SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
for the fiscal year ended NOVEMBER 30, 1994
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) 470-4600
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 31, 1995 BY: JESS B FORD
--------------------------------
Vice President, Finance, Secretary,
and Chief Financial Officer
<PAGE>
RETIREMENT SAVINGS PLAN FOR EMPLOYEES
OF TOKHEIM CORPORATION AND SUBSIDIARIES
____________________
Report on Audit of Financial Statements
For the years ended November 30, 1994, 1993, and 1992
<PAGE>
INDEX OF FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
PAGE
NUMBER
Consent of Independent Accountants......................... 1
Report of Independent Public Accountants................... 2
Financial Satements:
Statement of Net Assets Available for Plan
Benefits as of November 30, 1994 and 1993............. 3
Statement of Changes in Net Assets Available
for Plan Benefits for the years ended
November 30, 1994, 1993, and 1992..................... 4
Notes to Financial Statements........................... 5-14
Supplemental Schedules:
Item 27a - Assets Held for Investement Purposes as
of November 30, 1994.................................. 15-16
Item 27d - Reportable Transactions for the year
ended November 30, 1994............................... 17-18
<PAGE>
TOKHEIM CORPORATION AND SUBSIDIARIES
CONSENTS OF EXPERTS AND COUNSEL
NOVEMBER 30, 1994
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Tokehim Corporation on Form S-8 (File No. 1-6018) of our report dated
April 28, 1995, 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, 1994 and 1993, and for the years
ended November 30, 1994, 1993, and 1992, which report is included in this Annual
Report on Form 11-K.
COOPERS & LYBRAND
Fort Wayne, Indiana
May 31, 1995.
1
<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
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, 1994 and 1993, and the changes in net assets available for plan benefits for
each of the three years in the period ended November 30, 1994, 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.
Fort Wayne, Indiana
April 28, 1995.
2
<PAGE>
RETIREMENT SAVINGS PLAN FOR EMPLOYEES
OF TOKHEIM CORPORATION AND SUBSIDIARIES
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of November 30, 1994 and 1993
ASSETS
1994 1993
------ ------
Cash $1,474 $61,127
Receivables
Contributions
Participants 983 1,450
Employer 17,364 591,649
Dividends 925
19,272 593,099
Investments, at fair value
Loans to participants 384,453 210,729
Tokheim Corporation Common Stock 2,013,505 2,849,381
Tokheim Corporation Preferred Stock 20,738,450 21,210,800
Marketable securities and other 4,684,998 1,273,042
27,821,406 25,543,952
Guaranteed investment contracts, at
contract value 6,624,486 9,234,716
Total Investments 34,445,892 34,778,668
Total Assets 34,466,638 35,432,894
LIABILITIES
Notes payable 16,975,184 19,205,951
Interest payable 16,724 13,959
Total Liabilities 16,991,908 19,219,910
Net assets available for plan benefits $17,474,730 $16,212,984
The accompanying notes are an integral part of the financial statements.
3
<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, 1994, 1993, and 1992
1994 1993 1992
Additions ------ ------ ------
Participants' contributions $1,960,788 $1,742,979 $1,996,690
Employer contributions 1,547,149 1,997,122 2,006,837
Interest income 608,562 831,399 909,956
Dividend income 1,803,610 1,700,770 1,898,019
Net appreciation (depreciation)
in fair value of investments (929,842) 1,365,996 (552,016)
Transfers from other plans 101,643 179,473 49,276
5,091,910 7,817,739 6,308,762
Deductions
Withdrawal and termination
distributions 2,552,504 5,372,508 5,394,091
Interest expense 1,276,086 1,592,117 1,710,634
Other expenses 1,574 1,083 36,506
3,830,164 6,965,708 7,141,231
Net additions (deductions) 1,261,746 852,031 (832,469)
Net assets available for plan
benefits, beginning of year 16,212,984 12,712,281 13,544,750
Adjustment for change in accounting
principle 2,648,672
Net assets available for plan
benefits, end of year $17,474,730 $16,212,984 $12,712,281
The accompanying notes are an integral part of the financial statements.
4
<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 5% (25% before December 1, 1993) in any one or more of the
investment funds.
COMPANY CONTRIBUTIONS - The Plan provides a retirement 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 and retirement contributions.
Preferred and common (ESOP) shares are released as principal and interest
payments are made on the notes payable (described in Note 4). At November 30,
1994, 305,869 preferred shares and 106,679 common shares had been released and
allocated to participants' accounts and 523,665 preferred shares and 46,799
common shares remained encumbered.
Retirement and matching contributions are allocated to each participant's
account as of the end of each quarter. They are invested in preferred and
common stock of the Company.
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.
5<PAGE>
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.
Balanced Fund - which is invested primarily in a mutual fund or funds that
invest 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.
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, 80,638 shares were allocated to participants at
a value of $2,015,950. During the previous years, 355,699 shares were allocated
to participants at a value of $8,892,425. 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, 1994. The preferred shares are redeemable at the
option of the Company at a price of $25.97 per share in fiscal year 1995,
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.
6<PAGE>
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, 1994, was $15,733,000 at a rate of 7.65%.
Quarterly principal payments are $472,000 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,
1994, was $1,242,680 at a rate of 8.27%. Principal payments are $303,000 to
$456,000 through 1997 and are made on an annual basis.
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 $2,399,282, $2,580,624, $2,565,810, $2,442,486, and $2,636,058,
respectively.
5. PARTICIPANTS
The following table sets forth the number of participants at year end by fund
type for fiscal years 1994 and 1993:
1994 1993
------ ------
Fixed Fund 762 944
Equity Fund 472 227
Common Stock Fund 190 203
Money Market Fund 115 142
Balanced Fund 375 --
The Common Stock ESOP 1,334 1,237
The Preferred Stock ESOP 1,334 1,249
The total number of participants in the Plan was 1,334 and 1,249 at November 30,
1994 and 1993, 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.
7
<PAGE>
8. INVESTMENTS
The following individual investments exceed five percent of total net assets:
Tokheim Corporation Common Stock $2,013,505
Tokheim Corporation Convertible Preferred Stock 20,738,450
Fidelity Growth and Income Fund 2,492,858
Fidelity Balanced Fund 1,395,112
Guaranteed Investment Contracts:
Lincoln National Life Insurance Company
9.56% due May 1, 1995 1,764,818
8.20% due May 1, 1996 1,675,366
Allstate Life Insurance Company
8.54% due May 1, 1997 1,541,915
9. 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 $351,512 and $1,193,227 at November
30, 1994 and 1993, respectively.
10. RECLASSIFICATION
Certain prior year amounts in these financial statements have been reclassified
to conform with current year presentation.
8
<PAGE>
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, 1994:
Money
Fixed Equity Company Market
Fund Fund Stock Fund Fund
----- ------ ---------- ------
Cash $610 $244 $99 $129
Receivables
Contributions
Participant 983
Employer
Dividend 925
Investments 7,431,938 2,561,158 743,927 243,829
Notes payable
Interest payable
Net assets available for
plan benefits $7,433,531 $2,561,402 $744,026 $244,883
Changes in net assets available for plan benefits for the year ended
November 30, 1994:
Money
Fixed Equity Company Market
Fund Fund Stock Fund Fund
ADDITIONS ----- ------ ---------- ------
Participants' contributions $891,351 $515,459 $132,764 $57,835
Employer contributions
Interest income 604,853 1,295 292 227
Dividend income 124,215 7,743
Net appreciation (depreciation)
in fair value of investments (62,124) (269,319)
Transfers from other plan 43,825 27,356 16,741 5,510
1,540,029 606,201 (119,522) 71,315
Transfers between funds (2,041,266) 1,085,584 (3,835) (86,454)
DEDUCTIONS
Withdrawal and termination
distributions 1,597,213 101,135 76,648 7,290
Interest expense
Other expenses 1,574
1,598,787 101,135 76,648 7,290
Net additions (deductions) (2,100,024) 1,590,650 (200,005) (22,429)
Net assets available for plan
benefits, beginning of year 9,533,555 970,752 944,031 267,312
Net assets available for plan
benefits, end of year $7,433,531 $2,561,402 $744,026 $244,883
9
<PAGE>
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
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, 1994:
The
Balanced The Common Preferred
Fund Stock ESOP Stock ESOP The Plan
-------- ---------- ---------- --------
Cash $167 $101 $124 $1,474
Receivables
Contributions
Participant 983
Employer 16,724 640 17,364
Dividend 925
Investments 1,441,012 1,285,578 20,738,450 34,445,892
Notes payable (1,242,680) (15,732,504) (16,975,184)
Interest payable (16,724) (16,724)
Net assets available for plan
benefits $1,441,179 $42,999 $5,006,710 $17,474,730
Changes in net assets available for plan benefits for the year ended
November 30, 1994:
The
Balanced The Common Preferred
Fund Stock ESOP Stock ESOP The Plan
ADDITIONS -------- ---------- ---------- --------
Participants' contributions $363,379 $1,960,788
Employer contributions $95,886 $1,451,263 1,547,149
Interest income 877 214 804 608,562
Dividend income 54,567 1,617,085 1,803,610
Net appreciation (depreciation)
in fair value of invest (114,734) (453,063) (30,602) (929,842)
Transfers from other plan 8,211 101,643
312,300 (356,963) 3,038,550 5,091,910
Transfers between funds 1,141,360 (17,201) (78,188)
DEDUCTIONS
Withdrawal and termination
distributions 12,481 156,753 600,984 2,552,504
Interest expense 95,886 1,180,200 1,276,086
Other expenses 1,574
12,481 252,639 1,781,184 3,830,164
Net additions (deductions) 1,441,179 (626,803) 1,179,178 1,261,746
Net assets available for plan
benefits, beginning of year 669,802 3,827,532 16,212,984
Net assets available for plan
benefits, end of year $1,441,179 $42,999 $5,006,710 $17,474,730
10
<PAGE>
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
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 Fund Fund
----- ------ ---------- ------
Cash $55,952 $6,373 $4,535 $2,358
Receivables
Contributions
Participant (50) (352) 1,852
Employer
Investments 9,477,653 964,731 939,496 263,102
Notes payable
Interest payable
Net assets available
for plan benefits $9,533,555 $970,752 $944,031 $267,312
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
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
11
<PAGE>
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
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
---------- ---------- --------
Cash $76 ($8,167) $61,127
Receivables
Contributions
Participant 1,450
Employer 444,860 146,789 591,649
Investments 1,911,985 21,221,701 34,778,668
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
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
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 173,883 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 of year $669,802 $3,827,532 $16,212,984
12
<PAGE>
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
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, 1992:
Money
Fixed Equity Company Market
Fund Fund Stock Fund Fund
----- ------ ---------- ------
Cash $185 $121 $85 $25
Receivables
Contributions
Participant 12,261 1,760 877 1,481
Employer
Interest 740
Investments 10,048,283 920,266 648,119 293,797
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
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
----- ------ ---------- ------
ADDITIONS
Participants' contributions $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) 132,801
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
13
<PAGE>
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
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, 1992:
The
The NCC The Common Preferred
Fund Stock ESOP Stock ESOP The Plan
------- ---------- ---------- --------
Cash $55 $162 $633
Receivables
Contributions
Participant 16,379
Employer 427,606 30,303 457,909
Interest 740
Investments 1,283,970 22,992,500 36,186,935
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
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
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 investments 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
<PAGE>
RETIREMENT SAVINGS PLAN FOR EMPLOYEES
OF TOKHEIM CORPORATION AND SUBSIDIARIES
ITEM 27a - ASSETS HELD FOR INVESTMENT PURPOSES
AS OF NOVEMBER 30, 1994
Shares or Fair or
Principal Contract
Description Amount Cost Value
- ------------------------------------- --------- ---- --------
Fixed Fund
Lincoln National Life Insurance Co.
Guaranteed Investment Contracts
9.46%, due April 30, 1995 $ 872,900 $ 872,900 $ 872,900
9.56%, due May 1, 1995 $ 1,764,818 1,764,818 1,764,818
8.20%, due May 1, 1996 $ 1,675,366 1,675,366 1,675,366
Allstate Life Insurance Co.
Guaranteed Investment Contracts
8.54%, due May 1, 1997 $ 1,541,915 1,541,915 1,541,915
7.45%, due July 31, 1998 $ 769,487 769,487 769,487
Fort Wayne National Bank
Temporary CD Fund $ 137,900 137,900 137,900
American Express Trust Collective
Income Fund 7,688 285,794 285,794
Loans to participants, 8.00% to
12.5%, due December 1, 1994,
through May 30, 2002 $ 383,758 383,758 383,758
Sub-Total 7,431,938 7,431,938
Equity Fund
Fidelity Growth and Income Fund 117,257 2,567,108 2,492,858
Fort Wayne National Bank Temporary
CD Fund $ 68,300 68,300 68,300
Sub-Total 2,635,408 2,561,158
Company Stock Fund
Tokheim Corporation Common Stock 86,945 1,265,305 728,127
Fort Wayne National Bank Temporary
CD Fund $ 15,800 15,800 15,800
Sub-Total 1,281,105 743,927
15
<PAGE>
RETIREMENT SAVINGS PLAN FOR EMPLOYEES
OF TOKHEIM CORPORATION AND SUBSIDIARIES
ITEM 27a - ASSETS HELD FOR INVESTMENT PURPOSES
AS OF NOVEMBER 30, 1994
(Continued)
Shares or Fair or
Principal Contract
Description Amount Cost Value
Money Market Fund
Federated Money Market Trust $ 228,134 228,134 228,134
Loans to participants, 8.0% to
9.0% July 10, 1996, through
February 18, 1997 $ 695 695 695
Fort Wayne National Bank
Temporary CD Fund $ 15,000 15,000 15,000
Sub-Total 243,829 243,829
Balanced Fund
Fidelity Balanced Fund 112,785 1,505,119 1,395,112
Fort Wayne National Bank
Temporary CD Fund $ 45,900 45,900 45,900
Sub-Total 1,551,019 1,441,012
The Common Stock ESOP
Tokheim Corporation Common Stock 153,478 3,230,078 1,285,378
Fort Wayne National Bank Temporary
CD Fund $ 200 200 200
Sub-Total 3,230,278 1,285,578
The Preferred Stock ESOP
Tokheim Corporation Convertible
Preferred Stock 829,534 20,738,450 20,738,450
TOTAL INVESTMENTS $37,112,027 $34,445,892
16
<PAGE>
RETIREMENT SAVINGS PLAN FOR EMPLOYEES
OF TOKHEIM CORPORATION AND SUBSIDIARIES
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED NOVEMBER 30, 1994
<TABLE>
Identity of Party Purchase Selling Cost of
Involved Description of Transaction Price Price Asset
- ----------------- -------------------------- -------- ------- -------
Series of transactions in one security in excess of 5% of current value of
plan assets
<S> <C> <C> <C> <C>
Lincoln National Life Guaranteed Investment Contracts
Insurance Company Aggregate of 18 Sales 2,399,506 2,399,506
Fort Wayne National Certificates of Deposit
Bank Aggregate of 466 Purchases 7,758,599
Aggregate of 173 Sales 7,569,800 7,569,800
Fidelity Growth and Mutual Stock Fund
Income Fund Aggregate of 38 Purchases 4,223,929
Aggregate of 5 Sales 1,120,954 1,049,461
American Express Trust Collective Fund
Collective Income Aggregate of 10 Purchases 1,126,716
Aggregate of 11 Sales 843,788 840,922
</TABLE>
17
<PAGE>
RETIREMENT SAVINGS PLAN FOR EMPLOYEES
OF TOKHEIM CORPORATION AND SUBSIDIARIES
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED NOVEMBER 30, 1994
<TABLE>
Current Value
of Asset on Net
Identity of Party Transaction Gains
Involved Description of Transaction Date (Losses)
- ----------------- -------------------------- ------------- --------
<S> <C> <C> <C>
Series of transactions in one security in excess of 5% of current value of plan assets
Lincoln National Life Guaranteed Investments Contracts
Insurance Company Aggregate of 18 Sales
Fort Wayne National Certificates of Deposit
Bank Aggregate of 466 Purchases 7,758,599
Aggregate of 173 Sales
Fidelity Growth and Mutual Stock Fund
Income Fund Aggregate of 38 Purchases 4,223,929
Aggregate of 5 Sales 71,493
American Express Trust Collective Fund
Collective Income Aggregate of 10 Purchases 1,126,716
Fund Aggregate of 11 Sales 2,866
</TABLE>
18
