate and appropriate compensation
programs for attainment of superior financial results which ultimately benefit
the stockholders, customers, employees, and communities in which the Company
operates. The Committee approves all compensation involving the executive
officers, all incentive stock awards, and periodically reviews compensation for
other key employees.
<PAGE>
Salaries
It is the policy of the Committee to design a compensation program that is
competitive with other manufacturing industries, and the Committee studied an
independent analysis of salary ranges for equivalent positions. The Committee
has stated that its policy will be that executive officers' base salaries
should be at least within the first quartile of objectively established ranges
of officers' salaries for equivalent positions within the Peer Group of the
manufacturing sector. The President and Chief Executive Officer informs the
Committee of proposed remuneration for other executive officers. It was
determined that the President and Chief Executive Officer's salary was below
the first quartile of the objectively established ranges for equivalent
positions within the studied Peer Group. The Peer Group utilized for executive
compensation includes manufacturing companies within the Peer Group of the
Performance Graph.
The increase of Mr. Pinner's base pay for 1993 was 13.9%. This increase
was based on his guidance of the Company during his first year of employment in
achieving improved operating results over the previous year and on salaries of
equivalent presidents and chief executive officers within the Peer Group.
Stock Incentive Plan
To encourage superior financial results, the Company, in 1992, implemented
a Stock Incentive Plan which was approved by the stockholders at the last
annual stockholders' meeting. The purpose of this Plan is to promote the
long-term financial performance of the Company by attracting and retaining high
caliber executives and other key employees. It is also the policy of the
Committee to distribute incentive stock awards to key individuals throughout
management based on their performance in attainment of the Company's business
objectives and business plan. The options granted under this program are
vested over a number of years to encourage the financial growth of the Company
plus the retainment of key personnel. No options were granted to the
executive officers during the 1993 fiscal year beyond those options disclosed
in last year's Proxy Statement which were issued pursuant to stockholder
approval of the 1992 Stock Incentive Plan at last year's annual meeting.
Cash Bonuses
Also, to encourage superior financial results, the Committee has adopted
and is responsible for administering a Key Management Incentive Bonus Plan.
This Plan is to encourage the return to profitability and continued growth of
the Company coupled with financial results for the benefit of its stockholders.
The bonuses under this Plan are based on the attainment of corporate objectives
as stated in the Company's Business Plan as approved by the full Board of
Directors. Because there was no profit, no cash bonuses were granted to the
executive officers during the year with the exception of a cash bonus paid
to the President and Chief Executive Officer as part of his initial
employment contract.
<PAGE>
Committee Composition
This Report shall not be deemed to be proxy soliciting material, material
filed with the SEC, or material incorporated by reference into any filing under
the Security Act of 1933 or the Securities Exchange Act of 1934.
This Report is submitted by the current members of the Board of Directors'
Compensation Committee comprised of Walter S. Ainsworth, Chairman; Ian M.
Rolland; and Bob F. Jesse.
Walter S. Ainsworth, Chairman
Ian M. Rolland
Bob F. Jesse
Performance Graph
This graph compares the yearly percentage change in the Company's
cumulative total stockholder return on Common Stock with the Russell 2000 and
the Peer Group:
<TABLE>
COMPARATIVE FIVE-YEAR TOTAL RETURNS*
TOKHEIM CORP., RUSSELL 2000, PEER GROUP
(PERFORMANCE RESULTS THROUGH 11/30/93)
MEASUREMENT PERIOD/ TOKHEIM RUSSELL PEER
FISCAL YEAR COVERED CORP. 2000 GROUP
- ------------------- -------- ------- -----
<S> <C> <C> <C>
Measurement Point: 11/30/88 $100.00 $100.00 $100.00
November 30, 1989 111.47 120.32 97.16
November 30, 1990 66.29 93.56 100.10
November 30, 1991 50.75 131.49 117.82
November 30, 1992 39.31 162.50 151.20
November 30, 1993 65.04 193.34 177.27
</TABLE>
Assumes $100.00 invested at the close of trading on the last trading day
preceding the first day of the fifth preceding fiscal year in Tokheim common
stock, Russell 2000, and Peer Group.
*Cumulative total return assumes reinvestment of dividends.
<PAGE>
STOCK OWNERSHIP OF MANAGEMENT AND
CERTAIN OTHER BENEFICIAL OWNERS
- ---------------------------------
Management Ownership
The following table sets forth as of the Record Date, the number of shares
beneficially owned (or deemed to be beneficially owned pursuant to the rules of
the Securities and Exchange Commission) by each director of the Company, each
of the executive officers named in the Summary Compensation Table, included
elsewhere herein, and the current directors and exeuctive officers of the
Company as a group. All references are to Common Stock unless otherwise
specifically noted:
<TABLE>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
Common Preferred Exercisable
Common Stock Stock Stock Percent
Name Stock in the RSP in the RSP Options of Class
- ----------------------- ------ ---------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C>
Walter S. Ainsworth 2,200 -- -- -- *
Robert M. Akin, III 2,200 -- -- -- *
James K. Baker 1,000 -- -- -- *
Bernard D. Cooper 200 -- -- -- *
Condell B. Ellis, Jr. 267 160 749 20,250 *
Gerald H. Frieling, Jr. 1,200 -- -- 36,500 *
Terry M. Fulmer -- 718 858 9,438 *
Bob F. Jesse 3,750 (1)(2) -- -- 1,200 *
Anthony J. King 1,475 338 192 11,250 *
Dr. Winfred M. Phillips 1,000 -- -- 500 *
Douglas K. Pinner 500 141 166 40,000 *
Arthur C. Prewitt -- 219 248 11,250 *
Ian M. Rolland 1,525 -- -- 1,100 *
James T. Smith 1,350 -- -- 1,200 *
Executive Officers
and Directors as a
Group (15 persons) 16,667 1,933 3,345 143,001 2.0%
<FN>
* Represents less than 1% of the Company's outstanding Common Stock
(1) In addition, American Steel Investment Corporation owns 10,000 shares.
Mr. Jesse is a stockholder and member of the Board of Directors of American
Steel Investment Corporation.
(2) In addition, Donna A. Jesse, wife, owns 4,000 shares, with respect to which
Mr. Jesse disclaims any beneficial interest.
</TABLE>
<PAGE>
Other Beneficial Owners
The following table sets forth the number of shares of Common Stock
beneficially owned by the only persons known to the Company to own more than 5%
of the outstanding shares of Common Stock and the holders of the Company's
Convertible Preferred Stock:
<TABLE>
NAME OF INDIVIDUAL AMOUNT AND NATURE OF CLASS OF PERCENT OF
OR IDENTITY OF GROUP BENEFICIAL OWNERSHIP SHARES CLASS
- ---------------------------- -------------------- -------- ----------
<S> <C> <C> <C>
Fort Wayne National Bank 424,233 (1) Preferred 50.0
110 West Berry Street Stock
Fort Wayne, Indiana 46802
Norwest Bank Fort Wayne, N.A. 424,199 (1) Preferred 50.0
116 East Berry Street Stock
Fort Wayne, Indiana 46802
State of Wisconsin Investment Board 600,000 Common 7.7
P. O. Box 7842 Stock
Madison, Wisconsin 53707
R. B. Haave Associates, Inc. 521,500 Common 6.7
270 Madison Avenue Stock
New York, New York 10016
Pioneering Management Corporation 398,000 Common 5.1
60 State Street Stock
Boston, Massachusetts 02114
<FN>
(1) Represents shares of the Company's Preferred Stock held by the Trustees of
the Retirement Savings Plan for Employees of Tokheim Corporation and
Subsidiaries. Pursuant to this qualified plan, shares of Preferred Stock
are to be allocated from time to time to the Company's employees, including
its officers. It is not possible to predict the actual number of shares
of Preferred Stock which will be allocated to officers in the future.
Allocated shares are voted by the participants, including officers, to whom
they are allocated. Unallocated shares are voted by the Trustees in
proportion to the vote by participants with respect to allocated shares.
</TABLE>
<PAGE>
ELECTION OF INDEPENDENT AUDITORS
- --------------------------------
The Company By-Laws provide that independent auditors shall be elected
each year at the Annual Meeting of Stockholders and that an Audit Committee,
comprised only of nonofficer directors, shall recommend independent auditors
for consideration by the stockholders.
The current Audit Committee has recommended selection of Coopers & Lybrand
as independent auditors for fiscal year 1994. In accordance with that
recommendation, the Board of Directors proposes adoption of the following
resolution:
RESOLVED, That Coopers & Lybrand be and hereby is elected
independent auditors, to audit the accounts and records of the
Company for fiscal year 1994, to report on the financial position
of the Company, and to perform such other appropriate accounting
services as may be required by the Board of Directors.
Coopers & Lybrand has audited the accounts of the Company for many years.
A representative of Coopers & Lybrand is expected to be present at the meeting
and will be available to respond to appropriate questions from the stockholders
or to make a statement if so desired.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL
STOCKHOLDER PROPOSALS FOR THE 1995 ANNUAL MEETING
- -------------------------------------------------
Proposals of stockholders intended to be presented at the next Annual
Meeting must be received by the Secretary, Tokheim Corporation, 1602 Wabash
Avenue, P. O. Box 360, Fort Wayne, Indiana 46801, no later than November 11,
1994. Stockholder proposals received by this deadline, and complying with all
other relevant proxy regulations, will be included in the Company's Proxy
Statement relating to the 1995 Annual Meeting.
OTHER BUSINESS
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The Board of Directors knows of no matters other than those specified
above which are to be presented at the meeting. Should any other matters
properly come before the meeting, or any adjournment or adjournments thereof,
the person or persons voting the proxies will vote them in accordance with
their best judgment in the interest of the Company.
By Order of the Board of Directors,
Jess B. Ford, Secretary
March 11, 1994
