TOKHEIM CORPORATION
FORT WAYNE, INDIANA
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held April 18, 1997
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 Friday, April 18, 1997, at 10:00 a.m., Eastern Standard Time, for the
following purposes:
To elect three directors for three-year terms.
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 1997 fiscal year.
To consider and act upon a proposal recommended by the Board of
Directors, set forth in the accompanying Proxy Statement, to amend
the company's stock option plans.
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
7, 1997 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, 1996, 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,
March 24, 1997 Norman L.Roelke, Secretary
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.
TOKHEIM CORPORATION
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of Tokheim
Corporation ("the Company") for use at the Annual Meeting of
Stockholders to be held April 18, 1997, 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, Proxy, along with the Company's Annual Report to Stockholders
are first being mailed to stockholders on March 24, 1997.
Expenses incurred in the solicitation of proxies will be borne by
the Company. Officers of the Company may make additional solicitations
in person or by telephone. In addition, the Company has retained D. F.
King to assist in the solicitation of proxies for a fee of less than
$5,000, plus reimbursement of reasonable out-of-pocket expenses
incurred with the solicitation.
Stockholders of record at the close of business on February 7, 1997
are entitled to notice of and to vote at the meeting. On that date,
there were outstanding and entitled to vote 7,945,474 shares of Common
Stock, each share entitled to 1 vote, and 793,160 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 by filing
written notice of revocation with the Secretary of the Company before
the meeting, by submitting a subsequent valid proxy, or by attending the
meeting.
Shareholders do not have cumulative voting rights with respect to
the election of directors.
The matters to be considered and acted upon at the Annual Meeting
are referred to in the preceding notice and are more fully discussed
below. All shares represented by proxies which are returned properly
signed will be voted as specified on the proxy. If choices are not
specified on the proxy, the shares will be voted as recommended by the
Board. The Company's bylaws require that the holders of a majority of
the total numbers of shares issued and outstanding be represented in
person or by proxy for business at the meeting to be transacted.
Abstention and broker non-votes will be counted in determining whether a
quorum exists.
ELECTION OF DIRECTORS
The Articles of Incorporation of the Company provide that there
shall be three classes of directors, each class being elected for a
three-year term. Three Class A Directors are to be elected at the 1997
Annual Meeting, three Class B Directors at the 1998 Annual Meeting, and
three Class C Directors at the 1999 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) is 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 1997 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:
COMMON SHARES
PRINCIPAL OCCUPATION BENEFICIALLY
OR EMPLOYMENT AND DIRECTOR OWNED AS OF
DIRECTORSHIPS AGE SINCE FEBRUARY 7, 1997
NOMINEES FOR ELECTION TO SERVE UNTIL THE 2000 ANNUAL MEETING
ROBERT M. AKIN, III ..............61 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 ...................65 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 ................59 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.
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
COMMON SHARES
PRINCIPAL OCCUPATION BENEFICIALLY
OR EMPLOYMENT AND DIRECTOR OWNED AS OF
DIRECTORSHIPS AGE SINCE FEBRUARY 7,1997
DIRECTORS WHOSE TERMS EXPIRE AT THE 1998 ANNUAL MEETING
WALTER S. AINSWORTH ...............68 1992 3,214
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.
B. D. COOPER ......................54 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 ..56 1992 8,769 President
and Chief Executive Officer of
the Company since 1992. He was
made Chairman of the Board of
the Company in 1996. From 1983
to 1992, he was President of
Slater Steels Fort Wayne
Specialty Alloys, a wholly owned
subsidiary of Slater Industrial
of Toronto, which manufactures
stainless steel bar. He is also
a director of Superior Metal
Products.
DIRECTORS WHOSE TERMS EXPIRE AT THE 1999 ANNUAL MEETING
GERALD H. FRIELING, JR ............66 1989 5,200
Chairman of the Board of the
Company from 1991 to 1996. He
was Chief Executive Officer of
the Company from 1991 to 1992;
and from 1979 to 1989, he was
Chairman of the Board, President
and Chief Executive Officer of
National-Standard, a diversified
manufacturer of specialty wire,
metal products, and machinery.
He is also director of CTS
Corporation.
DR. WINFRED M. PHILLIPS ...........56 1986 1,400
Dean, College of Engineering and
Associate Vice President,
Engineering and Industrial
Experiment Station of the
University of Florida.
IAN M. ROLLAND ...................63 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.
BOARD OF DIRECTORS AND BOARD COMMITTEES
The Company's Board of Directors held nine 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 three-year period. Each director,
with the exception of Mr. Rolland, attended 75% or more of the aggregate
number of meetings of the Board of Directors and meetings of Committees
on which such director served during the past fiscal year. Mr. Rolland,
unable to attend several meetings because of other business commitments,
did attend 72% of the scheduled meetings.
AUDIT COMMITTEE: The Audit Committee, which consists of three
non-employee directors, met three 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
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 three non-employee directors, met four 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 four
non-employee directors, met six 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 four
non-employee directors, met three 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, B. 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 three fiscal
years to the Company's Chief Executive Officer and each of the four most
highly compensated executive officers.
<TABLE>
<CAPTION>
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 1996 $297,917 $120,000 $ 2,893(3) --- $33,378(4)
Chairman, Chief Executive 1995 272,917 30,000 1,880(3) --- 24,435
Officer, and President 1994 246,250 25,000 1,788(3) --- 22,276
John A. Negovetich 1996 $177,690 $ 60,000 $58,486(5) --- $ 7,543(6)
President, Tokheim
North America,
Chief Financial Officer
Jacques St-Denis 1996 $148,750 $ 30,000 $45,426(7) --- $10,211(8)
President Directeur
General of Tokheim/
Sofitam
Terry M. Fulmer 1996 $174,583 $ --- $ 1,251(9) --- $18,791(10)
Senior Vice President, 1995 169,167 15,000 751(9) --- 15,521
Global Manufacturing 1994 141,250 20,000 714(9) --- 14,541
Operations
Condell B. Ellis, Jr. 1996 $159,167 $ --- $ 4,811(11) --- $40,727(12)
Senior Vice President, 1995 150,000 20,000 1,934(11) --- 27,317
North American Sales/ 1994 39,886(13) --- --- --- 24,668
Marketing
</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 1995
and 1994 has not been included. The Company provides the named
executive officers with certain group life, health, medical,
and other non-cash 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 1996, 1995, and
1994.
4) Includes Company contributions to the Retirement Savings Plan
of $7,950; term life insurance premiums of $5,703; and $19,725
estimated present value of cash surrender value to be received
in future years.
5) Represents a signing bonus of $20,000; relocation
reimbursements of $29,451; and taxes of $9,035 paid on Mr.
Negovetich's behalf.
6) Includes Company contributions to the Retirement Savings Plan
of $1,150; term life insurance premiums of $2,531; and $3,862
estimated present value of cash surrender value to be received
in future years.
7) Includes a foreign service assignment bonus of $45,000 and
taxes pair on Mr. St-Denis behalf of $426.
8) Includes Company contributions to the Retirement Savings Plan
of $8,683; term life insurance premiums of $840; $688 estimated
present value of cash surrender value to be received in future
years.
9) Represents taxes paid on Mr. Fulmer's behalf in 1996, 1995 and
1994.
10) Includes Company contributions to the Retirement Savings Plan
of $7,595; term life insurance premiums of $2,466; and $8,730
estimated present value of cash surrender value to be received
in future years.
11) Represents taxes paid on Mr. Ellis behalf in 1996 and 1995.
12) Includes Company contributions to the Retirement Savings Plan
of $7,817; term life insurance premiums of $5,011; and $27,899
estimated present value of cash surrender value to be received
in future years.
13) Mr. Ellis terminated his employment with the Company on
February 28, 1994. He was rehired as Vice President, Domestic
Sales on November 14, 1994.
During the fiscal year ended November 30, 1996, John A. Negovetich
was the only executive officer granted stock options. Mr. Negovetich was
granted 30,000 shares in stock options at an exercise price of $7.125
per share. No other options or Stock Appreciation Rights (SARs) were
granted, nor were any SARs exercised, and no long-term incentive plan
awards were made to the executive officers named in the table above. The
following table sets forth information regarding stock options exercised
during fiscal 1996 and unexercised options held as of the end of fiscal
year 1996.
<TABLE>
<CAPTION>
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTIONS/SAR VALUES
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
SHARES AT FISCAL AT FISCAL
ACQUIRED VALUE YEAR-END (#) YEAR-END ($)
ON EXERCISE REALIZED EXERCISABLE(E)/ EXERCISABLE (E)/
NAME (#) ($) UNEXERCISABLE (U) UNEXERCISABLE (U)
---- ----------- -------- ----------------- -----------------
<S> <C> <C> <C> <C>
Douglas K. Pinner 0 0 115,322(E) 224,142(E)
0 0
John A. Negovetich 0 0 7,500(E) 14,063(E)
22,500(U) 42,188(U)
Jacques St-Denis 0 0 1,875(E) 0
625(U) 0
Terry M. Fulmer 0 0 29,500(E) 58,756(E)
0 0
Condell B. Ellis, Jr. 0 0 23,000(E) 29,638(E)
0 0
</TABLE>
COMPENSATION OF DIRECTORS
During fiscal year 1996, non-employee 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 1,1996. 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.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING CONFERENCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors to file initial reports of
ownership and reports of changes in ownership with the Securities and
Exchange Commission. Executive officers and directors are required by
SEC regulations to furnish the Company with copies of all Section 16(a)
forms they file. Based on a review of the copies of such furnished to
the Company and written representations from the Company's executive
officers and directors, all report were filed on a timely basis.
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 of employment occurs within 12 months
from the date of change of control. These provisions are intended to
keep the Company competitive in its 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
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.
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 1996 was increased 9%. 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. Only Mr. Negovetich, who was recently
hired by the Company, was granted stock options during the 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. Mr. Pinner received a
cash bonus of $120,000, and Mr. Negovetich and Mr. St-Denis received
cash bonuses of $60,000 and $30,000 respectively. These bonuses were
paid for their performance during the fiscal year and their efforts on
acquiring the French company, Sofitam.
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 stockholderc return on Common Stock for the
last five fiscal years with the cumulative return Russell 2000 index and
the Peer Group:
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
TOKHEIM CORPORATION, RUSSELL 2000 INDEX AND PEER GROUP
(PERFORMANCE RESULTS THROUGH 11/30/96)
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995
1996
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Tokheim Corp.+ $100.00 $ 77.46 $128.17 $ 94.37 $ 74.65 $101.41
Russell 2000 $100.00 $123.58 $147.04 $145.40 $186.52 $217.31
Index +
Peer Group+ $100.00 $120.95 $178.26 $168.11 $238.73 $305.73
</TABLE>
Assumes $100 invested at the close of trading 11/90 in Tokheim Corp.
common stock, Russell 2000 Index, and Peerb Group.
*Cumulative total return assumes reinvestment ofdividends. Source: Value
Line, Inc.
Factual material is obtained from sources believed to be reliable, but
the publisher is not responsible for any errors or omissions contained
herein.
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>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
COMMON PREFERRED EXERCISABLE
NAME COMMON STOCK STOCK STOCK PERCENT
STOCK IN THE RSP IN THE RSP OPTIONS OF CLASS
<S> <C> <C> <C> <C> <C>
Walter S. Ainsworth 3,214(1) - - - *
Robert M. Akin, III 2,600 - - - *
James K. Baker 1,400 - - - *
B. D. Cooper 2,600(2)(3) - - - *
Condell B. Ellis, Jr. 2,267 230 526 23,000 *
Gerald H. Frieling,
Jr. 5,200 - - - *
Terry M. Fulmer 500 7,313 2,076 29,500 *
Richard W. Hansen 200 - - - *
John A. Negovetich 2,000 0 17 7,500 *
Dr. Winfred M.
Phillips 1,400 - - - *
Douglas K. Pinner 6,010 2,759 1,028 115,322 1.2
Ian M. Rolland 1,925 - - - *
Jacques St-Denis 0 348 842 1,875 *
Executive Officers
and Directors as a
Group 32,224 12,458 7,850 215,197 2.5
(16 persons)
</TABLE>
*Represents less than 1% of the Company's outstanding Common Stock.
(1) In addition, Catherine Ainsworth, Mr. Ainsworth's wife, owns 478
shares, with respect to which Mr. Ainsworth disclaims any beneficial
interest.
(2) In addition, Barbara Cooper, Mr. Cooper's 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:
<TABLE>
<CAPTION>
NAME OF INDIVIDUAL AMOUNT AND NATURE OF CLASS OF PERCENT OF
OR IDENTITY OF GROUP BENEFICIAL OWNERSHIP SHARES SHARES
<S> <C> <C> <C>
Fort Wayne National Bank
110 West Berry Street Convertible
Fort Wayne, Indiana 46802 793,160(1) Preferred Stock 100.0
</TABLE>
<TABLE>
<CAPTION>
NAME OF INDIVIDUAL AMOUNT AND NATURE OF CLASS OF PERCENT OF
OR IDENTITY OF GROUP BENEFICIAL OWNERSHIP SHARES SHARES
<S> <C> <C> <C>
R.B. Haave Associates, Inc.
270 Madison Avenue
New York, New York 10016 969,600 Common Stock 12.3
Joseph Harrosh
40900 Grimmer Blvd.
Fremont, California 94538 567,100 Common Stock 7.1
Pioneering Management
Corporation
60 State Street
Boston, Massachusetts 02114 793,700 Common Stock 10.0
The TCW Group, Inc.
865 South Figueroa Street
Los Angeles, California 90017 526,800 Common Stock 6.6
</TABLE>
(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.
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 non-employee 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 1997. In
accordance with that recommendation, the Board of Directors proposed
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 1997, 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
AMENDMENT TO THE 1992 STOCK OPTION PLAN
THE AMENDMENT
On January 22, 1997, the Board of Directors of the Company adopted,
subject to approval by the shareholders, an amendment (the "Amendment")
to the Tokheim Corporation 1992 Stock Incentive Plan (the "Plan"). The
Amendment calls for an increase in the number of shares of Company
Common Stock authorized for issuance under the Plan. Currently, the Plan
authorizes up to 400,000 shares of Company Common Stock for issuance
350,000 shares under the stock option component of the Plan, and 50,000
shares under the restricted stock component of the Plan. The Amendment
would increase the number of shares authorized for issuance under the
stock option component from 350,000 to 850,000. The number of shares
authorized for issuance under the restricted stock portion of the Plan
would not be affected.
The affirmative vote of the holders of a majority of the shares of
Common Stock present in person or by proxy at the Annual Meeting and
entitled to vote is required to adopt the Amendment. Abstentions and
broker non-votes will have the same effect as no vote. If approved, the
Amendment will become effective as of April 18, 1997, and 500,000 shares
of authorized, but unissued shares of Common Stock of the Company, will
be reserved for future grants. As of February 7, 1997, there were 774
shares of Company Common Stock available for issuance under the stock
option component of the Plan, and 50,000 shares available under the
restricted stock component of the Plan.
The following general description of certain features of the Plan is
qualified in its entirety by reference to the Plan, which is included as
Exhibit A to this proxy statement.
PRINCIPAL FEATURES OF THE PLAN
At the 1992 Annual Meeting, shareholders approved a proposal made by
the Board of Directors to adopt and approve a stock option plan for
officers and key employees. Directors, who are not employees of the
Company, are ineligible to receive stock options under the Plan. The
Plan became effective on December 15, 1992.
The purpose of the Plan, as with prior stock option plans, is to
promote the long-term financial performance of Tokheim by; (1)
attracting and retaining executive and other key employees of Tokheim
and its subsidiaries with outstanding abilities by using competitive
incentive compensation opportunities; (2) motivating such employees to
further the long-range goals of Tokheim; and (3) furthering the identity
of interests of participating employees and Tokheim shareholders through
opportunities for increased management ownership of Company Common
Stock.
The Plan provides that a committee (the Committee ) consisting of at
least two members of the Compensation Committee of the Board of
Directors, who have not, during the year prior to serving on the
Committee, or during such service, been granted or awarded equity
securities pursuant to the Plan or any other plan of the Company or any
of its affiliates. The Committee has sole authority to, among other
things, determine the employees of Tokheim and its subsidiaries to whom
options will be granted, determine (within limits prescribed by the
Plan) the type of options will be granted and the number of shares and
terms upon which such grants are made, and interpret the Plan. The
Committee may, at its discretion, prior to December 14, 2002, grant in
the aggregate, incentive stock option ("ISOs") and non-qualified stock
option ("NQSO") awards up to the number shares of Company Common Stock
authorized under the Plan to officers and key employees of the Company
and its subsidiaries. The number of shares awarded or subject to options
under the Plan is subject to adjustment in the event of merger,
consolidation, reorganization, recapitalization, stock dividends, stock
splits, or other similar change in the corporate structure or
capitalization of Tokheim which affects Company Common Stock.
The average of the high and low quotations for the Company's Common
Stock on February 7, 1997, as reported by the New York Stock Exchange,
was 9.575. There are currently nine executive officers and approximately
one-hundred fifty other employees of the Company and its subsidiaries
who are eligible to receive options.
Options will be for terms determined by the Committee, but not more
than ten (10) years from the date of grant. No ISO or NQSO is
exercisable before the first anniversary or the date that the option was
granted, with exceptions for death, disability or retirement. The option
price of each share, under an ISO or NQSO, will not be less than
one-hundred percent (100%) of the fair market value of a share of
Company Common Stock on the date the option is granted. Options awarded
under the Plan are not transferable by a participant other than by will
or the laws of descent and distribution. During the participant's
lifetime, stock options can be exercised only by the participant.
Under the Plan, the Committee may grant a participant a Stock
Appreciation Right ("SAR") to be used in conjunction with a stock
option. SARs may not be granted in conjunction with previously granted
ISOs without the affected participant's written consent. A Stock
Appreciation Right is the right to surrender all or part of a stock
option for payment of an amount no greater than the excess of the fair
market value of one or more shares of Company Common Stock (determined
on the date the right is exercised) over the fair market value of the
same number of shares determined on the date the related stock option
was granted.
The Committee will determine the number of shares of Company Common
Stock and the percentage (not to exceed one hundred percent (100%) or
maximum amount of the increase in fair market value of those shares over
the relevant period upon which payment of each SAR will be based at
exercise. SARs can be exercised with respect to no more than the number
of shares for which the related stock option is exercisable on the date
of exercise. Each SAR issued in conjunction with an ISO may be
exercisable only when there has been an increase in the fair market
value of the shares over the relevant period. The committee may impose
conditions on SARs that are subject to Section 16 of the Securities
Exchange Act of 1934, as amended, as the Committee deems necessary or
desirable for the participant to comply with or obtain an exemption from
Section 16.
Upon exercise of an SAR, the right to exercise the related stock
option automatically terminates to the same extent that the SAR was
exercised. SARs terminate and are not exercisable after the date on
which the related stock option terminates. Participants may not transfer
SARs except together with the related stock options and except by will
or the laws of descent and distribution. During the participant's
lifetime, SARs can be exercised only by the participant.
The Committee may, at any time, grant a Restricted Stock Award
("RSA") to a participant. A RSA means the right to receive, at specified
times and subject to specified conditions, shares of Company Common
Stock which may bear such restrictions and/or restrictive endorsements
as the Committee determines. The Committee will determine the number of
shares of Company Common Stock that may be awarded and the conditions
for awarding and delivering shares to the participant under each RSA
granted.
An RSA may, in the Committee's discretion, provide for the issuance
of the shares that may be awarded under the RSA in the participant's
name subject to the following restrictions: The shares may not be sold,
transferred, pledged or otherwise assigned or encumbered by the
participant, except by will or by the laws of descent and distribution.
Each stock certificate will be registered in the participant's name and
deposited with the Secretary of the Company until conditions for final
issuance are satisfied. Dividends paid on the shares will be paid to the
participant at the times on the conditions that the Committee
determines. Shares and dividends that have not been distributed to a
participant are subject to forfeiture, as described below. Each RSA will
provide for the distribution of awarded shares of Company Common Stock
at such times during the period beginning on the first anniversary and
ending on the tenth anniversary of the date of the grant of the RSA, as
the Committee determines. The Committee, in its discretion, may provide
for distribution prior to the first anniversary, if the participant's
employment with Tokheim and all subsidiaries terminates on account of
death, disability or retirement.
Each RSA provides that the participant forfeits all rights under the
RSA and all shares of stock issued pursuant to the RSA that have not
been distributed to the participant free of all restrictions, and all
undistributed amounts credited to the participant with respect dividends
paid on Company Common Stock pursuant to the RSA if either (a) the
participant's employment with the Company and its subsidiaries
terminates for any reason other than death, disability, retirement or
other reasons that the Committee determines should not cause forfeiture,
or (b) the conditions, if any, in the RSA are not fully satisfied within
the prescribed time.
CHANGE IN CONTROL
If a Change of Control of the Company occurs, any stock options
warded under the Plan will become fully exercisable as to all shares of
stock from and after the date of the Change of Control and will, subject
to the ten (10) year expiration period, remain exercisable for three (3)
months following the participant's termination of employment with
Tokheim if such termination occurs within six (6) months after the
Change of Control occurred.
Generally, a Change of Control is defined under the Plan as change
of control of a nature such that (1) it would have to be reported by a
person or entity subject to the reporting requirements of Section 14(a)
of the Securities Exchange Act of 1934 (or successor provision), as in
effect on the date of the Plan; (2) a person or group is or becomes the
beneficial owner of more than thirty percent (30%) of the combined
voting power of the Company's then-outstanding securities, followed by
the election by that person or group of one (1) or more representatives
to Tokheim's Board of Directors; (3) a person or group becomes the
beneficial owner of more than fifty percent (50%) of the combined voting
power of the Company's then-outstanding securities, whether or not
followed by the election by the person or group of one (1) or more
representatives to Tokheim's Board of Directors ; or (4) any other event
that effectively places control of Tokheim's business and affairs in a
person or group different from the present shareholders of Tokheim. No
Change of Control will be deemed to have occurred if a majority of the
members of the Board of Directors approves within thirty (30) days
thereafter of a change that would otherwise constitute a Change of
Control.
FEDERAL INCOME TAX CONSEQUENCES
The following is a general summary of certain Federal income tax
consequences under current laws to participants in the Plan. It does not
purport to be a complete discussion of all relevant aspects of Federal
income taxation and does not discuss state, local or foreign tax
consequences. Each employee is urged to consult his personal tax advisor
as to the precise federal, state, local, foreign, and other tax
consequences or participation in the Plan.
NQSOs. An employee will not recognize any income, and the Company
will not be entitled to a deduction, upon the grant of NQSOs. Upon the
exercise of NQSOs, an employee generally will recognize ordinary income
in an amount equal to the excess of the fair market value of the shares
acquired over the option price, and the Company will be entitled to a
corresponding deduction.
An employee's aggregate basis in shares acquired upon the cash
exercise of a NQSO will be equal to the fair market value of such shares
on the date of exercise, and the holding period of such shares will
begin on such date. Upon a sale of shares acquired pursuant to the
exercise of a NQSO, an employee generally will recognize capital gain or
loss in an amount equal to the difference between the amount realized on
such sale and the employee's basis in such shares. Such gain or loss
generally will be long-term capital gain or loss if the employee has
held such shares for more than one year.
ISOs. An employee will not recognize any income, and the Company
will not be entitled to any deduction, upon the grant or timely exercise
of an ISO. Exercise of an ISO will be timely if made while the optionee
is employed by the Company or within three (3) months after the
cessation of such employment (one (1) year if the optionee is disabled
within the meaning of Section 22(e)(3) of the Internal Revenue Code of
1986, as amended (the Code )). The timely exercise of an ISO may,
however, affect the computation of the employee's alternative minimum
tax. An employee's aggregate basis of shares acquired upon cash exercise
of an ISO will be equal to the option price paid for such shares. The
holding period for such shares will begin on the date of exercise.
If an employee disposes of shares acquired pursuant to the exercise
of an ISO more than two (2) years after the date of grant and more than
one (1) year after the exercise of such ISO, any gain or loss recognized
upon such disposition generally will be treated as a long-term capital
gain or loss, and the Company will not be entitled to any deduction. If,
however, shares acquired pursuant to the exercise of an ISO are disposed
of prior to the expiration of either holding period described above (a
disqualifying disposition ), generally (i) the employee will recognize
ordinary income at the time of the disposition in an amount equal to the
excess (if any) of the fair market value of the shares at the time of
exercise, (or, if less, the amount realized on the disposition of the
shares) over the option price thereof, and (ii) the Company will be
entitled to a corresponding deduction. Any additional gain recognized by
the employee will be taxed as a short-term or long-term capital gain, as
the case may be, and will not result in any deduction by the Company.
PAYMENT IN SHARES. The following rules should apply with respect to
the exercise of a NQSO by the surrender of previously owned shares of
Company Common Stock. An employee who pays the option price upon
exercise of a NQSO, in whole or part, with shares of Company Common
Stock already owned by him will not recognize any gain or loss on the
shares surrendered, but otherwise will be taxed on the options according
to the rules described above for NQSOs. The number of shares acquired
upon exercise that is equal in number to the shares surrendered will
have a basis equal to the basis of the shares surrendered, and the
holding period for such shares will include the holding period for the
share surrendered. Any additional shares received will have a basis
equal to the fair market value of such shares when received, and the
holding period for such shares will begin on such date. If the shares
delivered in payment of the option price were previously acquired by the
employee through the exercise of an ISO ("ISO Stock"), then the shares
acquired in exchange for such ISO Stock will be treated as ISO Stock.
The following rules should apply with respect to the exercise of any
ISO by the surrender of previously owned shares of Company Common Stock.
If an employee exercises an ISO with shares of Company Common Stock or
ISO Stock for which the applicable holding requirements have been met,
in general, (i) no gain or loss will be recognized as a result of the
exchange, (ii) the number of shares acquired upon exercise that is equal
in number to the shares surrendered will have a basis equal to the
shares surrendered and (except for purposes of determining whether a
disposition will be a disqualifying disposition) will have a holding
period that includes the holding period for the shares surrendered, and
(iii) any additional shares acquired will have a zero basis and will
have a holding period that begins on the date of exchange. If the shares
surrendered in payment of the option price are statutory option stock
(including ISO Stock) and the applicable holding period for such
statutory stock has not been met, such surrender will constitute a
disqualifying disposition and any gain realized on such transfer will be
taxable to the employee, as discussed above. If any of the shares so
acquired are disposed of within two (2) years from the date of the grant
of the ISO or within one (1) year after exercise, the shares with the
lowest basis will be deemed to be disposed of first, and such
disposition will be a disqualifying disposition that may give rise to
ordinary income as discussed above.
SARS. An employee will not recognize any income, and the Company
will be entitled to a deduction, upon the grant of a SAR. Upon exercise
of a SAR, the amount of any cash and the fair market value as of the
date of exercise of any shares of Company Common Stock received by the
employee will be taxable to the employee as ordinary income, and the
Company will be entitled to a corresponding deduction. Upon a sale of
shares of Company Stock acquired pursuant to the exercise of SARs, an
employee generally will recognize capital gain or loss in an amount
equal to the difference between the amount realized on such sale and the
employee s basis in such shares.
RESTRICTED STOCK. An employee generally will not recognize any
income upon the receipt of a restricted stock award unless the employee
elects under Section 83(b) of the Code within thirty (30) days of
acquiring the restricted stock, to recognize ordinary income in an
amount equal to the excess of the fair market value of such shares at
the time of receipt (determined without regard to any restriction on
such shares other than a restriction which by its terms will lapse) over
the amount, if any, paid for such shares. The Company will be entitled
to a corresponding deduction at the time when, and in the amount that,
the employee recognizes ordinary income. If shares in respect of which
such election was made are later forfeited, no tax deduction is
allowable to the employee for the amount previously included in income,
and the Company will be deemed to recognize ordinary income equal to the
amount of the deduction taken by the Company at the time of the election
in respect of such forfeited shares. If the election is not made, the
employee generally will recognize ordinary income, when the shares are
no longer subject to a substantial risk of forfeiture (as defined in the
Code), in an amount equal to the excess of the fair market value of the
shares on such date over the amount, if any paid for such shares. The
Company will be entitled to a corresponding deduction at the time when,
and in the amount that, the employee recognizes ordinary income.
GENERAL. The foregoing summary of Federal tax consequences assumes
that the disposition of shares received pursuant to the Plan would not
subject the employee to liability under Section 16(b) of the Exchange
Act. Section 16(b) of the Exchange Act generally does not impose Section
16(b) liability upon the sale shares following exercise of an option,
SAR or performance unit award if the sale of such shares took place more
than six (6) months following the date of grant of the option, SAR or
performance unit award (provided that no other purchases have been made
six (6) months or after such a sale).
There have been no benefits or amounts allocated under the Amended
Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
STOCKHOLDER PROPOSALS FOR THE 1998 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 7,
1997. 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 24, 1997
TOKHEIM CORPORATION
1992 STOCK INCENTIVE PLAN
SECTION 1.
GENERAL
1.1 Effective Date and Purpose. Tokheim Corporation, an
Indiana corporation ("Tokheim"), has established the
TOKHEIM CORPORATION 1992 STOCK INCENTIVE PLAN (the
"Plan") effective as of December 15, 1992 (the
"Effective Date"), and approved by the holders of a
majority of the shares of Tokheim stock entitled to
vote at the Annual Meeting of Tokheim Stockholders
held April 14, 1993. The purpose of the Plan is to
promote the long-term financial performance of
Tokheim by (a) attracting and retaining executive
and other key employees of Tokheim and its
Subsidiaries (as defined in subsection 2.1) who
possess outstanding abilities with incentive
compensation opportunities which are competitive
with those of other similar corporations; (b)
motivating such employees to further the long-range
goals of Tokheim; and (c) furthering the identity of
interests of participating employees and Tokheim
stockholders through opportunities for increased
management ownership of Tokheim Common Stock.
1.2 Plan Administration. The Plan shall be administered
by the Committee (as described below). In addition
to those rights, duties, and powers vested in the
Committee by other provisions of the Plan, the
Committee shall have sole authority to:
(a) Determine the employees of Tokheim and its
Subsidiaries to whom options shall be granted,
when such options shall be granted, and the
number of shares and the terms upon which such
options shall be granted;
(b) Interpret the provisions of the Plan;
(c) Adopt, amend, and rescind rules and regulations
for the administration of the Plan;
(d) Impose such limitations, restrictions, and
conditions upon grants and awards under the
Plan as it shall deem appropriate; and
(e) Make all other determinations deemed by it to
be necessary or advisable for the
administration of the Plan;
provided that the Committee shall exercise its
authority in accordance with the provisions of the
Plan. The Committee may not exercise its authority
at any time that it has fewer than two members. The
Committee may meet by telephonic connection. The
Committee shall exercise its authority only by a
majority vote of its members at a meeting or by a
writing without a meeting.
At any date, the members of the Committee shall
be those members of the Compensation Committee of
the Board of Directors of Tokheim who are
Disinterested Persons; that is, those members who
have not, during the one year prior to service on
the Committee, or during such service, been granted
or awarded equity securities pursuant to this Plan
or any other plan of the Company or any of its
affiliates. From time to time the Board may
increase the size of the Committee and appoint
additional members thereof, remove members, and
appoint new members in substitution, but in all
events such new members shall be Disinterested
Persons.
1.3 Shares Available. The sum of the number of shares
of Tokheim Common Stock for which Incentive Stock
Options ("ISOs") and Nonqualified Stock Options
("NSOs") (both as defined in subsection 3.1) may be
granted may not exceed 350,000. If all or a portion
of an ISO or NSO expires or is terminated without
having been exercised in full and without having
been surrendered to exercise any related Stock
Appreciation Right ("SAR") (as defined in subsection
4.1), then the number of shares which are forfeited
or not purchased shall again be available for
purposes of making grants under this Plan. The
shares of Tokheim Corporation delivered pursuant to
the Plan shall be authorized but unissued shares or
reacquired shares held by Tokheim as treasury shares
(including shares purchased in the open market). In
the event of a merger, consolidation,
reorganization, recapitalization, stock dividend,
stock split or other similar change in the corporate
structure or capitalization of Tokheim which affects
the Tokheim Common Stock, appropriate adjustment, as
determined by the Board of Directors of Tokheim (or
its successor), shall be made with respect to the
number and kinds of shares (or other securities)
which may thereafter be awarded or be subject to
options under the Plan. Agreements evidencing
grants and awards under the Plan shall be subject to
and shall provide for appropriate adjustments, as
determined by the Board of Directors or Tokheim (or
its successor) in the event of such change in the
corporate structure or capitalization of Tokheim
occurring after the date of grant or award.
1.4 Term, Amendment, and Termination of Plan. Grants
and awards may not be made under the Plan after the
earlier of December 14, 2002 or the termination date
of the Plan. The Board of Directors of Tokheim may
amend or terminate the Plan at any time except that,
without the approval of the holders of a majority of
Tokheim stock entitled to vote at a duly held
meeting of such stockholders, the Board may not:
(a) Increase the number of shares of Common Stock
which may be issued under the Plan except as
provided in subsection 1.3;
(b) Reduce the minimum option price under any stock
option, except as provided in subsection 1.3;
(c) Increase the maximum period during which
Incentive Stock Options, Nonqualified Stock
Options, and Stock Appreciation Rights may be
exercised;
(d) Extend the term of the Plan; and
(e) Amend the standards for participation described
in Section 2.
In addition, the Committee may amend or modify
any outstanding option in any manner to the extent
that the Committee would have had the authority to
initially grant such options as so modified or
amended, including, without limitation, to change
the date or dates as of which an option becomes
exercisable. Provided, no modification shall be
permitted where such modification would be
considered as the granting of a new option.
Amendment or termination of the Plan shall not
affect the validity of terms of any grant or award
previously made to a Participant in any way which is
adverse to the Participant without the consent of
the Participant.
1.5 Compliance with Applicable Law. The Committee may
postpone any exercise of an ISO, NSO, or SAR for
such time as the Committee in its discretion may
deem necessary in order to permit Tokheim (a) to
effect or maintain registration of the Plan or
Common Stock issuable pursuant to the Plan under the
Securities Act of 1933, as amended, or the
securities laws of any applicable jurisdiction; (b)
to take any action necessary to comply with
restrictions or regulations incident to the
maintenance of a public market for Tokheim Common
stock; or (c) to determine that no action referred
to in (a) or (b) above needs to be taken. Tokheim
shall not be obligated to issue shares upon exercise
of an ISO, NSO, or SAR in violation of any laws,
regulation, or rule of a stock exchange. Any such
postponement shall not extend the term of an ISO,
NSO, or SAR. Neither Tokheim nor its directors or
officers shall have any obligation or liability to
any Participant (or successor in interest) because
of the loss of rights under any grant or award under
the Plan due to postponements pursuant to this
subsection.
1.6 Withholding Taxes. Tokheim and its Subsidiaries
shall have the right to deduct from any cash payment
made pursuant to the Plan the amount of any tax
required by law to be withheld from that payment.
Tokheim and its Subsidiaries shall have the right to
require payment, in cash or in equivalent value in
Tokheim Common Stock, from any person entitled to
receive Tokheim Common Stock pursuant to the Plan,
of the amount of any tax required by law to be
withheld with respect to that stock prior to its
delivery.
SECTION 2.
PLAN PARTICIPATION
2.1 Participation Designations. The Committee may, at
any time, designate any officer or key employee of
Tokheim or of a Subsidiary to be a Participant. For
purposes of the Plan, the term "Subsidiary" means
any corporation of which, at any date, Tokheim owns
directly, or indirectly through an unbroken chain of
subsidiary corporations, stock possessing 50 percent
or more of the total combined voting power of all
classes of stock of that corporation.
2.2 Participation Is Not a Contract of Employment. The
Plan does not constitute a contract of employment.
Participating in the Plan does not give any employee
the right to be retained in the employ of Tokheim or
a Subsidiary and does not limit in any way the right
of Tokheim or a Subsidiary to change the duties or
responsibilities of any employee.
SECTION 3.
STOCK OPTIONS
3.1 Grantees. The Committee may, at any time, designate
a Participant to receive an Incentive Stock Option
or Nonqualified Stock Option (each as defined below)
whether or not the Participant has previously
received a grant under the Plan. For purposes of
the Plan, the term "Incentive Stock Option" means an
option to purchase Tokheim Common Stock which meets
the requirements of Section 422 of the Internal
Revenue Code of 1954, as amended (the "Code"), and
the term "Nonqualified Stock Option" means an option
to purchase Tokheim Common Stock which is not an
Incentive Stock Option. Each ISO and NSO granted
under the Plan shall be evidenced by an agreement
between the Participant and Tokheim. The provisions
of each agreement shall be determined by the
Committee in accordance with the provisions of the
Plan. A Participant shall not have any rights of a
stockholder of Tokheim Common Stock with respect to
shares subject to an ISO or NSO until such shares
are purchased upon exercise of the option.
3.2 Number of Shares Optioned and Option Price. The
Committee shall, subject to the limitations of
subsection 1.3 and this Section 3, determine the
number of shares of Tokheim Common Stock which may
be purchased and the option price of each share on
exercise of each ISO and NSO granted under the Plan.
To the extent that the aggregate Fair Market Value
of stock with respect to which ISOs are exercisable
for the first time by any Participant during any
calendar year exceeds $100,000, such options shall
be treated as NSOs. The foregoing limitation shall
be applied by taking options into account in the
order in which they were granted. Provided, in the
event and to the extent limits on the maximum number
of shares for which ISOs may be granted under
Section 422 shall be increased, the maximum number
of shares or amount for which ISOs may be granted
under this Plan and other plans shall be similarly
increased. The option price of each share under an
ISO or NSO shall not be less than 100 percent of the
Fair Market Value of a share of Tokheim Common Stock
on the date the option is granted. For purposes of
the Plan, the term "Fair Market Value" means the
unweighted mean of the high and low prices of a
share of Tokheim Common Stock, on the first date
that the stock was so traded which next precedes the
date as of which the determination is being made, as
reported by the New York Stock Exchange.
3.3 Exercise of Options and Payments. Each ISO and NSO
shall become exercisable in full at such time, or in
such portions at such times, as the Committee
determines, subject to the following provisions of
this subsection 3.3. No ISO or NSO granted to a
Participant shall be exercisable prior to the first
anniversary of the date that the option was granted
except, in the discretion of the Committee, if the
Participant's employment with Tokheim and all of its
Subsidiaries terminates by reason of death,
disability (as defined in section 37(c)(3) of the
Code), or retirement (as described in subsection
3.4(d)). During any period that an ISO or NSO is
exercisable, it may be exercised by delivering a
written notice to Tokheim at its principal office by
registered or certified mail, or in person, or by
facsimile, stating the number of shares with respect
to which the option is being exercised and
specifying a date not less than five nor more than
15 days after the receipt of such notice on which
the shares will be taken up and payment made
therefor. Payment may be made in (a) cash or (b) in
the event the Committee does not prohibit such an
exchange, in shares of Tokheim Common Stock with an
aggregate Fair Market Value on the date of exercise
equal to the purchase price, or in any combination
of cash and such shares.
3.4 Termination of Options. Each ISO and NSO shall
terminate and not be exercisable after the date
determined by the Committee, which date shall not be
later than the earliest of (a) the tenth anniversary
of the date that the option was granted; (b) the
date the Participant's employment with Tokheim and
all Subsidiaries terminates for reasons other than
described in (c) or (d) next following; (c) the
first anniversary of the date the Participant's
employment with Tokheim and all Subsidiaries
terminates on account of death or disability; or (d)
the first anniversary of the Participant's
retirement, as approved by the Committee, from
employment by Tokheim or a Subsidiary. Exercise of
an option pursuant to Section 3.4(d) more than three
(3) months after termination of employment shall not
qualify for ISO tax treatment in the hands of the
Participant.
3.5 Transferability. Each ISO and NSO granted to a
Participant may not be transferred by the
Participant except by will or the laws of descent
and distribution and may be exercisable during the
Participant's lifetime only by the Participant.
3.6 Change in Control. Notwithstanding any provision to
the contrary contained herein or contrary
limitations imposed upon an option by the Committee,
any stock option granted pursuant to the Plan shall,
in the case of a change in control ("Change in
Control"), as hereinafter defined, become fully
exercisable as to all shares of stock from and after
the date of such Change in Control and shall,
subject to the provisions of Section 3.4(a), above,
remain exercisable for a period of three (3) months
following the employee's termination of employment
with Tokheim if said termination occurs within six
(6) months after the date of the Change in Control.
The term "Change in Control" shall mean a
Change in Control of a nature such that (1) it would
be required to be reported by a person or entity
subject to the reporting requirements of Section
14(a) of the Securities Exchange Act of 1934, or
successor provisions thereto, as in effect on the
date hereof, (2) "person" or "group" (as those terms
are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934) is or becomes the
"beneficial owner" (as defined in Rule 13(d)-3
issued under the Securities Exchange Act), directly
or indirectly, of securities of Tokheim,
representing in excess of thirty percent (30%) of
the voting securities of Tokheim, then outstanding,
followed by the election by said person or group of
one or more representatives to the Board of
Directors of Tokheim; (3) a person or group, as
hereinabove defined, is or becomes the beneficial
owner, directly or indirectly, of securities of
Tokheim, representing in excess of fifty percent
(50%) of the voting securities of Tokheim, then
outstanding, whether or not followed by the election
by said person or group of one or more
representatives to the Board of Directors of
Tokheim; or (4) any other event, including but not
limited to those set forth in paragraphs (1) through
(3) above, which shall have the effect of placing
control of the business and affairs of Tokheim in a
person or group as hereinabove defined, other than
or different from the present stockholders of
Tokheim. Provided, no Change in Control shall be
deemed to have occurred for purposes of this Plan if
a majority of the members of the Board of Directors
of Tokheim approves of the events which would
otherwise constitute a Change in Control within
thirty (30) days thereof.
SECTION 4.
STOCK APPRECIATION RIGHTS
4.1 Grantees. The Committee may, at the time a stock
option is granted under Section 3 to a Participant
or at any time thereafter, designate that
Participant to be granted, in conjunction with that
stock option, a Stock Appreciation Right (as defined
below). No Stock Appreciation Right may be granted
in conjunction with a previously granted ISO without
the written consent of the affected Participant.
For purposes of the Plan, the term "Stock
Appreciation Right" means a right to surrender all
or a portion of a stock option and receive, in
exchange, payment of an amount no greater than the
excess of the Fair Market Value (as defined in
subsection 3.2) of one or more shares of Tokheim
Common Stock determined on the date the right is
exercised over the Fair Market Value of the same
number of shares of Tokheim Common Stock determined
on the date the related stock option was granted.
Each SAR granted under the Plan shall be evidenced
by an agreement between the Participant and Tokheim.
The provisions of each agreement shall be determined
by the Committee in accordance with the provisions
of the Plan.
4.2 Terms of SARs. The Committee shall determine the
number of shares of Tokheim Common Stock and the
percentage (not more than 100 percent) or maximum
amount of the increase in Fair Market Value of those
shares over the relevant period upon which payment
of each SAR at exercise shall be based. Each SAR
may be exercisable at any date with respect to no
more than the number of shares for which the related
stock option is exercisable on that date. Each SAR
issued in conjunction with an ISO may be exercisable
only when there has been an increase in Fair Market
Value of the shares over the relevant period. If a
Participant to whom an SAR has been granted is
subject to Section 16 of the Securities Exchange Act
of 1934, as amended, the Committee may, at any time,
impose such conditions and limitations upon such SAR
as the Committee deems necessary or desirable for
the Participant to comply with or obtain an
exemption from such Section 16 and applicable rules
and regulations. The terms of an SAR may include
such other conditions and limitations upon exercise
as the Committee deems desirable.
4.3 Exercise of SARs and Payment. During any period
that an SAR is exercisable, it may be exercised by
delivering a written notice to Tokheim at its
principal office by registered or certified mail, or
in person, which specifies the extent to which the
SAR is being exercised. Payment to the Participant
shall be made as soon as practicable after exercise
of the SAR and may be made in cash, in shares of
Tokheim Common Stock with an aggregate Fair Market
Value on the date of exercise equal to the amount to
be paid, or in any combination of cash and such
shares. Upon exercise of an SAR, the right to
exercise the related stock option shall
automatically be terminated to the same extent that
the SAR was exercised.
4.4 Termination of SARs. Each SAR shall terminate and
not be exercisable after the same date that the
related stock option terminates.
4.5 Transferability. Each SAR granted to a Participant
may not be transferred by the Participant except
together with the related stock option and except by
will or the laws of descent and distribution and may
be exercisable during the Participant's lifetime
only by the Participant.
SECTION 5.
RESTRICTED STOCK AWARDS
5.1 Grantees. The Committee may, at any time, designate
a Participant to receive a Restricted Stock Award
(as defined below) whether or not the Participant
has previously received an award under the Plan.
For purposes of the Plan, the term Restricted Stock
Award ("RSA") means the right to receive, at
specified times and subject to specified conditions,
shares of Tokheim Common Stock which may bear such
restrictions and/or restrictive endorsements as the
Committee determines. Each RSA shall be evidenced
by an agreement between the Participant and Tokheim.
The provisions of each agreement shall be determined
by the Committee in accordance with the provisions
of the Plan.
5.2 Grants of Restricted Stock Awards. The sum of the
number of shares of Tokheim Common Stock from which
RSAs may be granted may not exceed 50,000. The
Committee shall, subject to the foregoing
limitation, determine the number of shares of
Tokheim Common Stock which may be awarded and the
conditions which must be met for award and delivery
of the shares to the Participant under each RSA
granted under the Plan. An RSA may provide, in the
discretion of the Committee, for the issuance of the
shares which may be awarded under the RSA in the
name of the Participant subject to the following
restrictions:
(a) The shares may not be sold, transferred,
pledged, or otherwise assigned or encumbered by
the Participant except by will or the laws of
descent and distribution;
(b) Each stock certificate shall be registered in
the name of the Participant and deposited with
the Secretary of Tokheim until all conditions
upon final issuance shall have been satisfied;
(c) Dividends paid on the shares shall be paid to
the Participant at such times and under such
conditions as the Committee shall determine;
and
(d) The shares and dividends which have not been
distributed to the Participant shall be subject
to forfeiture in accordance with subsection
5.4.
Subject to the foregoing restrictions, the
Participant shall have all of the rights of a holder
of Tokheim Common Stock with respect to the shares
issued to him or her under this subsection 5.2.
5.3 Distribution of Shares. Subject to the provisions
of subsection 5.4, each RSA shall provide for the
distribution of the awarded shares of Tokheim Common
Stock free of all restrictions to the Participant
or, in the event of the Participant's death, the
person or persons to whom the RSA was transferred by
will or the laws of descent and distribution.
Distribution shall be provided for at such time or
times during the period beginning on the first
anniversary and ending on the tenth anniversary of
the date of grant of the RSA as the Committee shall
determine except that, in the discretion of the
Committee, distribution may be provided for prior to
the first anniversary if the Participant's
employment with Tokheim and all Subsidiaries
terminates on account of death, disability, or
retirement (as described in subsection 3.4(d)).
Notwithstanding anything to the contrary contained
in this Section 5, in the event of a Change in
Control, as previously defined, the restrictions
imposed hereunder shall lapse with respect to all
RSAs.
5.4 Forfeiture. Each RSA shall provide that Participant
shall forfeit all rights under the RSA, all shares
of Tokheim Common Stock issued pursuant to the RSA
which have not been distributed to the Participant
free of all restrictions, and all undistributed
amounts credited to the Participant with respect to
dividends paid on Tokheim Common Stock pursuant to
the RSA if:
(a) The Participant's employment with Tokheim and
all Subsidiaries terminates for any reason
other than death, disability, retirement (as
described in subsection 3.4(d)), or other
reasons determined by the Committee which
should not cause forfeiture; or
(b) The conditions, if any, specified in the RSA
are not fully satisfied within the prescribed
time.
PROXY TOKHEIM CORPORATION PROXY
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS, APRIL 18, 1997
Gerald H. Friedling and Walter S. Ainsworth, or either of them, each with
the power of substitution and revocation, are hereby authorized to represent
the undersigned, with all powers which the undersigned would possess if
personally present, to vote the shares of common stock and convertible
preferred stock of Tokheim Corporation held on record by the undersigned on
February 7, 1997 at the Annual Meeting of Stockholders to be held on
April 18, 1997 in the Company's offices at 10501 Corporate Drive, Fort Wayne,
Indiana, at 10:00 a.m., and at any postponement or adjournment thereof.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IN THE ABSENCE OF SPECIFIC
DIRECTIONS, SAID PROXY IS AUTHORIZED TO VOTE "FOR" ITEMS 1, 2 AND 3.
( ) Check here for address change. ( ) Check here if you
plan to attend the
meeting.
New Address: ___________________________
________________________________________
________________________________________
(Continued and to be signed on reverse side.)
<TABLE>
<CAPTION>
STANDARD FINANCIAL, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY (X)
<S> <C> <C> <C> <C> <C> <C>
FOR WITHHELD FOR ALL FOR AGAINST ABSTAIN
ALL ALL EXCEPT ( ) ( ) ( )
1. Election of Directors ( ) ( ) ( ) 2. To elect Coopers &
Nominees: Robert M. Lybrand as the
1997 Akin, III, James K. Baker, independent auditors
P and Richard W. Hansen for the 1997 fiscal year.
R
O _________________________________
X (Except Nominee(s) written above) FOR AGAINST ABSTAIN
Y 3. To amend 1992 Stock ( ) ( ) ( )
Incentive Plan as set
forth in the Proxy
Statement.
FOR AGAINST ABSTAIN
4. To transact any other ( ) ( ) ( )
business that may
properly come before
the meeting.
Dated: ________________, 1997
Signature(s) _______________________
____________________________________
Please vote, sign, date, and
return this proxy card promptly
using the enclosed envelope.
</TABLE>
