<PAGE>
TOKHEIM CORPORATION
Fort Wayne, Indiana
______________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 10, 1996
______________
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 corporate offices at
10501 Corporate Drive, Fort Wayne, Indiana 46845, on Wednesday, April 10, 1996,
at 10:00 a.m., Eastern Standard Time, for the following purposes:
1. To elect 3 directors for a 3-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
1996 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 2, 1996 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, 1995,
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,
Norman L. Roelke, Secretary
March 8, 1996
----------------------------------------------------
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 10, 1996, 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 any 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 corporate offices at 10501
Corporate Drive, Fort Wayne, Indiana 46845. This Proxy Statement, with an
enclosed proxy, was first mailed to stockholders on March 8, 1996.
Stockholders of record at the close of business on February 2, 1996 are entitled
to notice of and to vote at the meeting. On that date, there were outstanding
and entitled to vote 7,937,988 shares of Common Stock, each share entitled to 1
vote, and 808,620 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. Three Class
C Directors are to be elected at the 1996 Annual Meeting, 3 Class A Directors
at the 1997 Annual Meeting, and 3 Class B Directors at the 1998 Annual Meeting.
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) are not 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 1996 Annual Meeting have been serving
as directors and were elected by vote of the stockholders. Information as to
the nominees and each of the current directors whose term continues after the
Annual Meeting is as follows:
1<PAGE>
<TABLE>
COMMON SHARES
BENEFICIALLY
PRINCIPAL OCCUPATION OR DIRECTOR OWNED AS OF
EMPLOYMENT AND DIRECTORSHIPS AGE SINCE FEBRUARY 2, 1996
- ----------------------------------------------------- --- -------- ----------------
<S> <C> <C> <C>
NOMINEES FOR ELECTION TO SERVE UNTIL THE 1999 ANNUAL MEETING
GERALD H. FRIELING, JR. .............................. 65 1989 3,200
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 manufac-
turer of specialty wire, metal products, and
machinery. He is also a director of CTS Corporation.
DR. WINFRED M. PHILLIPS............................... 55 1986 1,400
Dean, College of Engineering and Associate Vice
President, Engineering and Industrial Experiment
Station of the University of Florida.
IAN M. ROLLAND ....................................... 62 1981 1,925
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 Indiana, N.A.; and Norwest Corporation.
</TABLE>
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
2<PAGE>
<TABLE>
COMMON SHARES
BENEFICIALLY
PRINCIPAL OCCUPATION OR DIRECTOR OWNED AS OF
EMPLOYMENT AND DIRECTORSHIPS AGE SINCE FEBRUARY 2, 1996
- -------------------------------------------------- --- -------- ----------------
<S> <C> <C> <C>
DIRECTORS WHOSE TERMS EXPIRE AT THE 1997 ANNUAL MEETING
ROBERT M. AKIN, III .................................. 60 1993 2,600
Retired, formerly served as President and Chief
Executive Officer, from 1971 to 1995, of Hudson
International Conductors, a subsidiary of Phelps
Dodge Corp., a manufacturer of specialty wire
products.
JAMES K. BAKER ...................................... 64 1993 1,400
Vice Chairman of the Board of Arvin Industries,
Inc., a global manufacturer of automotive products.
From 1993 to 1996, he was Chairman of the Board,
and from 1986 to 1993, he was Chairman and Chief
Executive Officer of Arvin Industries, Inc. He is
also a director of Arvin Industries, Inc.; First
Chicago NBD Corp; Amcast Industrial Corp.;
The GEON Company; and CINergy Corp.
RICHARD W. HANSEN .................................... 58 1995 200
Chairman, President, and Chief Executive
Officer since 1977 of Furnas Electric Company,
a leading manufacturer of industrial electrical
and electronic motor control products.
DIRECTORS WHOSE TERMS EXPIRE AT THE 1998 ANNUAL MEETING
WALTER S. AINSWORTH .................................. 67 1992 2,814
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 .................................... 53 1993 1,600
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 Delhi Bancshares.
DOUGLAS K. PINNER .................................... 55 1992 3,274
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 subsdiary of Slater
Industrial of Toronto, which manufactures
stainless steel bar. He is also a director of
Superior Metal Products.
</TABLE> 3<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 attended 75% or more of the aggregate
number of meetings of the Board of Directors and meetings of Committees on which
such director served during the past fiscal year.
Audit Committee: The Audit Committee, which consists of 3 nonemployee
directors, met 3 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 Audit Committee: James K. Baker; Gerald H. Frieling, Jr.; and Ian
M. Rolland.
Compensation Committee: The Compensation Committee, which consists of 3
nonemployee directors, met 2 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 Compensation
Committee: Walter S. Ainsworth, James K. Baker, and Richard W. Hansen.
Executive Committee: The Executive Committee, which consists of 4 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 recommended by stockholders for nomination to the Board of Directors.
Recommendations may be submitted in writing to the Executive Committee at the
Company's mailing address. The following directors currently comprise the
Executive Committee: Walter S. Ainsworth; Robert M. Akin; Gerald H.
Frieling, Jr.; and Ian M. Rolland.
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 Technical Committee: Robert M. Akin, Bernard D. Cooper,
Richard W. Hansen, and Dr. Winfred M. Phillips.
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, the 4 most highly compensated executive officers, and the
former Chief Financial Officer.
4<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Annual Compensation Awards(1)
---------------------------------- ------------
Other
Name Annual Securities
and Compen- Underlying All Other
Principal Salary Bonus sation Options/ Compensa-
Position Year $ $ $ SARs(#) tion ($) (2)
- ---------------------------- ---- -------- ------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Douglas K. Pinner 1995 $272,917 $30,000 $ 1,880(3) --- $24,435(4)
President and Chief 1994 246,250 25,000 1,788(3) --- 22,276
Executive Officer 1993 196,667 50,000 1,036(3) 85,322 12,661
Terry M. Fulmer 1995 169,167 15,000 751(5) --- 15,521(6)
Vice President, Global 1994 141,250 20,000 714(5) --- 14,541
Manufacturing 1993 115,000 --- 10,756(5) 26,750 13,124
Jess B. Ford 1995 150,868 --- 389(7) --- 38,410(8)
Served as Vice President, 1994 146,250 20,000 355(7) --- 10,102
Finance, Secretary and 1993 115,000 --- 224(7) 25,250 9,689
Chief Financial Officer
until 10/20/95
Condell B. Ellis, Jr. 1995 150,000 20,000 1,934(9) --- 27,317(10)
Vice President, North 1994 39,886(11) --- -- --- 24,668
American Sales and 1993 128,125 --- 1,163(9) 13,000 19,884
Marketing
Arthur C. Prewitt 1995 140,000 15,000 1,060(12) --- 17,276(13)
Vice President, Technology 1994 139,583 10,000 1,009(12) --- 18,968
and Venture Development 1993 128,333 --- 549(12) 15,000 11,091
Anthony J. King 1995 145,000 --- 1,334(14) --- 19,353(15)
Director of Global Accounts 1994 144,583 15,000 11,268(14) --- 21,433
(Served as Vice President, 1993 130,000 --- 1,207(14) 15,000 11,535
International and Venture
Development until 11/3/95)
</TABLE>
(1) There were no Restricted Stock Awards and no long-term incentive plan
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 1994 and 1993 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) Represents taxes paid on Mr. Pinner's behalf in 1995, 1994, and 1993.
(4) Includes Company contributions to the Retirement Savings Plan of $9,452;
term life insurance premiums of $3,706; and $11,277 estimated present
value of cash surrender value to be received in future years.
(5) Represents taxes paid on Mr. Fulmer's behalf in 1995, 1994, and 1993.
(6) Includes Company contributions to the Retirement Savings Plan of $9,304;
term life insurance premiums of $1,481; and $4,736 estimated present
value of cash surrender value to be received in future years.
(7) Represents taxes paid on Mr. Ford's behalf in 1995, 1994, and 1993.
5<PAGE>
(8) Includes Company contributions to the Retirement Savings Plan of $9,054;
term life insurance premiums of $767; $801 estimated present value of cash
surrender value to be received in future years and $27,788 for previously
accrued vacation.
(9) Represents taxes paid on Mr. Ellis' behalf in 1995 and 1993.
(10) Includes Company contributions to the Retirement Savings Plan of $8,250;
term life insurance premiums of $4,632; and $14,435 estimated present value
of cash surrender value to be received in future years.
(11) Mr. Ellis terminated his employment with the Company on February 28, 1994.
He was rehired as Vice President, Domestic Sales on November 14, 1994.
(12) Represents taxes paid on Mr. Prewitt's behalf in 1995, 1994, and 1993.
(13) Includes Company contributions to the Retirement Savings Plan of $8,250;
term life insurance premiums of $2,090; and $6,936 estimated present value
of cash surrender value to be received in future years.
(14) Represents taxes paid on Mr. King's behalf in 1995, 1994, and 1993.
(15) Includes Company contributions to the Retirement Savings Plan of $7,820;
term life insurance premiums of $2,630; and $8,903 estimated present value
of cash surrender value to be received in future years.
During the fiscal year ended November 30, 1995 no options or Stock Appreciation
Rights (SARs) were granted, nor were any SARs exercised, and no long-term
incentive plan awards were made to the executive officers named in the table
above.
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTIONS/SAR VALUES
<TABLE>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-The-Money
Options/SARs Options/SARs
Shares at Fiscal at Fiscal
Acquired Value Year-End (#) Year-End ($)
on Exercise Realized Exercisable (E)/ Exercisable (E)/
Name (#) ($) Unexercisable (U) Unexercisable (U)
- ----------------- ----------- --------- ----------------- -----------------
<S> <C> <C> <C> <C>
Douglas K. Pinner --- --- 90,322 (E) ---
25,000 (U) ---
Terry M. Fulmer --- --- 22,813 (E) ---
6,687 (U) ---
Jess B. Ford --- --- --- ---
Condell B. Ellis, Jr. --- --- 19,750 (E) ---
3,250 (U) ---
Arthur C. Prewitt --- --- 26,250 (E) ---
3,750 (U) ---
Anthony J. King --- --- 26,250 (E) ---
3,750 (U) ---
6<PAGE>
COMPENSATION OF DIRECTORS
During fiscal year 1995, 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.
Directors who are officers or employees of the Company receive no additional
compensation for their services as directors.
EMPLOYMENT CONTRACTS AND CHANGE-IN-CONTROL ARRANGEMENTS
The Company has entered into employment agreements with each of its executive
officers, including its Chief Executive Officer. These agreements provide for
basic terms of compensation for these officers, as well as identifying existing
benefit programs extended by the Company. These agreements also restrict the
officers from competition with the Company under certain circumstances and
prohibit disclosure of confidential information. In addition, the agreements
provide for termination benefits in the event of change of control of the
Company, as defined in the agreements themselves. These benefits essentially
provide for continuing salary and fringe benefits for a period of 24 months in
the event termination occurs within 12 months from the date of change of
control. These provisions are intended to keep the Company competitive in its
recruitment and retention of management personnel. Based upon the level of
current compensation of the named executive officers, as well as the Chief
Executive Officer, payments under these provisions would exceed $100,000.
REPRICING OF OPTIONS
The Company has 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
all 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.
SALARIES
In order to attract and retain the most capable executives, it is the
responsibility of the Compensation Committee to design a compensation
program that is competitive with similar manufacturing companies. The
Committee has studied various analyses of salary ranges for equivalent positions
within a suitable Peer Group. The Peer Group used consisted of many
approximate-sized companies including those with the industrial classifications
for pump dispensing equipment. The Committee policy is to have executive
officers' base salaries at least within the first quartile of the objectively
established ranges for officers' salaries of like manufacturing companies.
7<PAGE>
The President and Chief Executive Officer's salary is recommended by the
Committee and approved by the Board of Directors. The President and Chief
Executive Officer presents to the Committee for approval the recommended
remuneration for the executive officers who operate under his control. The
financial results of the Company for the last fiscal year were favorably
improved over the previous year. Based upon these results and his
individual contribution to this performance, Mr. Pinner's base salary for 1995
was increased 10%. When approving the compensation of the listed executive
officers, the Committee utilized the same factors and criteria used in
determining Mr. Pinner's salary.
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 named executive officers
during the 1995 fiscal year.
CASH BONUSES
Also, to promote superior financial results, the Committee has adopted and is
responsible for administering a Key Management Incentive Bonus Plan. This Plan
is designed 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.
COMMITTEE COMPOSITION
This Report is submitted by the current members of the Board of Directors'
Compensation Committee comprised of Walter S. Ainsworth, Chairman; James K.
Baker; and Richard W. Hansen.
Walter S. Ainsworth, Chairman
James K. Baker
Richard W. Hansen
PERFORMANCE GRAPH
The following graph compares the yearly percentage change in the Company's cumulative
total stockholder return on Common Stock with the Russel 2000 and the Peer
Group:
8<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
TOKHEIM CORP, RUSSELL 2000 INDEX AND PEER GROUP
(PERFORMANCE RESULTS THROUGH 11/30/95)
Measurement Period/ Tokheim Russell Peer
Fiscal Year Covered Corporation 2000 Group
- ------------------- ----------- ------- -----
Measurement Point: 11/30/90 $100.00 $100.00 $100.00
November 30, 1991 76.37 140.54 114.59
November 30, 1992 59.16 173.69 138.59
November 30, 1993 97.88 206.65 204.26
November 30, 1994 72.07 204.35 192.63
November 30, 1995 57.01 262.14 273.56
Assumes $100 invested at the close of trading 11/90 in Tokheim Corp. common
stock, Russell 2000 Index, and Peer Group.
* Cumulative total return assumes reinvestment of dividends.
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>
<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 2,814 (1) -- -- -- *
Robert M. Akin, III 2,600 -- -- -- *
James K. Baker 1,400 -- -- -- *
Bernard D. Cooper 1,600 (2)(3) -- -- -- *
Condell B. Ellis, Jr. 267 250 629 19,750 *
Jess B. Ford -- -- -- -- --
Gerald H. Frieling, Jr. 3,200 -- -- -- *
</TABLE>
9<PAGE>
<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>
Terry M. Fulmer 500 608 1,703 22,813 *
Richard W. Hansen 200 -- -- -- *
Anthony J. King 1,475 1,853 834 26,250 *
Dr. Winfred M. Phillips 1,400 -- -- -- *
Douglas K. Pinner 1,010 1,545 719 90,322 1.2
Arthur C. Prewitt -- 778 953 26,250 *
Ian M. Rolland 1,925 -- -- -- *
Executive Officers
and Directors as a
Group (17 persons) 19,101 5,699 6,611 198,760 2.8
* 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.
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:
NAME OF INDIVIDUAL AMOUNT AND NATURE OF CLASS OF PERCENT
OR IDENTITY OF GROUP BENEFICIAL OWNERSHIP SHARES OF CLASS
- -------------------- -------------------- -------- --------
Fort Wayne National Bank
110 West Berry Street Convertible
Fort Wayne, Indiana 46802 808,620 (1) Preferred Stock 100.0
R. B. Haave Associates, Inc.
270 Madison Avenue
New York, New York 10016 701,000 Common Stock 8.8
Joseph Harrosh
40900 Grimmer Blvd.
Fremont, California 94538 567,100 Common Stock 7.1
Pioneering Management Corp.
60 State Street
Boston, Massachusetts 02114 774,200 Common Stock 9.8
The TCW Group, Inc.
865 South Figueroa Street
Los Angeles, California 90017 514,200 Common Stock 6.5
10<PAGE>
(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.
10<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 1996. 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 1996, 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 1997 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 8, 1996. 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
1997 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,
Norman L. Roelke, Secretary
March 8, 1996
11<PAGE>
</TABLE>
