<PAGE>
TOKHEIM CORPORATION
Fort Wayne, Indiana
------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 12, 1995
------------
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 in the Tokheim Employees'
Clubhouse, 1700 Wabash Avenue, Fort Wayne, Indiana 46803, on Wednesday,
April 12, 1995, at 10:00 a.m., Eastern Standard Time, for the following
purposes:
1. To elect 3 directors for a 3-year term and 1 director for a
2-year term.
2. To consider and act upon a proposal recommended by the Board of
Directors to elect Coopers & Lybrand, L.L.P. as the independent
auditors for the 1995 fiscal year.
3. To transact any other business that may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on February 3, 1995
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,
1994, 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 10, 1995
------------------------------------------------------------------
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 12, 1995, at
10:00 a.m., Eastern Standard Time, and any adjournments thereof. 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 will bear the cost of such
solicitation.
The Company's mailing address is P. O. Box 360, Fort Wayne, Indiana 46801;
the Annual Meeting of Stockholders will be held in the Tokheim Employees'
Clubhouse, 1700 Wabash Avenue, Fort Wayne, Indiana 46803. This Proxy
Statement, with an enclosed proxy, was first mailed to stockholders on March
10, 1995.
Stockholders of record at the close of business on February 3, 1995 are
entitled to notice of and to vote at the meeting. On that date, there were
outstanding and entitled to vote 7,853,151 shares of Common Stock, each share
entitled to 1 vote, and 829,534 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. Three Class B Directors are to be elected at
the 1995 Annual Meeting, 3 Class C Directors at the 1996 Annual Meeting, and 3
Class A Directors at the 1997 Annual Meeting. Also at the 1995 Annual
Meeting, 1 Class A Director is to be elected for a 2-year term to fill the
unexpired term of Mr. Bob F. Jesse. The Board of Directors of the Company
amended the By-Laws on January 25, 1995 to reduce the number of members of
the Board of Directors from 10 to 9 effective April 12, 1995. 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 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 1995 Annual Meeting, except Mr.
Richard W. Hansen, have been serving as directors and were elected by vote of
the stockholders. Mr. Hansen is being nominated by the Board of Directors to
fill the unexpired term of Mr. Bob F. Jesse. Mr. Jesse and Mr. James T. Smith
are retiring in accordance with principles adopted by the Board of Directors
governing automatic retirement of directors. 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. 3, 1995
- ---------------------------- --- -------- -------------
<S> <C> <C> <C>
NOMINEES FOR ELECTION TO SERVE UNTIL THE 1998 ANNUAL MEETING
WALTER S. AINSWORTH 66 1992 2,500
Retired; formerly served as
President and Chief Executive
Officer, from 1979 to 1992,
of Phelps Dodge Magnet Wire
Company, which produces and
markets, internationally,
magnet wire, the insulated
conductor for most electrical
systems. He was Senior Vice
President of Phelps Dodge Corp.
from 1985 to 1992. He is also
a director of Fort Wayne
National Corporation.
BERNARD D. COOPER 52 1993 1,400
President and Chairman of the
Board of P.E.S. Inc., which
sells and distributes petroleum
equipment to the petroleum
industry. He is also a
director of Hawkeye Bancorp.
DOUGLAS K. PINNER 54 1992 1,003
President and Chief Executive
Officer of the Company since
1992. From 1983 to 1992, he was
President of Slater Steels Fort
Wayne Specialty Alloys, a wholly
owned subsidiary of Slater
Industrial of Toronto, which
manufactures stainless steel
bar.
NOMINEE FOR ELECTION TO SERVE UNTIL THE 1997 ANNUAL MEETING
RICHARD W. HANSEN 57 -- --
Chairman, President, and Chief
Executive Officer since 1977 of
Furnas Electric Company, a
leading manufacturer of industrial
electrical and electronic motor
control products.
The affirmative vote of the holders of a plurality of the shares
represented and entitled to vote at the meeting is required for the election
of directors.
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. 3, 1995
- ---------------------------- --- -------- -------------
<S> <C> <C> <C>
DIRECTORS WHOSE TERMS EXPIRE AT THE 1996 ANNUAL MEETING
GERALD H. FRIELING, JR. 64 1989 1,400
Chairman of the Board of the
Company since 1991. He was
Chief Executive Officer of the
Company from 1991 to 1992; and
from 1979 to 1989, he was
Chairman of the Board, President,
and Chief Executive Officer of
National-Standard, a diversified
manufacturer of specialty wire,
metal products, and machinery.
He is also a director of CTS
Corporation.
DR. WINFRED M. PHILLIPS 54 1986 1,200
Dean, College of Engineering
and Associate Vice President,
Engineering and Industrial
Experiment Station, of the
University of Florida.
IAN M. ROLLAND 61 1981 1,725
Chairman and Chief Executive
Officer since 1992 of Lincoln
National Corporation, which
provides life insurance and
annuities, property-casualty
insurance and related services
through its subsidiary companies.
He was President and Chief
Executive Officer of Lincoln
National Corporation from 1975
to 1992. He is also a director
of Lincoln National Corporation;
NIPSCO Industries, Inc.; Norwest
Bank Fort Wayne, N.A.; Norwest
Corporation; and Emphesys
Financial Group, Inc.
</TABLE>
<PAGE>
<TABLE>
COMMON SHARES
BENEFICIALLY
PRINCIPAL OCCUPATION OR DIRECTOR OWNED AS OF
EMPLOYMENT AND DIRECTORSHIPS AGE SINCE FEB. 3, 1995
- ---------------------------- --- -------- -------------
<S> <C> <C> <C>
DIRECTORS WHOSE TERMS EXPIRE AT THE 1997 ANNUAL MEETING
ROBERT M. AKIN, III 59 1993 2,400
President and Chief Executive
Officer since 1971 of Hudson
International Conductors, a
subsidiary of Phelps Dodge
Industries, a manufacturer of
specialty wires.
JAMES K. BAKER 63 1993 1,200
Chairman of the Board since 1993
of Arvin Industries, Inc., a
global manufacturer of automotive
products. From 1986 to 1993, he
was Chairman and Chief Executive
Officer of Arvin Industries, Inc.
He is also a director of Arvin
Industries, Inc.; NBD Bancorp;
PSI Resources, Inc.; Amcast
Industrial Corp.; The GEON
Company; CINergy; and Space
Industries International.
</TABLE>
<PAGE>
BOARD OF DIRECTORS AND BOARD COMMITTEES
- ---------------------------------------
The Company's Board of Directors held 6 meetings during the past fiscal
year. The Board of Directors has established the following Committees:
Audit, Compensation, Executive, and Technical. Members normally serve on a
Committee for a 3-year period. Each director, other than Mr. Smith, 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. Mr. Smith was absent from 5 meetings of the Executive Committee due to
travel commitments.
AUDIT COMMITTEE: The Audit Committee, which consists of 3 nonemployee
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: James K. Baker; Gerald H. Frieling, Jr.; and Ian M.
Rolland.
COMPENSATION COMMITTEE: The Compensation Committee, which consists of 3
nonemployee directors, met 3 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
nonemployee directors, met 8 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
nonemployee directors, met 2 times 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: Robert M. Akin, 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 3 fiscal years to the Company's
Chief Executive Officer and the 4 most highly compensated executive officers
who were serving as such at the end of the fiscal year ended November 30,
1994.
<TABLE>
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS(1)
------------------- ------------
<CAPTION>
Other
Annual Securities
Compen- Underlying All Other
Name and Principal Salary Bonus sation Options/ Compensa-
Position Year $ $ $ SARs(#) tion($)(2)
- ------------------ ---- -------- ------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Douglas K. Pinner 1994 $246,250 $25,000 $ 1,788(4) -- $22,276(5)
President and Chief 1993 196,667 50,000 1,036(4) 85,322 12,661
Executive Officer 1992 126,875(3) -- -- 30,000 460
Jess B. Ford 1994 146,250 20,000 355(6) -- 10,102(7)
Vice President, 1993 115,000 -- 224(6) 25,250 9,689
Finance, Secretary 1992 96,777 25,000 -- 3,000 6,439
and Chief Financial
Officer
Anthony J. King 1994 144,583 15,000 11,268(9) -- 21,433(10)
Vice President, 1993 130,000 -- 1,207(9) 15,000 11,535
International and 1992 36,458(8) 38,000 51,413(9) 15,000 --
Venture Development
Terry M. Fulmer 1994 141,250 20,000 714(11) -- 14,541(12)
Vice President, 1993 115,000 -- 10,756(11) 26,750 13,124
Corporate Operations 1992 85,542 26,690 64,233(11) 2,000 5,954
and Planning
Arthur C. Prewitt 1994 139,583 10,000 1,009(14) -- 18,968(15)
Vice President, 1993 128,333 -- 549(14) 15,000 11,091
Technology 1992 48,296(13) -- 17,438(14) 15,000 --
</TABLE>
(1) There were no Restricted Stock Awards and no long-term incentive plan
(LTIP) payouts in the last fiscal year.
(2) In accordance with the rules of the Securities and Exchange Commission, a
description of the amounts related to fiscal 1993 and 1992 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.
(3) Mr. Pinner first joined the Company in March 1992, and this compensation
covers 9 months of compensation in fiscal 1992.
(4) Represents taxes paid on Mr. Pinner's behalf in 1994 and 1993.
<PAGE>
(5) Includes Company base and matching contributions to the Retirement
Savings Plan, a 401(k) plan, of $3,538; term life insurance
premiums of $3,526; and $15,212 estimated present value of cash surrender
value to be received in future years.
(6) Represents taxes paid on Mr. Ford's behalf in 1994 and 1993.
(7) Includes Company base and matching contributions to the Retirement Savings
Plan, a 401(k) plan, of $8,044; term life insurance premiums of $699;
and $1,359 estimated present value of cash surrender value to be received
in future years.
(8) Mr. King first joined the Company in August 1992, and this compensation
covers 4 months of compensation in fiscal 1992.
(9) Represents taxes paid on Mr. King's behalf in 1994 and 1993. The 1992
amount includes $50,488 to reimburse Mr. King for moving expenses and
to compensate for a loss on the sale of his home related to relocation
to the Company's headquarters in Fort Wayne, Indiana.
(10) Includes Company base and matching contributions to the Retirement Savings
Plan, a 401(k) plan, of $6,983; term life insurance premiums of $2,500;
and $11,950 estimated present value of cash surrender value to be
received in future years.
(11) Represents taxes paid on Mr. Fulmer's behalf in 1994 and 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.
(12) Includes Company base and matching contributions to the Retirement Savings
Plan, a 401(k) plan, of $7,769; term life insurance premiums of $1,408;
and $5,364 estimated present value of cash surrender value to be received
in future years.
(13 Mr. Prewitt first joined the Company in July 1992, and this compensation
covers 5 months of compensation in fiscal 1992.
(14) Represents taxes paid on Mr. Prewitt's behalf in 1994 and 1993. The 1992
amount represents reimbursement of relocation expenses.
(15) Includes Company base and matching contributions to the Retirement Savings
Plan, a 401(k) plan, of $7,677; term life insurance premiums of $1,990;
and $9,301 estimated present value of cash surrender value to be received
in future years.
During the fiscal year ended November 30, 1994, no options or Stock
Appreciation Rights (SARs) were granted, nor were any SARs exercised, and no
long-term incentive plan awards were made to the Chief Executive Officer or the
named executive officers in the table above.
<PAGE>
<TABLE>
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTIONS/SAR VALUES
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
Shares at Fiscal at Fiscal
Acquired Value Year-End (#) Year-End ($)
on Exercise Realized Exercisable (E)/ Exercisable (E)/
Name (#) ($) Unexercisable (U) Unexercisable (U)
- ------------------ ----------- -------- ----------------- -----------------
<S> <C> <C> <C> <C>
Douglas K. Pinner 14,678 $101,829 60,322 (E) $70,816 (E)
55,000 (U) 81,250 (U)
Jess B. Ford -- -- 16,625 (E) 19,727 (E)
12,625 (U) 19,727 (U)
Anthony J. King -- -- 20,000 (E) 30,469 (E)
10,000 (U) 15,469 (U)
Terry M. Fulmer -- -- 16,125 (E) 20,898 (E)
13,375 (U) 20,898 (U)
Arthur C. Prewitt -- -- 20,000 (E) 17,969 (E)
10,000 (U) 12,969 (U)
</TABLE>
Compensation of Directors
During fiscal year 1994, nonemployee directors of the Company received a
quarterly retainer of $2,400; $800 for each meeting of the Board or a Committee
of the Board attended in person; $400 for each Board or Committee meeting
attended telephonically; and 200 shares of Common Stock, payable on December 1.
In addition, Gerald H. Frieling, Jr., received $10,000 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 $21,200 during the past fiscal year. Directors who are
officers or employees of the Company receive no additional compensation for
their services as directors.
<PAGE>
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 adopted a policy prohibiting the reissue or repricing of any
options granted under the Stock Incentive Plan.
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 companies, and the Committee studied an
independent analysis of salary ranges for equivalent positions in order to
establish a suitable Peer Group. 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 like
manufacturing companies within the Peer Group. The President and Chief
Executive Officer informs the Committee of proposed remuneration for other
executive officers that operate under his direction. The President and Chief
Executive Officer's salary is recommended by the Committee and approved by the
Board of Directors. The Peer Group utilized for executive compensation includes
manufacturing companies within the Peer Group of the Performance Graph. The
Peer Group consists of other manufacturing companies including companies with
the standard industrial classifications for pump dispensing equipment.
The increase of Mr. Pinner's base pay for 1994 was 22%. This increase was
based on his guidance of the Company during the last fiscal year and achieving
improved and positive operating results over the previous year and because Mr.
Pinner's salary was below the target range for equivalent positions within the
Peer Group. This increase placed Mr. Pinner within the applicable target range
of the Tokheim studied 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 1993
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 1994 fiscal year.
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 sustained progress and 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. Modest
cash bonuses were awarded this year based on the Company attaining positive
operating results for the year. The Company returned to profitability in 1994
after a long and hard effort to turn around its operations.
<PAGE>
Committee Composition
- ---------------------
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
Bob F. Jesse
Ian M. Rolland
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 CORPORATION, RUSSELL 2000, PEER GROUP
(PERFORMANCE RESULTS THROUGH 11/30/94)
MEASUREMENT PERIOD/ TOKHEIM RUSSELL PEER
FISCAL YEAR COVERED CORPORATION 2000 GROUP
- ------------------- ----------- ------- -----
<S> <C> <C> <C>
Measurement Point: 11/30/89 $100.00 $100.00 $100.00
November 30, 1990 59.47 77.76 98.28
November 30, 1991 45.52 109.29 105.84
November 30, 1992 35.27 135.06 127.81
November 30, 1993 58.35 160.69 183.50
November 30, 1994 42.96 158.90 174.58
</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 executive 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 2,500(1) -- -- -- *
Robert M. Akin, III 2,400 -- -- -- *
James K. Baker 1,200 -- -- -- *
Bernard D. Cooper 1,400(2)(3) -- -- -- *
Jess B. Ford -- 373 1,553 16,625 *
Gerald H. Frieling, Jr. 1,400 -- -- 36,500 *
Terry M. Fulmer -- 501 1,246 16,125 *
Bob F. Jesse 3,950(4)(5) -- -- 1,200 *
Anthony J. King 1,475 952 496 20,000 *
Dr. Winfred M. Phillips 1,200 -- -- 500 *
Douglas K. Pinner 510 167 326 60,322 *
Arthur C. Prewitt -- 409 585 20,000 *
Ian M. Rolland 1,725 -- -- 1,100 *
James T. Smith 1,550 -- -- 1,200 *
Executive Officers
and Directors as a
Group (17 persons) 19,585 3,107 5,547 193,822 2.8
<FN>
* Represents less than 1% of the Company's outstanding Common Stock.
(1) In addition, Catherine Ainsworth, wife, owns 178 shares, with respect to
which Mr. Ainsworth disclaims any beneficial interest.
(2) In addition, Barbara Cooper, wife, owns 1,000 shares, with respect to
which Mr. Cooper disclaims any beneficial interest.
(3) In addition, P.E.S., Inc. Pension Plan owns 2,000 shares. Mr. Cooper is
a participant and trustee of the Plan.
(4) 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.
(5) 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 holder 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 829,534 (1) Convertible 100.0
110 West Berry Street Preferred
Fort Wayne, Indiana 46802 Stock
R. B. Haave Associates, Inc. 470,400 Common 5.9
270 Madison Avenue Stock
New York, New York 10016
Pioneering Management Corporation 774,200 Common 9.9
60 State Street Stock
Boston, Massachusetts 02114
State of Wisconsin Investment Board 600,000 Common 7.6
P. O. Box 7842 Stock
Madison, Wisconsin 53707
<FN>
(1) Represents shares of the Company's Preferred Stock held by the Trustee 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 Trustee 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 nonemployee directors, shall recommend independent auditors
for consideration by the stockholders.
The current Audit Committee has recommended selection of Coopers &
Lybrand, L.L.P. as independent auditors for fiscal year 1995. In accordance
with that recommendation, the Board of Directors proposes adoption of the
following resolution:
RESOLVED, That Coopers & Lybrand, L.L.P. be and hereby is
elected independent auditors, to audit the accounts and records
of the Company for fiscal year 1995, 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, L.L.P. has audited the accounts of the Company for many
years. A representative of Coopers & Lybrand, L.L.P. 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 affirmative vote of the holders of a majority of the shares
represented and entitled to vote at the meeting is required for the election
of auditors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL
STOCKHOLDER PROPOSALS FOR THE 1996 ANNUAL MEETING
- -------------------------------------------------
Proposals of stockholders intended to be presented at the next Annual
Meeting must be received by the Secretary, Tokheim Corporation, P.O. Box 360,
Fort Wayne, Indiana 46801, no later than November 10, 1995. 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 1996 Annual Meeting.
OTHER BUSINESS
- --------------
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 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 10, 1995
