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, 1995
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 46845
(219) 470-4600
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Trustee (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: June 11, 1996 BY: JOHN A. NEGOVETICH
--------------------------------
Vice President 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, 1995, 1994, and 1993
<PAGE>
INDEX OF FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
PAGE
NUMBER
Index of Financial Statements and Supplemental Schedules... 1
Consent of Independent Accountants......................... 2
Report of Independent Public Accountants................... 3
Financial Satements:
Statement of Net Assets Available for Plan
Benefits as of November 30, 1995 and 1994............. 3
Statement of Changes in Net Assets Available
for Plan Benefits for the Years Ended
November 30, 1995, 1994, and 1993..................... 4
Notes to Financial Statements........................... 5
Supplemental Schedules:
Item 27a - Assets Held for Investement Purposes as
of November 30, 1995.................................. 14
Item 27d - Reportable Transactions for the Year
Ended November 30, 1995............................... 16
1
<PAGE>
TOKHEIM CORPORATION AND SUBSIDIARIES
CONSENTS OF EXPERTS AND COUNSEL
NOVEMBER 30, 1995
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
May 31, 1996, 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, 1995 and 1994, and for the years
ended November 30, 1995, 1994, and 1993, which report is included in this Annual
Report on Form 11-K.
COOPERS & LYBRAND L.L.P.
Fort Wayne, Indiana
June 11, 1996.
2
<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 accompanying statement of net assets available for plan
benefits of the Retirement Savings Plan for Employees of Tokheim Corporation
and Subsidiaries (the Plan) as of November 30, 1995 and 1994, and the related
statement of changes in net assets available for plan benefits for each of the
three years in the period ended November 30, 1995. These financial statements
are the responsibility of the Plan's Administrator (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, 1995 and 1994, and the changes in net assets available for plan benefits for
each of the three years in the period ended November 30, 1995, 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.
COOPERS & LYBRAND L.L.P.
Fort Wayne, Indiana
May 31, 1996.
3
<PAGE>
RETIREMENT SAVINGS PLAN FOR EMPLOYEES
OF TOKHEIM CORPORATION AND SUBSIDIARIES
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of November 30, 1995 and 1994
ASSETS
1995 1994
---------- ----------
Cash $ 38,256 $ 1,474
Receivables
Contributions
Participants 75,132 983
Employer 11,326 17,364
Dividends 1,125 925
87,583 19,272
Investments, at fair value
Loans to participants 478,852 384,453
Tokheim Corporation Common Stock 1,570,335 2,013,505
Tokheim Corporation Convertible
Preferred Stock 20,215,574 20,738,450
Marketable securities and other 6,947,913 4,684,998
29,212,674 27,821,406
Guaranteed investment contracts, at
contract value 6,905,651 6,624,486
Total Investments 36,118,325 34,445,892
Total Assets 36,244,164 34,466,638
LIABILITIES
Notes payable 14,575,903 16,975,184
Interest payable 11,323 16,724
Total Liabilities 14,587,226 16,991,908
Net assets available for plan benefits $21,656,938 $17,474,730
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, 1995, 1994, and 1993
1995 1994 1993
Additions: ------ ------ ------
Participants' contributions $2,092,614 $1,960,788 $1,742,979
Employer contributions 2,284,188 1,547,149 1,997,122
Interest income 623,060 608,562 831,399
Dividend income 1,749,073 1,803,610 1,700,770
Net appreciation (depreciation)
in fair value of investments 456,121 (929,842) 1,365,996
Transfers from other plans 181,936 101,643 179,473
7,386,992 5,091,910 7,817,739
Deductions:
Withdrawal and termination
distributions 1,936,427 2,552,504 5,372,508
Interest expense 1,268,357 1,276,086 1,592,117
Other expenses -- 1,574 1,083
3,204,784 3,830,164 6,965,708
Net increase 4,182,208 1,261,746 852,031
Net assets available for plan
benefits, beginning of year 17,474,730 16,212,984 12,712,281
Adjustment for change in accounting
principle -- -- 2,648,672
Net assets available for plan
benefits, end of year $21,656,938 $17,474,730 $16,212,984
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 realized upon the sale of
securities are calculated by the average-cost method. Investments are carried
at fair values 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 Available for Plan
Benefits, the net appreciation (depreciation) in the fair value of investments
which consists of the realized gains (losses) and the unrealized appreciation
(depreciation) of 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 Employee Stock Ownership Plan (ESOP) shares are released as
principal and interest payments are made on the notes payable (described in
Note 4). At November 30, 1995, 365,843 preferred shares and 118,366 common
shares had been released and allocated to participants' accounts and 442,777
preferred shares and 27,179 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 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 investments.
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 GICs.
VESTING - Participants are at all times fully vested and have a nonforfeitable
interest 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, 80,888 shares were allocated to participants at
a value of $2,022,200. During the previous years, 436,339 shares were allocated
to participants at a value of $10,908,475. 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 Trustee 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 Employee Retirement Income
Security Act of 1974 (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,
1995. The preferred shares are redeemable at the option of the Company at a
price of $25.78 per share in fiscal year 1996, 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, 1995, was $13,790,000 at a rate of 7.5%.
Quarterly principal payments are $509,000 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,
1995, was $786,000 at a rate of 8.5%. Annual principal payments are $303,000
to $484,000 through 1997.
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 $2,580,624, $2,565,810, $2,442,486, $2,636,058, and $2,844,972,
respectively.
5. PARTICIPANTS
The following table sets forth the number of participants at year end by fund
type for fiscal years 1995 and 1994:
1995 1994
------ ------
Fixed Fund 770 762
Equity Fund 430 472
Common Stock Fund 147 190
Money Market Fund 115 115
Balanced Fund 301 375
The Common Stock ESOP 1,282 1,334
The Preferred Stock ESOP 1,282 1,334
The total number of participants in the Plan was 1,282 and 1,334 at November 30,
1995 and 1994, 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 pursuant to Section 501(a). Under these provisions participants
are not subject to tax on amounts contributed by themselves or the Company for
their benefit until such time as such amounts are distributed to them.
7. PLAN TERMINATION
The Company has the right, under the plan, to discontinue its contributions and
to terminate the plan, although it has not expressed any intention to do so. In
the event of termination, 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 Plan investments exceed five percent of the net assets available
for benefits at November 30, 1995:
Tokheim Corporation Common Stock $ 1,570,335
Tokheim Corporation Convertible Preferred Stock 20,215,574
Fidelity Growth and Income Fund 3,824,037
Fidelity Balanced Fund 1,645,955
American Express Trust Collective Income Fund 1,192,007
Guaranteed Investment Contracts:
Lincoln National Life Insurance Company
8.20% due May 1, 1996 1,812,746
Allstate Life Insurance Company
8.54% due May 1, 1997 1,673,594
New York Live Insurance Company
6.4% due April 30, 1998 2,592,497
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.
As of November 30, 1995 and 1994, $756,306 and $351,512, respectively, is
included in the accounts of persons who have elected to withdraw from
participation in the plan, but for which disbursement has not yet been made.
Form 5500 requires these amounts to be shown differently from the financial
statements of the plan as follows:
1995 1994
----------- -----------
Net assets AFPB as stated in the financial statements $21,741,433 $17,474,730
Less benefits payable 756,306 351,512
Net assets available for plan benefits per Form 5500 $20,985,127 $17,123,218
10. RECLASSIFICATION
Certain prior year amounts in these financial statements have been reclassified
to conform with current year presentation.
11. RECENT ACCOUNTING PRONOUNCEMENTS
Effective December 1, 1995, the Plan will be required to adopt the provisions of
Statement of Position (SOP) 94-4, "Reporting of Investment Contracts Held by
Health and Welfare Benefits Plans and Defined Contribution Pension Plans."
SOP 94-4 specifies the accounting for investment contracts issued by an
insurance enterprise and requires that they be reported at fair value. The
Plan currently reports Guaranteed Investment Contracts at contract value. The
impact of adopting this statement has yet to be determined, but it is not
expected to be significant.
8
<PAGE>
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
12. 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, 1995:
Money
Fixed Equity Company Market
Fund Fund Stock Fund Fund
----- ------ ---------- ------
Cash $ 38,256
Receivables
Contributions
Participant 34,500 $22,126 $4,123 $2,644
Employer
Dividends 1,125
Investments 8,592,046 3,832,277 607,699 253,388
Notes payable
Interest payable
Net assets available for
plan benefits $8,664,802 $3,854,403 $611,822 $257,157
Changes in net assets available for plan benefits for the year ended
November 30, 1995:
Money
Fixed Equity Company Market
Fund Fund Stock Fund Fund
----- ------ ---------- ------
ADDITIONS
Participants' contributions $1,005,224 $ 573,534 $134,091 $ 55,245
Employer contributions
Interest income 619,116 1,409 459 683
Dividend income 96,346 14,785
Net appreciation (depreciation)
in fair value of investments 780,556 (148,788)
Transfers from other plans 61,590 44,182 10,077 26,611
1,685,930 1,496,027 (4,161) 97,324
Transfers between funds 266,955 79,873 (35,649) (66,879)
DEDUCTIONS
Withdrawal and termination
distributions 721,614 282,899 92,394 18,171
Interest expense
721,614 282,899 92,394 18,171
Net additions (deductions) 1,231,271 1,293,001 (132,204) 12,274
Net assets available for plan
benefits, beginning of year 7,433,531 2,561,402 744,026 244,883
Net assets available for plan
benefits, end of year $8,664,802 $3,854,403 $611,822 $257,157
<PAGE>
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
12. 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, 1995:
The
Balanced The Common Preferred
Fund Stock ESOP Stock ESOP The Plan
-------- ---------- ---------- --------
Cash $38,256
Receivables
Contributions
Participants $ 11,739 75,132
Employer $ 11,326 11,326
Dividends 1,125
Investments 1,649,902 964,646 $ 20,218,367 36,118,325
Notes payable (786,360) (13,789,543) (14,575,903)
Interest payable (11,323) (11,323)
Net assets available for
plan benefits $1,661,641 $ 178,289 $ 6,428,824 $21,656,938
Changes in net assets available for plan benefits for the year ended
November 30, 1995:
The
Balanced The Common Preferred
Fund Stock ESOP Stock ESOP The Plan
-------- ---------- ---------- --------
ADDITIONS
Participants' contributions $ 324,520 $2,092,614
Employer contributions $ 530,852 $1,753,336 2,284,188
Interest income 898 47 448 623,060
Dividend income 58,231 1,579,711 1,749,073
Net appreciation
(depreciation) in fair
value of investments 126,008 (249,050) (52,605) 456,121
Transfers from other plans 39,476 181,936
549,133 281,849 3,280,890 7,386,992
Transfers between funds (174,904) (5,832) (63,564)
DEDUCTIONS
Withdrawal and termination
distributions 153,767 66,194 601,388 1,936,427
Interest expense 74,533 1,193,824 1,268,357
153,767 140,727 1,795,212 3,204,784
Net additions (deductions) 220,462 135,290 1,422,114 4,182,208
Net assets available for plan
benefits, beginning of year 1,441,179 42,999 5,006,710 17,474,730
Net assets available for plan
benefits, end of year 1,661,641 178,289 6,428,824 21,656,938
<PAGE>
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
12. 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
Dividends 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)
12. 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
Dividends 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 investments (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)
12. 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
Participants (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)
12. 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 173,833 1,687,798 5,372,508
Interest expense 104,665 1,487,452 1,592,117
Other expenses 1,083
278,498 3,175,250 6,965,708
Net additions (deductions) 1,058,936 5,445 852,031
Net assets available for plan
benefits, beginning of year (456,236) 2,561,143 12,712,281
Adjustment for change in
accounting principle 67,102 1,260,944 2,648,672
Net assets available for plan
benefits, end of year $669,802 $3,827,532 $16,212,984
12
<PAGE>
RETIREMENT SAVINGS PLAN FOR EMPLOYEES
OF TOKHEIM CORPORATION AND SUBSIDIARIES
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF NOVEMBER 30, 1995
Shares or Fair or
Principal Contract
Description Amount Cost Value
- ------------------------------------- --------- ---- --------
Fixed Fund
Lincoln National Life Insurance Co.
Guaranteed Investment Contracts
8.20%, due May 1, 1996 $1,812,746 $1,812,746 $1,812,746
New York Life Insurance Co.
Guaranteed Investment Contracts
6.40% due April 30, 1999 $2,592,497 2,592,497 2,592,497
Allstate Life Insurance Co.
Guaranteed Investment Contracts
8.54%, due May 1, 1997 $1,673,594 1,673,594 1,673,594
7.45%, due July 31, 1998 $ 826,814 826,814 826,814
Fort Wayne National Bank
Temporary CD Fund $ 15,533 15,533 15,533
American Express Trust Collective
Income Fund 30,056 1,137,509 1,192,010
Sub-Total 8,058,693 8,113,194
Equity Fund
Fidelity Growth and Income Fund 143,222 3,216,677 3,824,037
Fort Wayne National Bank Temporary
CD Fund $ 8,240 8,240 8,240
Sub-Total 3,224,917 3,832,277
Loan Fund
Loans to Participants, 8.0% to 11.75%,
due December 1, 1995, through
May 30, 2002 $ 517,490 578,852 478,852
Company Stock Fund
Tokheim Corporation Common Stock 91,487 1,231,633 606,101
Fort Wayne National Bank Temporary
CD Fund $ 1,598 1,598 1,598
Sub-Total 1,233,231 607,699
15
<PAGE>
RETIREMENT SAVINGS PLAN FOR EMPLOYEES
OF TOKHEIM CORPORATION AND SUBSIDIARIES
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF NOVEMBER 30, 1995
(Continued)
Shares or Fair or
Principal Contract
Description Amount Cost Value
- --------------------------------- --------- ---- --------
Money Market Fund
Federated Money Market Trust $ 252,662 $252,662 $252,662
Fort Wayne National Bank
Temporary CD Fund $ 726 726 726
Sub-Total 253,388 253,388
Balanced Fund
Fidelity Balanced Fund 122,375 1,620,817 1,645,955
Fort Wayne National Bank
Temporary CD Fund $ 3,947 3,947 3,947
Sub-Total 1,624,764 1,649,902
The Common Stock ESOP
Tokheim Corporation Common Stock 145,544 3,069,429 964,234
Fort Wayne National Bank Temporary
CD Fund $ 412 412 412
Sub-Total 3,069,841 964,646
The Preferred Stock ESOP
Tokheim Corporation Convertible
Preferred Stock 808,623 20,215,574 20,215,574
Fort Wayne National Bank Temporary
CD Fund $ 2,793 2,793 2,793
Sub-Total 20,218,367 20,218,367
TOTAL INVESTMENTS $38,200,691 $36,118,325
16
<PAGE>
RETIREMENT SAVINGS PLAN FOR EMPLOYEES
OF TOKHEIM CORPORATION AND SUBSIDIARIES
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED NOVEMBER 30, 1995
<TABLE>
Expenses
Identity of Party Purchase Selling Incurred with
Involved Description of Transactions Price Price Transaction
- ----------------- --------------------------- -------- ------- -------------
Single transaction 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 9.56% due May 1, 1995 $1,671,149
New York Life Guaranteed Investment Contracts
Insurance Company 6.40% due April 30, 1998 2,500,000
Series of transactions in one security in excess of 5% of current value of
plan assets
<S> <C> <C> <C> <C>
American Express Collective Income Fund
Trust Collective Aggregate of 13 Purchases 1,251,434
Income Fund Aggregate of 10 Sales 409,366
Fidelity Growth Mutual Stock Fund
and Income Fund Aggregate of 27 Purchases 934,318
Aggregate of 7 Sales 311,220
Tokheim Corporation Common Stock
Aggregate of 31 Purchases
and Receipts 753,682 1,968
Aggregate of 53 Sales and
Disbursements 767,529 6,029
Fort Wayne National Certificates of Deposit
Bank Aggregate of 469 Purchases 4,592,928
Aggregate of 172 Sales 4,842,779
Transactions in securities in conjunction with the same person with whom a
single 5% security transaction took place within the plan year.
Lincoln National Guaranteed Investment
Life Insurance Contracts, 9.46% due
Company April 30, 1995
Aggregate of 2 Sales 827,018
<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>
<TABLE>
Current Value
of Asset on Net
Identity of Party Cost of Tansaction Gains
Involved Description of Transactions Asset Date (Losses)
- ----------------- --------------------------- ------------- -------------- --------
<S> <C> <C> <C> <C>
Single transaction in one security in excess of 5% of current value of plan assets.
Lincoln National Life Guaranteed Investment Contracts
Insurance Company 9.56% due May 1, 1995 1,671,149 1,671,149
New York Life Guaranteed Investment Contracts
Insurance Company 6.40% due April 30, 1998 2,500,000 2,500,000
Series of transactions in one security in excess of 5% of current value of plan
assets.
American Express Collective Income Fund
Trust Collective Aggregate of 13 Purchases 1,251,434 1,251,434
Income Fund Aggregate of 10 Sales 394,359 409,366 15,007
Fidelity Growth and Mutual Stock Fund
Income Fund Aggregate of 27 Purchases 934,318 934,318
Aggregate of 7 Sales 284,748 311,220 26,472
Tokheim Corporation Common Stock
Aggregate of 31 Purchases
and Receipts 753,682 751,714
Aggregate of 53 Sales and
Disbursements 948,002 767,529 (186,502)
Fort Wayne National Certificate of Deposit
Bank Aggregate of 469 Purchases 4,592,928 4,592,928
Aggregate of 172 Sales 4,842,779 4,842,779
Transactions in securities in conjunction with the same person with whom
a single 5% security transaction took place within the stock plan year.
Lincoln National Life Guaranteed Investment Contracts
Insurance Company 9.46% due April 30, 1995 827,018 827,018
Aggregate of 2 Sales
</TABLE>
