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 (NO FEE REQUIRED)
For the fiscal year ended NOVEMBER 30, 1996
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) has
duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Retirement Savings Plan for
the Employees of Tokheim
Corporation and Subsidiaries
DATE: May 29, 1997 BY: /s/ JOHN M. TOMLINSON
--------------- ------------------------
Vice President and Chief
Financial Officer
RETIREMENT SAVINGS PLAN FOR EMPLOYEES
OF TOKHEIM CORPORATION AND SUBSIDIARIES
----------------------------------------------------
Report on Audit of Financial Statements
For the years ended November 30, 1996,1995, and 1994
INDEX OF FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
PAGE
NUMBER
------
INDEX OF FINANCIAL STATEMENTS 1
REPORT OF INDEPENDENT ACCOUNTANTS 2
FINANCIAL STATEMENTS:
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN
BENEFITS AS OF NOVEMBER 30, 1996 AND 1995 3
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS FOR THE YEARS ENDED
NOVEMBER 30, 1996, 1995, AND 1994 4
NOTES TO FINANCIAL STATEMENTS 5
SUPPLEMENTAL SCHEDULES:
ITEM 27A - ASSETS HELD FOR INVESTMENT
PURPOSES AS OF NOVEMBER 30, 1996 14
ITEM 27D - REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED NOVEMBER 30, 1996 16
TOKHEIM CORPORATION AND SUBSIDIARIES
CONSENTS OF EXPERTS AND COUNSEL
NOVEMBER 30, 1996
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of Tokheim Corporation on Form S-8 (File No. 1-6018) of our report dated
May 21, 1997, 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, 1996 and 1995, and for the
years ended November 30, 1996, 1995, and 1994, which report is included in
this Annual Report on Form 11-K.
COOPERS & LYBRAND, L.L.P.
Fort Wayne, Indiana
May 29, 1997
REPORT OF INDEPENDENT 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, 1996 and 1995,
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, 1996.
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, 1996 and 1995, and the changes in net assets available for
plan benefits for each of the three years in the period ended November 30,
1996, 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 21, 1997
RETIREMENT SAVINGS PLAN FOR EMPLOYEES
OF TOKHEIM CORPORATION AND SUBSIDIARIES
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
As of November 30, 1996 and 1995
ASSETS 1996 1995
------------- -------------
Cash $ 74,311 38,256
Receivables:
Contributions:
Participants 71,648 75,132
Employer 4,141 11,326
Dividends 1,334 1,125
------------- -------------
151,434 125,839
Investments, at fair value:
Loans to participants 736,272 478,852
Tokheim Corporation Common Stock 2,071,017 1,570,335
Tokheim Corporation Convertible
Preferred Stock 19,829,000 20,215,574
Marketable securities and other 9,284,108 6,947,913
------------- -------------
31,920,397 29,212,674
Guaranteed investment contracts,
at contract value 7,330,339 6,905,651
------------- -------------
Total Investments 39,250,736 36,118,325
------------- -------------
Total Assets $ 39,402,170 36,244,164
============= =============
LIABILITIES
Notes payable $ 11,995,279 14,575,903
Interest payable 4,141 11,323
------------- -------------
Total Liabilities 11,999,420 14,587,226
------------- -------------
Net assets available for plan benefits $ 27,402,750 21,656,938
============= =============
The accompanying notes are an integral part of the financial statements.
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, 1996, 1995, and 1994
1996 1995 1994
------------- ----------- ----------
Additions:
Participates'
contributions $ 2,190,804 2,092,614 1,960,789
Employer contributions 2,474,401 2,284,188 1,547,149
Interest income 615,583 623,060 608,562
Dividend income 1,700,090 1,749,073 1,803,610
Net appreciation
(depreciation) in fair
value of investments 1,729,576 456,121 (929,842)
Transfers from other plans 284,119 181,936 101,643
-------------- ------------ -----------
8,994,573 7,386,992 5,091,911
Deductions:
Withdrawal and
termination
distributions 2,197,068 1,936,427 2,552,504
Interest expense 1,051,693 1,268,357 1,277,660
-------------- ------------ -----------
3,248,761 3,204,784 3,830,164
Net increase 5,745,812 4,182,208 1,261,747
Net assets available
for plan benefits
beginning of year 21,656,938 17,474,730 16,212,984
-------------- ------------ -----------
Net assets available
for plan benefits,
end of year $ 27,402,750 21,656,938 17,474,731
============== ============ ===========
The accompanying notes are an integral part of the financial statements.
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, which approximates market 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.
USE OF ESTIMATES - The preparation of the Plan's financial statements in
conformity with generally accepted accounting principles requires the Plan
Administrator to make significant estimates and assumptions that affect the
reported amounts of net assets available for benefits at the date of the
financial statements and the changes in net assets available for benefits
during the reporting period and, when applicable, disclosures of contingent
assets and liabilities at the date of the financial statements. Actual
results could differ from those estimates.
RISKS AND UNCERTAINTIES AND INVESTMENT CONCENTRATIONS - The Plan provides
for various investment options by the participants in any combination of
stocks, fixed income securities, mutual funds, and other investment
securities. Investment securities are exposed to various risks, such as
interest rate, market, and credit risks. Due to the level of risk
associated with certain investment securities, it is at least reasonably
possible that changes in the values of investment securities will occur in
the near term and that such changes could materially affect participants'
balances and the amounts reported in the statement of net assets available
for plan benefits. The Company makes base allocations and matching
contributions to the participants in either Company common or preferred
stock. Approximately 44% of plan investment is concentrated in Tokheim
Corporation common and preferred stock.
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% 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 employee
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, 1996, 431,050 preferred shares and
127,495 common shares had been released and allocated to participants'
accounts, and 362,110 preferred shares and 10,150 common shares remained
encumbered.
Retirement and matching contributions are invested in preferred and common
stock of the Company and are allocated to each participant's account as of
the end of each quarter.
CONTRIBUTION LIMITATIONS - The Plan Agreement provides certain limitations
on the amount of annual additions that can be made to participants accounts
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.
INVESTMENT FUNDS - Following are descriptions of the investment funds into
which participants may elect to have their contributions invested:
Company Stock Fund - is invested in the common stock of Tokheim
Corporation.
Equity Fund - is invested primarily in a mutual fund or funds that invest
in a diversified portfolio of common stocks of publicly owned corporations.
Fixed Fund - is invested in guaranteed investment contracts (GICs) or in a
collective income fund which invests in GICs and similar investments.
Money Market Fund - is invested in high quality money market instruments.
Balanced Fund - 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 fully vested at all times 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 are 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 to purchase 960,000
shares of Tokheim Corporation convertible preferred stock, which was priced
at a liquidation value of $25 per share. The dividend rate of the shares is
7.75%. During the current fiscal year, 80,665 shares were allocated to
participants at a value of $2,016,625. During the previous year, 517,225
shares were allocated to participants at a value of $12,930,625. 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 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, 1996. The preferred shares are
redeemable at the option of the Company at a price of $25.59 per share in
fiscal year 1997, 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.
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, 1996, was $11,693,000 at a
rate of 7.5%. Quarterly principal payments are $550,000 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, 1996, was $303,000 at a rate of 8.5%, which represents the
remaining principal payment due in 1997.
The Company has guaranteed both of the above borrowings. Debt payments are
funded by dividends received on shares and Company contributions. Aggregate
scheduled maturities of the above notes payable during the ensuing five
years equal $2,565,810, $2,442,486, $2,636,058, $2,844,972, and $1,505,953,
respectively.
5. PARTICIPANTS
The following table sets forth the number of participants at year end by
fund type for fiscal years 1996 and 1995:
1996 1995
------ -----
Fixed Fund 710 770
Equity Fund 540 430
Common Stock Fund 139 147
Money Market Fund 124 115
Balanced Fund 310 301
The Common Stock ESOP 1,258 1,282
The Preferred Stock ESOP 1,258 1,282
The total number of participants in the Plan was 1,258 and 1,282 at
November 30, 1996 and 1995, respectively. This is less than the sum of the
number of participants shown above because many were participating in more
than one fund.
6. TAX STATUS
The Company received a tax determination letter from the United States
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 the
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.
8. INVESTMENTS
The following Plan investments exceed five percent of the net assets
available for benefits at November 30, 1996:
Tokheim Corporation Common Stock $ 2,071,017
Tokheim Corporation Convertible
Preferred Stock 19,829,000
Fidelity Growth and Income Fund 6,372,657
Fidelity Balanced Fund 1,834,424
Guaranteed Investment Contracts:
Allstate Life Insurance Company
8.54% due May 1, 1997 1,816,519
New York Life Insurance Company
6.4% due April 30, 1998 2,758,529
Life of Virginia Insurance Company
6.42% due April 30, 1999 1,866,879
9. RECONCILIATION TO FORM 5500
As of November 30, 1996 and 1995, $290,155 and $756,306, 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:
1996 1995
---- ----
Net assets available for
plan benefits as stated
in the financial statements $27,402,750 $21,656,938
Less benefits payable 290,155 756,306
------- -------
Net assets available for plan
benefits per Form 5500 $27,112,595 $20,900,632
=========== ===========
10. RECLASSIFICATION
Certain prior year amounts in these financial statements have been
reclassified to conform with current year presentation.
11. RECENT ACCOUNTING PRONOUNCEMENTS
As of December 1, 1995, the Plan adopted 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 investment contracts that are not benefit responsive be
reported at fair value. The impact of adopting this statement was not
significant as contract value approximates fair value for all of the Plan's
investment contracts.
<TABLE>
<CAPTION>
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, 1996:
Company Money The
Fixed Equity Stock Market Balanced The Common Preferred
Fund Fund Fund Fund Fund Stock ESOP Stock ESOP The Plan
------------- --------- ----------- -------- ----------- ------------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cash $ 74,311 74,311
Receivables
Contributions
Participant 29,932 26,987 2,896 2,150 9,683 71,648
Employer 4,141 4,141
Dividends 1,334 1,334
Investments 8,791,015 6,386,454 835,884 329,513 1,839,208 1,239,462 19,829,200 39,250,736
Notes payable (302,680) (11,692,599) (11,995,279)
Interest payable (4,141) (4,141)
----------- ----------- --------- -------- ---------- --------- ------------ ------------
Net assets available for
plan benefits 8,895,258 6,413,441 838,780 332,997 1,848,891 936,782 8,136,601 27,402,750
=========== ========== ======== ======== ========== ========== ============ ==========
Changes in net assets available for Plan benefits for the year ended
November 30, 1996:
ADDITIONS
Participants' contributions 956,805 758,002 109,559 61,895 304,543 2,190,804
Employer contributions 519,510 1,954,891 2,474,401
Interest income 594,858 5,258 671 13,407 1,195 79 115 615,583
Dividend income 79,344 1,334 76,031 1,543,381 1,700,090
Net appreciation
(depreciation) in fair
value of investments 1,054,469 201,549 130,591 342,986 (19) 1,729,576
Transfers from
other plans 83,835 108,544 15,211 19,269 57,260 284,119
----------- ----------- ---------- -------- ------------ ---------- ----------- -------------
1,635,498 2,005,617 326,990 95,905 569,620 862,575 3,498,368 8,994,573
Transfers between funds (576,477) 887,876 (3,872) 8,364 (236,005) (9,093) (70,793)
DEDUCTIONS
Withdrawal and
termination
distributions 828,565 334,455 96,160 28,429 146,365 62,924 700,170 2,197,068
Interest expense 32,065 1,019,628 1,051,693
----------- ----------- --------- -------- ------------ ---------- ------------ -------------
828,565 334,455 96,160 28,429 146,365 94,989 1,719,798 3,248,761
----------- ----------- --------- -------- ------------ ---------- ------------ -------------
Net additions 230,456 2,559,038 226,958 75,840 187,250 758,493 1,707,777 5,745,812
Net assets available
for plan benefits,
beginning of year 8,664,802 3,854,403 611,822 257,157 1,661,641 178,289 6,428,824 21,656,938
----------- ----------- --------- -------- ------------ ---------- ------------ -------------
Net assets available
for plan benefits,
end of year $ 8,895,258 6,413,441 838,780 332,997 1,848,891 936,782 8,136,601 27,402,750
========== =========== ========= ======== ============ ========== ============ =============
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:
Company Money The
Fixed Equity Stock Market Balanced The Common Preferred
Fund Fund Fund Fund Fund Stock ESOP Stock ESOP The Plan
------------- --------- ----------- -------- ----------- ------------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cash 38,256 38,256
Receivables
Contributions
Participant 34,500 22,126 4,123 2,644 11,739 75,132
Employer 11,326 11,326
Dividends 1,125 1,125
Investments 8,592,046 3,832,277 607,699 253,388 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 8,664,802 3,854,403 611,822 257,157 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:
ADDITIONS
Participants' contributions 1,005,224 573,534 134,091 55,245 324,520 2,092,614
Employer contributions 530,852 1,753,336 2,284,188
Interest income 619,116 1,409 459 683 898 47 448 623,060
Dividend income 96,346 14,785 58,231 1,579,711 1,749,073
Net appreciation
(depreciation)
in fair value of
investments 780,556 (148,788) 126,008 (249,050) (52,605) 456,121
Transfers from
other plans 61,590 44,182 10,077 26,611 39,476 181,936
----------- ---------- --------- -------- ------------ ---------- ----------- ----------
1,685,930 1,496,027 (4,161) 97,324 549,133 281,849 3,280,890 7,386,992
Transfers between funds 266,955 79,873 (35,649) (66,879) (174,904) (5,832) (63,564)
DEDUCTIONS
Withdrawal and termination
distributions 721,614 282,899 92,394 18,171 153,767 66,194 601,388 1,936,427
Interest expense 74,533 1,193,824 1,268,357
----------- ---------- --------- -------- ------------ -------- ----------- ---------
721,614 282,899 92,394 18,171 153,767 140,727 1,795,212 3,204,784
----------- ---------- --------- -------- ------------ --------- ---------- ----------
Net additions (deductions) 1,231,271 1,293,001 (132,204) 12,274 220,462 135,290 1,422,114 4,182,208
Net assets available
for plan benefits,
beginning of year 7,433,531 2,561,402 744,026 244,883 1,441,179 42,999 5,006,710 17,474,730
----------- ---------- --------- -------- ------------ -------- ----------- ------------
Net assets available
for plan benefits,
end of year 8,664,802 3,854,403 611,822 257,157 1,661,641 178,289 6,428,824 21,656,938
=========== ========== ========= ======== ============ ========== ========== ===========
</TABLE>
<TABLE>
<CAPTION>
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:
Company Money The
Fixed Equity Stock Market Balanced The Common Preferred The
Fund Fund Fund Fund Fund Stock ESOP Stock ESOP Plan
----------- --------- --------- --------- ---------- ------------ -------------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cash $ 610 244 99 129 167 101 124 1,474
Receivables
Contributions
Participant 983 983
Employer 16,724 640 17,364
Dividends 925 925
Investments 7,431,938 2,561,158 743,927 243,829 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 7,433,531 2,561,402 744,026 244,883 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:
ADDITIONS
Participants'
contributions 891,351 515,459 132,764 57,835 363,379 1,960,788
Employer contributions 95,886 1,451,263 1,547,149
Interest income 604,853 1,295 292 227 877 214 804 608,562
Dividend income 124,215 7,743 54,567 1,617,085 1,803,610
Net appreciation
(depreciation)
in fair value
of investments (62,124) (269,319) (114,734) (453,063) (30,602) (929,842)
Transfers from
other plans 43,825 27,356 16,741 5,510 8,211 101,643
----------- ------------ --------- ---------- ------------ ------------ ------------ ---------
1,540,029 606,201 (119,522) 71,315 312,300 (356,963) 3,038,550 5,091,910
Transfers between funds (2,041,266) 1,085,584 (3,835) (86,454) 1,141,360 (17,201) (78,188)
DEDUCTIONS
Withdrawal and termination
distributions 1,597,213 101,135 76,648 7,290 12,481 156,753 600,984 2,552,504
Interest expense 95,886 1,180,200 1,276,086
Other expenses 1,574 1,574
---------- ----------- --------- --------- ---------- ----------- ------------ ---------
1,598,787 101,135 76,648 7,290 12,481 252,639 1,781,184 3,830,164
---------- ----------- --------- --------- ---------- ------------ ----------- ----------
Net additions
(deductions) (2,100,024) 1,590,650 (200,005) (22,429) 1,441,179 (626,803) 1,179,178 1,261,746
Net assets
available for plan
benefits,
beginning of year 9,533,555 970,752 944,031 267,312 669,802 3,827,532 16,212,984
--------- ------- --------- -------- ---------- ------------ ------------ ----------
Net assets available
for plan
benefits, end
of year $ 7,433,531 2,561,402 744,026 244,883 1,441,179 42,999 5,006,710 17,474,730
=========== =========== ======== ======= ========== ========== ============ ===========
</TABLE>
RETIREMENT SAVINGS PLAN FOR EMPLOYEES
OF TOKHEIM CORPORATION AND SUBSIDIARIES
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
As of November 30, 1996
Shares or
Principal Fair
Description Amount Cost Value
- - ---------------------------------- ------------- -------- ---------
Fixed Fund
Life of Virginia Insurance Co.
Guaranteed Investment Contracts
6.42% due April 30, 1999 1,866,879 1,866,879 1,866,879
New York Life Insurance Co.
Guaranteed Investment Contracts
6.40% due April 30, 1998 2,758,529 2,758,529 2,758,529
Allstate Life Insurance Co.
Guaranteed Investment Contracts
8.54% due May 1, 1997 1,816,519 1,816,519 1,816,519
7.45% due July 31, 1998 888,412 888,412 888,412
Fort Wayne National Bank
Temporary CD Fund 88,980 88,980 88,980
American Express Trust
Collective Income Fund 15,046 592,098 635,424
----------- -----------
Sub-total 8,011,417 8,054,743
Equity Fund
Fidelity Growth and Income Fund 203,599 4,952,742 6,372,657
Fort Wayne National Bank
Temporary CD Fund 13,797 13,797 13,797
----------- -----------
Sub-total 4,966,539 6,386,454
Loan Fund
Loans to Participants, 8.0% to
11.75%, due December 1, 1997,
through May 30, 2002 736,272 736,272 736,272
Company Stock Fund
Tokheim Corporation Common Stock 92,468 1,154,581 832,212
Fort Wayne National Bank
Temporary CD Fund 3,672 3,672 3,672
----------- -----------
Sub-Total 1,158,253 835,884
----------- -----------
RETIREMENT SAVINGS PLAN FOR EMPLOYEES
OF TOKHEIM CORPORATION AND SUBSIDIARIES
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
As of November 30, 1996
(continued)
Shares or
Principal Fair
Description Amount Cost Value
- - ------------------------------ --------------- ----------- --------
Money Market Fund
Federated Money Market Trust 323,297 323,297 323,297
Fort Wayne National Bank
Temporary CD Fund 6,216 6,216 6,216
------------ ----------
Sub-total 329,513 329,513
------------ ----------
Balance Fund
Fidelity Balanced Fund 127,214 1,684,980 1,834,424
Fort Wayne National Bank
Temporary CD Fund 4,784 4,784 4,784
------------ ----------
Sub-total 1,689,764 1,839,208
----------- ----------
The Common Stock ESOP
Tokheim Corporation Common Stock 137,645 2,517,817 1,238,805
Fort Wayne National Bank
Temporary CD Fund 657 657 657
------------ ----------
Sub-total 2,518,474 1,239,462
------------ ----------
The Preferred Stock ESOP
Tokheim Corporation Convertible
Preferred Stock 793,160 19,829,000 19,829,000
Fort Wayne National Bank
Temporary CD Fund 200 200 200
------------ ----------
Sub-total 19,829,200 19,829,200
----------- -----------
Total Investments 39,239,432 39,250,736
=========== ===========
<TABLE>
<CAPTION>
RETIREMENT SAVINGS PLAN FOR EMPLOYEES
OF TOKHEIM CORPORATION AND SUBSIDIARIES
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED NOVEMBER 30, 1996
Current Value
of Asset on Net
Identity of Party Description of Purchase Selling Cost of Transaction Gains
Involved Transactions Price Price Asset Date (Losses)
- - --------------------------------- ------------------------- --------------- ----------- --------- ------------ -------
Single transaction in one security in excess of 5% of current value of plan assets
<S> <C> <C> <C> <C> <C> <C>
Lincoln National Life Guaranteed Investment Contracts
Insurance Company 8.20% due May 1, 1996 1,598,515 1,598,515 1,598,515
Life of Virginia Guaranteed Investment Contracts
Insurance Company 6.42% due April 30, 1999 1,800,000 1,800,000 1,800,000
Series of transactions in one security in excess of 5% of current value of plan assets
American Express Trust Collective Income Fund
Collective Income Fund Aggregate of 9 Purchases 536,843 536,843 536,843
Aggregate of 10 Sales 1,151,169 1,082,254 1,151,169 68,915
Fidelity Growth and Income Mutual Stock Fund
Fund Aggregate of 9 Purchases 1,501,347 1,501,347 1,501,347
Aggregate of 1 Sale 86,540 70,262 86,540 16,278
Fort Wayne National Bank Certificate of Deposit
Aggregate of 529 Purchases 4,974,398 4,974,398 4,974,398
Aggregate of 129 Sales 4,889,914 4,889,914 4,889,914
</TABLE>
