TOKHEIM CORPORATION
FORT WAYNE, INDIANA
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 17, 1998
TO THE SHAREHOLDERS OF TOKHEIM CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Tokheim Corporation, an Indiana corporation, will be held in the
corporate offices at 10501 Corporate Drive, Fort Wayne, Indiana 46845,
on Friday, April 17, 1998, at 9:30 a.m., Eastern Standard Time, for the
following purposes:
1. To elect three directors for three-year terms; to elect one
director for a one-year term.
2. To consider and act upon a proposal recommended by the Board of
Directors to elect Coopers & Lybrand L.L.P. as the independent
auditors for the 1998 fiscal year.
3. To transact any other business that may properly come before
the meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on February
13, 1998, as the record date for the determination of shareholders
entitled to notice of and to vote at the meeting.
The Annual Report of the Company for the fiscal year ended November
30, 1997, including financial statements, has been mailed to all
shareholders, and your Board of Directors urges you to read it.
By Order of the Board of Directors,
\s\ Norman L. Roelke, Secretary
March 16, 1998
YOUR VOTE IS IMPORTANT
The Board of Directors considers the vote of each
shareholder 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
Shareholders to be held April 17, 1998, at 9:30 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.
The Company will bear the cost of any solicitation.
The Company's mailing address is P.O. Box 360, Fort Wayne, IN 46801.
The Annual Meeting of Shareholders 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
Shareholders, are first being mailed to shareholders on March 16, 1998.
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.
Shareholders of record at the close of business on February 13, 1998,
are entitled to notice of and to vote at the meeting. On that date,
there were 8,298,023 shares of Common Stock outstanding, each share
entitled to 1 vote, and 771,263 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 shareholder 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 By-Laws 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 to be transacted at the meeting. 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 groups of directors, each group being elected for a three-year
term. Four directors are to be elected at the 1998 Annual Meeting, three
directors at the 1999 Annual Meeting, and three directors at the 2000
Annual Meeting. Subject to the right of shareholders 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 1998 Annual Meeting, except
Leo J. Hawk, have been serving as directors and were elected by vote of
the shareholders. Walter S. Ainsworth is being nominated for a one-year
term. Mr. Ainsworth will be 70 years old prior to the 1999 Annual
Meeting and, pursuant to Company policy with respect to service on the
Board of Directors, may only be nominated to serve until the 1999 Annual
Meeting. Information as to the nominees and each of the current
directors whose term continues after the Annual Meeting follows:
NOMINEE FOR ELECTION TO SERVE UNTIL THE 1999 ANNUAL MEETING
COMMON SHARES
PRINCIPAL OCCUPATION BENEFICIALLY
OR EMPLOYMENT AND DIRECTOR OWNED AS OF
DIRECTORSHIPS AGE SINCE FEBRUARY 13, 1998
------------- --- ----- -----------------
WALTER S. AINSWORTH..................... 69 1992 4,414
Retired; former 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.
NOMINEES FOR ELECTION TO SERVE UNTIL THE 2001 ANNUAL MEETING
COMMON SHARES
PRINCIPAL OCCUPATION BENEFICIALLY
OR EMPLOYMENT AND DIRECTOR OWNED AS OF
DIRECTORSHIPS AGE SINCE FEBRUARY 13, 1998
------------- --- ----- -----------------
B. D. COOPER............................ 55 1993 2,800
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.
LEO J. HAWK .......................... 64 N/A -0-
Chairman of the Board of Superior
Metal Products, Inc., since 1992. He
was President and CEO, from 1984 to
1992, of Superior Metal Products,
Inc., which manufactures functional
and decorative hardware for major
appliance, office furniture, and
automotive industries.
DOUGLAS K. PINNER.................... 57 1992 80,344
President and Chief Executive
Officer of the Company since 1992
and Chairman of the Board of the
Company since 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.
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
DIRECTORS WHOSE TERMS EXPIRE AT THE 1999 ANNUAL MEETING
COMMON SHARES
PRINCIPAL OCCUPATION BENEFICIALLY
OR EMPLOYMENT AND DIRECTOR OWNED AS OF
DIRECTORSHIPS AGE SINCE FEBRUARY 13,1998
------------- --- ----- ----------------
GERALD H. FRIELING, JR. ................ 67 1989 6,400
Former Chairman of the Board of the
Company from 1991 to 1996. He was
Chief Executive Officer of the
Company from 1991 to 1992; 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 a director of
CTS Corporation.
DR. WINFRED M. PHILLIPS................ 57 1986 2,600
Dean, College of Engineering and
Associate Vice President,
Engineering and Industrial
Experiment Station of the University
of Florida.
IAN M. ROLLAND.......................... 64 1981 3,125
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.
DIRECTORS WHOSE TERMS EXPIRE AT THE 2000 ANNUAL MEETING
ROBERT M. AKIN, III................... 62 1993 3,800
Retired; former 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.................... 66 1993 2,600
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...................... 60 1995 6,400
Chairman, President, and Chief
Executive Officer since 1977 of
Furnas Electric Company, a leading
manufacturer of industrial
electrical and electronic motor
control products.
BOARD OF DIRECTORS AND BOARD COMMITTEES
The Company's Board of Directors held seven 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 James K. Baker, 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. Baker, unable to attend several meetings because of other business
commitments, did attend 71% of the scheduled meetings.
AUDIT COMMITTEE. The Audit Committee, which consists of four
non-employee directors, met four 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 shareholders. 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: B. D. Cooper; Gerald H. Frieling, Jr.; Dr.
Winfred M. Phillips; and Ian M. Rolland.
COMPENSATION COMMITTEE. The Compensation Committee, which consists of
three non-employee directors, met three 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 four 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
shareholders 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; James K. Baker; B. D. Cooper;
and Gerald H. Frieling, Jr.
TECHNICAL COMMITTEE. The Technical Committee, which consists of four
non-employee directors, met four 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, III; 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.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
---------------------------- ----------------------------------------
OTHER
ANNUAL SECURITIES ALL
COMPEN- RESTRICTED UNDERLYING OTHER
NAME AND SALARY BONUS SATION STOCK OPTIONS/ COMPENSA-
PRINCIPAL POSITION YEAR ($) ($) ($) AWARDS($) SARS(#) TION ($)(1)
- ---------------------------- ---- -------- -------- ---------- ---------- ---------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Douglas K. Pinner 1997 $373,333 $190,000 $ 4,763(2) $462,500(3) 105,000 $ 67,705(4)
Chairman, President, and 1996 297,917 120,000 2,893(2) -- -- 33,378
Chief Executive Officer 1995 272,917 30,000 1,880(2) -- -- 24,435
John A. Negovetich 1997 $210,000 $ 84,000 $ 11,603(5) $138,750(6) 30,000 $ 20,866(7)
Executive Vice President 1996 177,690 60,000 58,486(5) -- -- 7,543
Finance & Administration
and Chief Financial Officer
Jacques St-Denis 1997 $175,000 $ 70,000 $ 39,589(8) $138,750(9) 50,000 $ 14,323(10)
Executive Vice President, 1996 148,750 30,000 45,426(8) -- -- 10,211
Operations
Norman L. Roelke 1997 $139,167 $ 45,000 $ 942(11) $ 46,250(12) 20,000 $ 19,234(13)
Vice President, Secretary,
and General Counsel
Scott A. Swogger 1997 $119,961 $ 25,000 $ 443(14) -- 18,000 $ 10,636(15)
President, Tokheim U.S.
</TABLE>
4) In accordance with the rules of the Securities and Exchange
Commission, a description of the amounts related to fiscal years 1996
and 1995 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.
5) Represents taxes paid on Mr. Pinner's behalf in 1997, 1996, and
1995.
3) Represents restricted stock award grant of 25,000 shares at closing
market price of $18.50 on date of grant.
4) Includes Company contributions to the Retirement Savings Plan of
$8,250; term life insurance premiums of $9,391; and $50,064 estimated
present value of cash surrender value to be received in future years.
5) Represents taxes paid on Mr. Negovetich's behalf in 1997. In 1996,
the amount represents a signing bonus of $20,000; relocation
reimbursements of $29,451; and taxes of $9,035 paid on Mr.
Negovetich's behalf.
6) Represents restricted stock award grant of 7,500 shares at closing
market price of $18.50 on date of grant.
7) Includes Company contributions to the Retirement Savings Plan of
$4,000; term life insurance premiums of $3,792; and $13,074 estimated
present value of cash surrender value to be received in future years.
8) Represents taxes paid on Mr. St-Denis' behalf of $728; foreign
service pay of $36,692; and $2,169 in spousal travel in 1997. In
1996, the amount represents a foreign service 2assignment bonus of
$45,000 and taxes of $426 paid on Mr. St-Denis' behalf.
9) Represents restricted stock award grant of 7,500 shares at closing
market price of $18.50 on date of grant.
10) Includes Company contributions to the Retirement Savings Plan of
$8,250; term life insurance premiums of $1,437; and $4,636 estimated
present value of cash surrender value to be received in future years.
11) Represents taxes paid on Mr. Roelke's behalf in 1997.
12) Represents restricted stock award grant of 2,500 shares at
closing market price of $18.50 on date of grant.
13) Includes Company contributions to the Retirement Savings Plan of
$8,250; term life insurance premiums of $1,857; and $9,127 estimated
present value of cash surrender value to be received in future years.
14) Represents taxes paid on Mr. Swogger's behalf in 1997.
15) Includes Company contributions to the Retirement Savings Plan of
$7,696; term life insurance premiums of $874; and $2,066 estimated
present value of cash surrender value to 2be received in future
years.
During the fiscal year ended November 30, 1997, Douglas K. Pinner was
granted 105,000 shares in stock options at an exercise price of $8.688.
John A. Negovetich was granted 30,000 shares in stock options at an
exercise price of $8.688. Jacques St-Denis was granted 20,000 shares in
stock options at an exercise price of $7.938 and 30,000 shares at an
exercise price of $8.688. Norman L. Roelke was granted 20,000 shares in
stock options at an exercise price of $8.688. Scott A. Swogger was
granted 3,000 shares in stock options at an exercise price of $7.938 and
15,000 shares at an exercise price of $8.688. No other options or Stock
Appreciation Right2s (SARs) were granted to, nor were any SARs exercised
by, the executive officers named in the table above.
The following table sets forth information regarding stock options
exercised during fiscal 1997 and unexercised options held as of the end
of fiscal year 1997 and valued as of the Record Date.
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTIONS/SAR VALUES
<TABLE>
<CAPTION>
Securities Value of
Underlying Unexercised
Unexercised In-The-Money
Options/SARs Options/SARs
Shares at Fiscal at Fiscal
Acquired Value Year-End (#) Year-End ($)
on Exercise Realized Exercisable(E)/ Exercisable(E)/
Name (#) ($) Unexercisable(U) Unexercisable(U)
---- ----------- -------- ---------------- ----------------
<S> <C> <C> <C> <C>
Douglas K. Pinner 115,322 $891,768 -0-(E) -0-(E)
105,000(U) $859,635(U)
John A. Negovetich -0- -0- 15,000(E) $146,250(E)
45,000(U) $391,830(U)
Jacques St-Denis -0- -0- 7,500 $57,029(E)
45,000(U) $379,665(U)
Norman L. Roelke 3,200 $ 35,261 13,250(E) $106,212(E)
23,750(U) $163,740(U)
Scott A. Swogger 2,500 $ 15,469 1,200(E) $ 6,703(E)
24,750(U) $216,038(U)
</TABLE>
COMPENSATION OF DIRECTORS
During fiscal year 1997, 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, 1997. Also, each non-employee
director of the Company was granted 1,000 shares of restricted stock in
lieu of a pay increase. In addition, Gerald H. Frieling, Jr., received
$10,000 each quarter as compensation for his services as Vice 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 reports 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 in control of the Company,
as defined in the agreements themselves. These benefits essentially
provide for continuing salary and fringe benefits for a period of time
in the event termination of employment occurs within 12 months from the
date of change in control. Mr. Pinner's agreement provides for the2se
benefits over a period of 36 months, while the executive officer
agreements provide for these benefits over a 24-month period. These
provisions are intended to keep the Company competitive in its
recruitment and retention of management personnel. Based upon the level
of current compensation of the named executive officers, as well as the
Chief Executive Officer, payments under these provisions would exceed
$100,000.
REPRICING OF OPTIONS
The Company has adopted a policy prohibiting the reissue or repricing
of any options granted under the Stock Incentive Plan.
COMPENSATION COMMITTEE REPORT
OVERVIEW
The Compensation Committee of the Board of Directors (the
"Committee") is responsible for the approval and administration of
compensation programs relating to the pay of all executive officers and
selected key management 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 shareholders, 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 management 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 studied various analyses of salary ranges for equivalent
positions within a suitable Peer Group. The Peer Group 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 established by
the Committee and approved by the Board of Directors. The President and
Chief Executive Officer submits the recommended remuneration for the
executive officers, operating under his control, to the Committee for
approval. Based on improved operating earnings, increased sales,
increased responsibilities as a result of the acquisition of Sofitam,
and an effort by the Committee to move the President and Chief Executive
Officer's salary to the mid-range for presidents and chief executive
officers of like manufacturing companies, Mr. Pinner's base salary for
1997 was increased 25%. When approving the compensation for all
executive officers, the Committee utilized the same factors and criteria
for determining Mr. Pinner's salary.
STOCK INCENTIVE PLAN
To further encourage superior financial results, the Company
implemented a Stock Incentive Program which was approved by the
shareholders at the 1993 Annual Shareholders Meeting and subsequently
amended at the 1997 Annual Shareholders Meeting to provide additional
shares for stock awards. The purpose of this program is to promote the
long-term financial performance of the Company by distributing stock
incentive awards to key management for attaining corporate and
individual objectives. 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.
During the year, Mr. Pinner was granted 25,000 shares of restricted
stock and an incentive stock option for 105,000 shares; Mr. Negovetich
was granted 7,500 shares of restricted stock and an incentive stock
option for 30,000 shares; Mr. St-Denis was granted 7,500 shares of
restricted stock and an incentive stock option for 50,000 shares;
Mr. Roelke was granted 2,500 shares of restricted stock and an
incentive stock option for 20,000 shares; and Mr. Swogger was granted
an incentive stock option for 18,000 shares.
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 shareholders. The bonuses under this plan are based on the
attainment of corporate objectives as stated in the Company's Business
Plan and approved by the Board of Directors. Mr. Pinner received a cash
bonus of $190,000, and Mr. Negovetich, Mr. St-Denis, and Mr. Roelke
received cash bonuses of $84,000, $70,000, and $45,000, respectively.
These bonuses were awarded for their performance during the fiscal year
and for attaining corporate and individual objectives.
COMMITTEE COMPOSITION
This Report is submitted by the members of the Compensation Committee
of the Board of Directors 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 shareholder return on Common Stock for the
last five fiscal years with the cumulative return Russell 2000 Index and
Peer Group:
Comparison of Five-Year Cumulative Total Return*
Tokheim Corporation, Russell 2000 Index, and Peer Group
(Performance results through 11/30/97)
<TABLE>
<CAPTION>
1992 1993 1994 1995 1996 1997
<S> <C> <C> <C> <C> <C> <C>
Tokheim Corp $100 $179.31 $131.03 $91.38 $112.07 $285.35
Russell 2000 Index $100 $118.91 $116.55 $149.70 $174.30 $213.0
Peer Group $100 $153.11 $151.54 $218.87 $283.06 $409.02
</TABLE>
Assumes $100 invested at the close of trading 11/90 in Tokheim
Corporation common stock, Russell 2000 Index, and Peer Group.
*Cumulative total return assumes reinvestment of dividends.
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 noted:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
COMMON PREFERRED EXERCISABLE
COMMON STOCK STOCK STOCK PERCENT
NAME STOCK IN THE RSP IN THE RSP OPTIONS OF CLASS
<S> <C> <C> <C> <C> <C>
Walter S. Ainsworth........4,414(1) - - - *
Robert M. Akin, III........3,800 - - - *
James K. Baker.............2,600 - - - *
B. D. Cooper.............. 2,800(2)(3) - - - *
Gerald H. Frieling, Jr.... 6,400 - - - *
Richard W. Hansen......... 6,400 - - - *
John A. Negovetich....... 10,500 104 107 15,000 *
Dr. Winfred M. Phillips... 2,600 - - - *
Douglas K. Pinner.........75,044 3,873 1,427 - *
Norman L. Roelke......... 5,464 713 2,123 13,250 *
Ian M. Rolland............ 3,125 - - - *
Jacques St-Denis..........11,897 408 1,228 7,500 *
Scott A. Swogger......... - 156 759 1,200 *
Executive Officers and
Directors as a Group
(13 persons)........... 135,044 5,254 5,644 36,950 2.2
</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 468 771,263(1) Preferred Stock 100.0
David L. Babson and Company, Inc.
One Memorial Drive, Suite 1100
Cambridge, Massachusett 893,400 Common Stock 10.8
The TCW Group, Inc.
865 South Figueroa Street
Los Angeles, California 544,200 Common Stock 6.6
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(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 Shareholders and that an
Audit Committee, comprised only of non-employee directors, shall
recommend independent auditors for consideration by the shareholders.
The Audit Committee has recommended selection of Coopers & Lybrand
L.L.P. as independent auditors for fiscal year 1998. In accordance with
that recommendation, the Board of Directors proposes adoption of the
following resolution:
RESOLVED, That Coopers & Lybrand L.L.P. be and hereby is
elected independent auditors to audit the accounts and records of
the Company for fiscal year 1998, 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. h2as 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 shareholders 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
SHAREHOLDER PROPOSALS FOR THE 1999 ANNUAL MEETING
Proposals of shareholders intended to be presented at the next Annual
Meeting must be received by the Secretary, Tokheim Corporation, P. O.
Box 360, Fort Wayne, IN 46801, not less than 50 days nor more than 90
days prior to the 1999 Annual Meeting of the Shareholders. Shareholder
proposals received by this deadline and complying with the Company's
By-Laws and all other relevant proxy regulations will be included in the
Company's Proxy Statement relating to the 1999 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,
/ s/ Norman L. Roelke, Secretary
March 16, 1998
