SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the fiscal year ended NOVEMBER 30, 1997
COMMISSION FILE NO.: 1-6018
A. FULL TITLE OF THE PLAN:
Retirement Savings Plan for Employees of
Tokheim Corporation and Subsidiaries
B. NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND
ADDRESS OF PRINCIPAL EXECUTIVE OFFICE:
Tokheim Corporation
10501 Corporate Drive
Fort Wayne, Indiana 46845
(219) 470-4600
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Trustee (or other persons who administer the employee benefit plan) has
duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Retirement Savings Plan for the
Employees of Tokheim Corporation
and Subsidiaries
DATE: May 28, 1998 BY: /s/ WILLIAM D. SHANK
--------------- --------------------
Vice President, Finance
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of Tokheim Corporation on Form S-8 (file No. 1-6018) of our report dated
April 30, 1998, on our audits of the financial statements and financial
statement schedules of the Retirement Savings Plan for Employees of Tokheim
Corporation and Subsidiaries as of November 30, 1997 and 1996, and for the
years ended November 30, 1997, 1996, and 1995, which report is included in
this Annual Report on Form 11-K.
Fort Wayne, Indiana
May 29, 1998
RETIREMENT SAVINGS PLAN FOR EMPLOYEES
OF TOKHEIM CORPORATION AND SUBSIDIARIES
FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 1997, 1996, AND 1995
CONTENTS
PAGE
Report of Independent Accountants 1
Financial Statements:
Statement of Net Assets Available for Plan Benefits
as of November 30, 1997 and 1996 2
Statement of Changes in Net Assets Available for Plan Benefits
for the years ended November 30, 1997, 1996, and 1995 3
Notes to Financial Statements 4-11
Supplemental Schedules:
Item 27a - Assets Held for Investment Purposes as of
November 30, 1997 12-13
Item 27d - Reportable Transactions for the year ended
November 30, 1997 14
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Employee Benefits Committee of the Retirement
Savings Plan for Employees of Tokheim Corporation and Subsidiaries:
We have audited the accompanying statement of net assets available for plan
benefits of the Retirement Savings Plan for Employees of Tokheim
Corporation and Subsidiaries (the Plan) as of November 30, 1997 and 1996,
and the related statement of changes in net assets available for plan
benefits for each of the three years in the period ended November 30, 1997.
These financial statements are the responsibility of the Plan Administrator
(the Company). Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for plan benefits as of
November 30, 1997 and 1996, and the changes in net assets available for
plan benefits for each of the three years in the period ended November 30,
1997, in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules included
at pages 12-14 are presented for the purpose of additional analysis and are
not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for reporting and disclosure under the Employee Retirement
Income Security Act of 1974. The supplemental schedules have been subjected
to the auditing procedures applied in the audits of the basic financial
statements and, in our opinion, are fairly stated in all material respects
in relation to the basic financial statements taken as a whole.
Fort Wayne, Indiana
April 30, 1998
Financial Statements
RETIREMENT SAVINGS PLAN FOR EMPLOYEES
OF TOKHEIM CORPORATION AND SUBSIDIARIES
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
As of November 30, 1997 and 1996
<TABLE>
<CAPTION>
ASSETS 1997 1996
------------ ------------
<S> <C> <C>
$ 83,783 $ 74,311
Cash
Receivables:
Contributions
Participants 42,204 71,648
Employer 203,550 4,141
Dividends 1,334
------------ ------------
245,754 77,123
------------ ------------
Investments, at fair value:
Loans to participants 933,455 736,272
Tokheim Corporation Common Stock 3,648,587 2,071,017
Tokheim Corporation Convertible
Preferred Stock 19,078,025 19,829,000
Marketable securities and other 12,244,128 9,284,108
------------ ------------
35,904,195 31,920,397
Guaranteed investment contracts, at contract value 7,538,604 7,330,339
------------ ------------
Total investments 43,442,799 39,250,736
------------ ------------
Total assets 43,772,336 39,402,170
------------ ------------
LIABILITIES
Notes payable 9,429,469 11,995,279
Interest payable 4,141
------------ ------------
Total liabilities 9,429,469 11,999,420
------------ ------------
Net assets available for plan benefits $ 34,342,867 $ 27,402,750
============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
Retirement Savings Plan for Employees
of Tokheim Corporation and Subsidiaries
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS For the
years ended November 30, 1997, 1996 and 1995
<TABLE>
<CAPTION>
1997 1996 1995
----------- ------------ ------------
Additions:
<S> <C> <C> <C>
Participant contributions $ 2,213,979 $ 2,190,804 $ 2,092,614
Employer contributions 2,413,348 2,474,401 2,284,188
Interest income 653,619 615,583 623,060
Dividend income 1,693,812 1,700,090 1,749,073
Net appreciation in fair value of investments 3,935,307 1,729,576 456,121
Transfers from other plans 2,770 284,119 181,936
----------- ------------ ------------
10,912,835 8,994,573 7,386,992
----------- ------------ ------------
Deductions:
Withdrawal and termination distributions 3,262,713 2,197,068 1,936,427
Interest expense 710,005 1,051,693 1,268,357
----------- ------------ ------------
3,972,718 3,248,761 3,204,784
----------- ------------ ------------
Net increase 6,940,117 5,745,812 4,182,208
Net assets available for plan benefits,
beginning of year 27,402,750 21,656,938 17,474,730
----------- ------------ ------------
Net assets available for plan benefits,
end of year $ 34,342,867 $ 27,402,750 $ 21,656,938
=========== ============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
NOTES TO FINANCIAL STATEMENTS, CONTINUED
RETIREMENT SAVINGS PLAN FOR EMPLOYEES
OF TOKHEIM CORPORATION AND SUBSIDIARIES
Notes to Financial Statements
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
a. INVESTMENT TRANSACTIONS AND VALUATIONS: Purchases and sales of
securities are accounted for as of the trade date. Gains and losses
realized upon the sale of securities are calculated by the
average-cost method. Investments are carried at fair values based
upon published market quotations, if available, and, if not
available, upon amounts estimated by the Trustee to be realizable by
comparison with securities having similar ratings, yields and
maturities. Investments in the Fixed Fund, which are comprised
primarily of guaranteed investment contracts, are carried at contract
value which approximates market value. Dividend income is accrued on
the ex-dividend date and interest income is accrued as earned. See
Note 3 regarding the valuation of preferred stock.
The Plan presents in the Statement of Changes in Net Assets Available
for Plan Benefits, the net appreciation in the fair value of
investments which consists of the realized gains, and the unrealized
appreciation of investments.
b. ADMINISTRATIVE EXPENSES: Costs of administering the Plan are borne by
the Company.
c. USE OF ESTIMATES: The preparation of the Plan's financial statements
in conformity with generally accepted accounting principles requires
the Plan Administrator to make estimates and assumptions that affect
the reported amounts of net assets available for benefits at the date
of the financial statements and the changes in net assets available
for benefits during the reporting period and, when applicable,
disclosures of contingent assets and liabilities at the date of the
financial statements. Actual results could differ from those
estimates.
d. RISKS AND UNCERTAINTIES AND INVESTMENT CONCENTRATIONS: The Plan
provides for various investment options in any combination of stocks,
fixed income securities, mutual funds, and other investment
securities. Investment securities are exposed to various risks, such
as interest rate, market, and credit risks. Due to the level of risk
associated with certain investment securities, it is at least
reasonably possible that changes in the values of investment
securities will occur in the near term and that such changes could
materially affect participants' account balances and the amounts
reported in the statement of net assets available for plan benefits.
Approximately 52% of plan investments are concentrated in Tokheim
Corporation Common and Preferred Stock.
2. DESCRIPTION OF PLAN:
The following description of the Retirement Savings Plan for Employees
of Tokheim Corporation and Subsidiaries provides only general
information. Participants should refer to the plan agreement for a more
complete description of the Plan's provisions.
a. PARTICIPANT CONTRIBUTIONS: Participants may elect to contribute 1% to
14% (in increments of 1%) of their salary to the Plan, as a
before-tax contribution. Contributions are paid to the Trustee as
each payroll is processed and are allocated to each participant's
before-tax contribution account as of the end of the quarter.
Participants may elect to have their contributions invested in
increments of 5% in any one or more of the investment funds.
b. COMPANY CONTRIBUTIONS: The company contribution provisions of the
Plan were amended in conjunction with the signing of the agreement
between the Company and the UAW Union on June 17, 1997. The Plan
provides a retirement contribution of 2% of salary to UAW Union
participants in the Plan (1.5% prior to the new union agreement). The
Plan provides a retirement contribution of 1.5% of salary to
non-union participants. The Plan also provides for a matching
contribution with a minimum of two-thirds of the first 6% of employee
before-tax contributions that can increase to 150% of the first 6% of
employee contributions depending on the performance (as defined by
the Plan) of the Company. In addition, the Company is required to
allocate to participants' accounts any excess benefit which may
result when the value of shares released is greater than the benefit
to be provided by the matching and retirement contributions.
Preferred Employee Stock Ownership Plan (ESOP) shares are released as
principal and interest
payments are made on the notes payable (described in Note 4). At
November 30, 1997, 488,949
shares had been released and allocated to participants' accounts, and
282,314 shares remained encumbered.
Retirement and matching contributions are invested in preferred and
common stock of the Company and are allocated to each participants'
accounts as of the end of each quarter.
c. CONTRIBUTION LIMITATIONS: The Plan Agreement provides certain
limitations on the amount of annual additions that can be made to
participant accounts and the amount of company contributions in any
Plan year. Participants should refer to the Plan Agreement for a more
complete description of limitations on contributions.
d. INVESTMENT FUNDS: Following are descriptions of the investment funds
into which participants may elect to have their contributions
invested:
Company Stock Fund - is invested in the common stock of Tokheim
Corporation.
Equity Fund - is invested primarily in a mutual fund or funds that
invest in a diversified portfolio of common stocks of publicly owned
corporations.
Fixed Fund - is invested in guaranteed investment contracts (GICs) or
in a collective income fund which invests in GICs and similar
investments.
Money Market Fund - is invested in high quality money market
instruments.
Balanced Fund - is invested primarily in a mutual fund or funds that
invest in a combination of common stocks, fixed income investments,
certificates of deposit, and GICs.
e. VESTING: Participants are fully vested at all times and have a
nonforfeitable interest in their contributions and the company
matching contributions. The Company base allocation contribution has
a vesting period requirement of five years.
f. WITHDRAWALS: Upon termination of employment by reason of retirement,
death, disability, or for any other reason, a participant, or the
beneficiary in the case of death, is entitled to receive his/her
interest in each investment fund (which consists of the participant's
balance in the before-tax contribution account, after-tax
contribution account, and vested employer contribution account),
including any realized and/or unrealized gains and losses, payable as
of the valuation date coincident with or next preceding the date of
termination of employment plus any amounts credited to the
participant's accounts subsequent to such valuation date. Such
distributions are made in a lump sum as soon as is practicable after
termination of employment.
The Plan Agreement also provides for in-service withdrawals, in the
case of financial hardship, and loans. Participants should refer to
the Plan Agreement for a more complete description of the in-service
withdrawals.
3. TOKHEIM CORPORATION CONVERTIBLE PREFERRED STOCK:
During July, 1989, the Plan Trust borrowed $24,000,000 to purchase
960,000 shares of Tokheim Corporation convertible preferred stock which
was priced at an initial liquidation value of $25 per share. The
dividend rate of the shares is 7.75%. During 1997, 79,796 shares were
allocated to participants at a value of $1,994,900. In previous years,
597,890 shares were allocated to participants at a cumulative value of
$14,947,250. Approximately 8% of the total amount of shares will be
allocated to participants annually in the future.
The conversion rate of preferred stock to common stock is one for one.
The preferred stock is held only by the Trustee of the Plan and is not
traded on an open market. When shares are redeemed, participants have
the option to receive an equivalent value in common stock or cash. The
preferred stock is valued at "adequate consideration" as determined by
the Trustee on the basis of an independent appraisal pursuant to section
3(18) of Employee Retirement Income Security Act of 1974 (ERISA) and the
regulations thereunder. The Liquidation value was determined to be $25
per share at November 30, 1997. The last day of each plan year is
designated to be the ESOP valuation date. The preferred shares are
redeemable at the option of the Company at a price of $25.39 per share
in 1998, decreasing by $0.20 per share each year thereafter to a
redemption price of $25 per share in fiscal 2000. The preferred stock is
used to fund the matching and retirement contributions in the Plan.
4. NOTES PAYABLE:
The Trust for the Plan has entered into the following debt agreement to
purchase company securities for investment by the participants:
a. NOTES PAYABLE TO PURCHASE PREFERRED STOCK: The Plan Trust borrowed
$24,000,000 in July, 1989 at a variable interest rate payable over 12
years. The outstanding principal balance at November 30, 1997, was
$9,428,469 at a rate of 7.5%. Quarterly principal payments range from
$593,000 to $760,000 through 2001 and are payable on the last day of
each quarter.
The Company has guaranteed the above borrowing. Debt payments are
funded by dividends received on shares and company contributions.
Aggregate scheduled maturities of the above notes payable during the
ensuing four years equal $2,442,486, $2,636,058, $2,844,972, and
$1,505,953, respectively.
5. PARTICIPANTS:
The following table sets forth the number of participants at November 30
by fund type for 1997 and 1996:
1997 1996
Fixed Fund 652 710
Equity Fund 622 541
Company Stock Fund 123 139
Money Market Fund 106 124
Balanced Fund 294 310
The Common Stock ESOP 1,143 1,258
The Preferred Stock ESOP 1,143 1,258
The total number of participants in the Plan was 1,143 and 1,258 at
November 30, 1997 and 1996, respectively. This is less than the sum of
the number of participants shown above because many participate in more
than one fund.
6. TAX STATUS:
The Company received a tax determination letter from the United States
Treasury Department dated February 4, 1994, indicating that the Plan is
qualified and that the trust established under the Plan constitutes a
qualified trust under section 401(a) of the Internal Revenue Code (IRC)
and is therefore exempt from federal income taxes pursuant to Section
501(a). Under these provisions participants are not subject to tax on
amounts contributed by themselves or the Company for their benefit until
the amounts are distributed to them.
The Plan was amended subsequent to the receipt of the latest tax
determination letter, however, the Plan administrator believes that the
Plan is designed and is currently in compliance with the applicable
requirements of the IRC.
7. PLAN TERMINATION:
The Company has the right, under the plan, to discontinue its
contributions and terminate the plan, although it has not expressed any
intention to do so. In the event of termination, the net assets of the
trust (after reduction of any expenses or taxes chargeable against the
trust) would be allocated among the participants and beneficiaries of
the Plan in the order specified by ERISA.
8. INVESTMENTS:
The following Plan investments exceed five percent of the net assets
available for benefits at November 30, 1997:
Tokheim Corporation Common Stock $ 3,648,587
Tokheim Corporation Convertible Preferred Stock 19,078,025
Fidelity Growth and Income Fund 9,529,143
Fidelity Balanced Fund 2,170,437
Guaranteed Investment Contracts:
Jackson Natural Life Group Pension;
7.10% due April 30, 2000 and 2001 3,122,520
Life of Virginia Insurance Company;
6.42% due April 30, 1999 1,986,733
9. RECONCILIATION TO FORM 5500:
As of November 30, 1997 and 1996, $364,562 and $290,155, respectively,
is included in the accounts of persons who have elected to withdraw from
participation in the plan, but for which disbursement has not yet been
made. Form 5500 requires these amounts to be shown differently from the
financial statements of the Plan as follows:
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Net assets available for plan benefits as stated
in the financial statements $ 34,342,867 $ 27,402,750
Less benefits payable 364,562 290,155
------------- -------------
Net assets available for plan benefits per
Form 5500 $ 33,978,305 $ 27,112,595
============== =============
</TABLE>
10. RECLASSIFICATION:
Certain prior year amounts in these financial statements have been
reclassified to conform with current year presentation.
11. ALLOCATION OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AND CHANGES IN NET
ASSETS AVAILABLE FOR PLAN BENEFITS:
Net assets available for plan benefits at November 30, 1997:
<TABLE>
<CAPTION>
Money The
Fixed Equity Company Market Balanced The Common Preferred
Fund Fund Stock Fund Fund Fund Stock ESOP Stock ESOP The Plan
----- ------ ---------- ------ --------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cash $ 83,783 $ 83,783
Receivables
Contributions
Participant 15,712 $ 19,247 $ 1,417 $ 1,006 $ 4,822 42,204
Employer $203,550 203,550
Investments 8,616,459 9,596,994 1,296,266 308,885 2,188,377 $2,357,499 19,078,319 43,442,799
Notes payable (9,429,469) (9,429,469)
---------- ---------- ---------- --------- ---------- ---------- ---------- -----------
Net assets
available for
plan benefits $8,715,954 $9,616,241 $1,297,683 $309,891 $2,193,199 $2,357,499 $ 9,852,400 $34,342,867
---------- ---------- ---------- -------- ---------- ---------- ----------- -----------
</TABLE>
<TABLE>
<CAPTION>
Changes in net assets available for plan benefits for the year ended
November 30, 1997:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Money The
Fixed Equity Company Market Balanced The Common Preferred
Fund Fund Stock Fund Fund Fund Stock ESOP Stock ESOP The Plan
----- ------ ---------- ------ --------- ---------- ---------- --------
ADDITIONS
Participants'
contributions $ 823,037 $ 957,386 $ 89,584 $ 54,938 $ 289,034 $ 2,213,979
Employer contri-
butions $ 306,821 $ 2,106,527 2,413,348
Interest income 631,370 3,373 321 17,470 683 207 195 653,619
Dividend income 99,563 82,333 1,511,916 1,693,812
Net appreciation
in fair value
of investments 1,713,491 683,082 281,671 1,257,063 3,935,307
Transfers from
other plans 2,770 2,770
---------- ---------- --------- --------- ---------- ---------- ----------- -----------
1,457,177 2,773,813 772,987 72,408 653,721 1,564,091 3,618,638 10,912,835
Transfers
between funds (771,838) 1,304,168 (196,139) (36,086) (158,816) (18,162) (123,127)
DEDUCTIONS
Withdrawal and
termination
distributions 864,643 875,181 117,945 59,428 150,597 121,070 1,073,849 3,262,713
Interest expense 4,142 705,863 710,005
---------- ---------- --------- --------- ---------- ---------- ---------- ----------
864,643 875,181 117,945 59,428 150,597 125,212 1,779,712 3,972,718
---------- ---------- --------- --------- ---------- ---------- ---------- ----------
Net increas
(decrease) (179,304) 3,202,800 458,903 (23,106) 344,308 1,420,717 1,715,799 6,940,117
Net assets
available for
plan benefits,
beginning of year 8,895,258 6,413,441 838,780 332,997 1,848,891 936,782 8,136,601 27,402,750
---------- ---------- --------- ---------- ---------- ---------- ---------- -----------
Net assets available
for plan benefits,
end of year $8,715,954 $9,616,241 $1,297,683 $ 309,891 $2,193,199 $2,357,499 $9,852,400 $34,342,867
</TABLE>
<TABLE>
<CAPTION>
11. ALLOCATION OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AND CHANGES IN NET
ASSETS AVAILABLE FOR PLAN BENEFITS:
Net assets available for plan benefits at November 30, 1996:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Money The
Fixed Equity Company Market Balanced The Common Preferred
Fund Fund Stock Fund Fund Fund Stock ESOP Stock ESOP The Plan
----- ------ ---------- ------ --------- ---------- ---------- --------
Cash $ 74,311 $ 74,311
Receivables
Contributions
Participant 29,932 $ 26,987 $ 2,896 $ 2,150 $ 9,683 71,648
Employer $4,141 4,141
Dividends 1,334 1,334
Investments 8,791,015 6,386,454 835,884 329,513 1,839,208 1,239,462 $19,829,200 39,250,736
Notes payable (302,680) (11,692,599) (11,995,279
Interest payable (4,141) (4,141)
---------- --------- --------- --------- --------- --------- ---------- ----------
Net assets
available for
plan benefits $8,895,258 $6,413,441 $838,780 $332,997 $1,848,891 $ 936,782 $ 8,136,601 $27,402,750
---------- --------- --------- --------- --------- --------- ---------- ----------
</TABLE>
<TABLE>
<CAPTION>
Changes in net assets available for plan benefits for the year ended
November 30, 1996:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Money The
Fixed Equity Company Market Balanced The Common Preferred
Fund Fund Stock Fund Fund Fund Stock ESOP Stock ESOP The Plan
----- ------ ---------- ------ --------- ---------- ---------- --------
ADDITIONS
Participants'
contributions $ 956,805 $ 758,002 $ 109,559 $ 61,895 $ 304,543 $2,190,804
Employer contri-
butions $519,510 $1,954,891 2,474,401
Interest income 594,858 5,258 671 13,407 1,195 79 115 615,583
Dividend income 79,344 1,334 76,031 1,543,381 1,700,090
Net appreciation
(depreciation)
in fair value
of investments 1,054,469 201,549 130,591 342,986 (19) 1,729,576
Transfers from
other plans 83,835 108,544 15,211 19,269 57,260 284,119
--------- ---------- --------- --------- --------- -------- ---------- ---------
1,635,498 2,005,67 326,990 95,905 569,620 862,575 3,498,368 8,994,573
--------- --------- --------- --------- --------- -------- ---------- ---------
Transfers
between funds (576,477) 887,876 (3,872) 8,364 (236,005) (9,093) (70,793)
DEDUCTIONS
Withdrawal and
termination
distributions 828,565 334,455 96,160 28,429 146,365 62,924 700,170 2,197,068
Interest expense 32,065 1,019,628 1,051,693
828,565 334,455 96,160 28,429 146,365 94,989 1,719,798 3,248,761
--------- --------- -------- --------- --------- --------- ---------- ----------
Net increase 230,456 2,559,038 226,958 75,840 187,250 758,493 1,707,777 5,745,812
Net assets available
for plan benefits,
beginning of year 8,664,802 3,854,403 611,822 257,157 1,661,641 178,289 6,428,824 21,656,938
--------- --------- ------- --------- --------- --------- ---------- ----------
Net assets available
for plan benefits,
end of year $8,895,258 $6,413,441 $838,780 $332,997 $1,848,891 $936,782 $8,136,601 $27,402,750
--------- --------- ------- ------- --------- ------- --------- ----------
</TABLE>
<TABLE>
<CAPTION>
11. ALLOCATION OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AND CHANGES IN
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Net assets available for plan benefits at November 30, 1995:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Money The
Fixed Equity Company Market Balanced The Common Preferred
Fund Fund Stock Fund Fund Fund Stock ESOP Stock ESOP The Plan
----- ------ ---------- ------ --------- ---------- ---------- --------
Cash $38,256 $38,256
Receivables
Contributions
Participant 34,500 $22,126 $4,123 $2,644 $11,739 75,132
Employer $11,326 11,326
Dividends 1,125 1,125
Investments 8,592,046 3,832,277 607,699 253,388 1,649,902 964,646 $20,218,367 36,118,325
Notes payable (786,360) (13,789,543) (14,575,903)
Interest payable (11,323) (11,323)
---------- --------- --------- --------- --------- --------- ---------- ----------
Net assets
available for
plan benefits $8,664,802 $3,854,403 $611,822 $257,157 $1,661,641 $178,289 $6,428,824 $21,656,938
---------- --------- -------- -------- ---------- -------- ---------- ----------
</TABLE>
<TABLE>
<CAPTION>
Changes in net assets available for plan benefits for the year ended
November 30, 1995:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Money The
Fixed Equity Company Market Balanced The Common Preferred
Fund Fund Stock Fund Fund Fund Stock ESOP Stock ESOP The Plan
----- ------ ---------- ------ --------- ---------- ---------- --------
plan benefits $8,664,802 $3,854,403 $611,822 $257,157 $1,661,641 $178,289 $6,428,824 $21,656,938
ADDITIONS
Participants'
contributions $1,005,224 $ 573,534 $134,091 $ 55,245 $324,520 $2,092,614
Employer
contributions $530,852 $1,753,336 2,284,188
Interest income 619,116 1,409 459 683 898 47 448 623,060
Dividend income 96,346 14,785 58,231 1,579,711 1,749,073
Net appreciation
(depreciation)
in fair value
of investments 780,556 (148,788) 126,008 (249,050) (52,605) 456,121
Transfers from
other plans 61,590 44,182 10,077 26,611 39,476 181,936
--------- --------- -------- ------- -------- -------- --------- ---------
1,685,930 1,496,027 (4,161) 97,324 549,133 281,849 3,280,890 7,386,992
Transfers
between funds 266,955 79,873 (35,649) (66,879) (174,904) (5,832) (63,564)
DEDUCTIONS
Withdrawal and
termination
distributions 721,614 282,899 92,394 18,171 153,767 66,194 601,388 1,936,427
Interest expense 74,533 1,193,824 1,268,357
--------- -------- -------- -------- -------- -------- --------- ---------
721,614 282,899 92,394 18,171 153,767 140,727 1,795,212 3,204,784
--------- -------- -------- -------- -------- -------- --------- ---------
Net increase
(decrease) 1,231,271 1,293,001 (132,204) 12,274 220,462 135,290 1,422,114 4,182,208
Net assets
available for
plan benefits,
beginning of
year 7,433,531 2,561,402 744,026 244,883 1,441,179 42,999 5,006,710 17,474,730
--------- --------- ------- ------- --------- -------- ---------- ----------
Net assets
available for
plan benefits,
end of year $8,664,802 $3,854,403 $611,822 $257,157 $1,661,641 $178,289 $6,428,824 $21,656,938
--------- --------- -------- ------- --------- ------- --------- ----------
</TABLE>
<TABLE>
<CAPTION>
RETIREMENT SAVINGS PLAN FOR EMPLOYEES
OF TOKHEIM CORPORATION AND SUBSIDIARIES
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
As of November 30, 1997
Shares or
Principal Fair
Description Amount Cost Value
- ---------------------------------------------------- ----------- ------------ ------------
<S> <C> <C> <C>
FIXED FUND
Life of Virginia Insurance Company
Guaranteed Investment Contracts 6.42% due
April 30, 1999 $ 1,986,733 $ 1,986,733 $ 1,986,733
New York Life Insurance Company
Guaranteed Investment Contracts 6.40% due
April 30, 1998 $ 1,474,753 1,474,753 1,474,753
Allstate Life Insurance Company
Guaranteed Investment Contracts 7.45% due
July 31, 1998 $ 954,598 954,598 954,598
Jackson Natural Life Group Pension
Guaranteed Investment Contracts 7.10% due
April 30, 2000 and 2001 $ 3,122,520 3,122,520 3,122,520
Fort Wayne National Bank
Temporary CD Fund $ 46,210 46,210 46,210
American Express Trust Collective Fund 2,183,153 97,749 98,190
------------ ------------
Subtotal 7,682,563 7,683,004
----------- ------------
EQUITY FUND
Fidelity Growth and Income Fund 253,435 7,339,974 9,529,143
Fort Wayne National Bank Temporary CD Fund $ 67,851 67,851 67,851
------------ ------------
Subtotal 7,407,825 9,596,994
------------ -----------
LOAN FUND
Loans to Participants, 8.0% to 11.75%, due
December 1, 1997, through May 30, 2002 $ 933,455 933,455 933,455
- ---------- - ----------
</TABLE>
<TABLE>
<CAPTION>
RETIREMENT SAVINGS PLAN FOR EMPLOYEES
OF TOKHEIM CORPORATION AND SUBSIDIARIES
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES,
CONTINUED
As of November 30, 1997
Shares or
Principal Fair
Description Amount Cost Value
- --------------------------------------------------- ------------ ------------ ------------
<S> <C> <C> <C>
COMPANY STOCK FUND
Tokheim Corporation Common Stock $ 68,645 905,773 1,291,350
Fort Wayne National Bank Temporary CD Fund $ 4,916 4,916 4,916
------------ ------------
Subtotal 910,689 1,296,266
------------ ------------
MONEY MARKET FUND
Federated Money Market Trust $ 307,025 307,025 307,025
Fort Wayne National Bank Temporary CD Fund $ 1,860 1,860 1,860
------------ ------------
Subtotal 308,885 308,885
------------ ------------
BALANCED FUND
Fidelity Balanced Fund 137,456 1,873,182 2,170,437
Fort Wayne National Bank Temporary CD Fund $ 17,940 17,940 17,940
------------ -----------
Subtotal 1,891,122 2,188,377
------------ ------------
THE COMMON STOCK ESOP
Tokheim Corporation Common Stock 125,305 2,147,587 2,357,237
Fort Wayne National Bank Temporary CD Fund $ 262 262 262
------------ ------------
Subtotal 2,147,849 2,357,499
------------ ------------
THE PREFERRED STOCK ESOP
Tokheim Corporation Convertible Preferred Stock 763,121 19,078,025 19,078,025
Fort Wayne National Bank Temporary CD Fund $ 294 294 294
------------ ------------
Subtotal 19,078,319 19,078,319
----------- ------------
Total investments $ 40,360,707 $ 43,442,799
============ ============
</TABLE>
<TABLE>
<CAPTION>
Retirement Savings Plan for Employees
of Tokheim Corporation and Subsidiaries
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
For the year ended November 30, 1997
Current
Value
of Asset on
Identity of Party Description of Purchase Selling Cost of Transaction Net
Involved Transactions Price Price Asset Date Gain
- ----------------------- ---------------------- ------------ ----------- ------------- ------------- ---------
Single transaction in one security in excess of
5% of current value of plan assets.
- -----------------------------------------------
<S> <C> <C> <C> <C> <C>
New York Life Guaranteed Investment
Insurance Company Contracts 6.40% due
April 30, 1998 $ 1,407,923 $ 1,407,923 $ 1,407,923
Jackson Natural Life Guaranteed Investment
Group Pension Contracts 7.10% due
April 30, 2000 and 2001 $ 3,000,000 3,000,000 3,000,000
Fort Wayne National
Bank Certificate of Deposit 1,408,050 1,408,050 1,408,050
Fidelity Growth and Mutual Stock Fund
Income Fund Purchase 1,916,000 1,916,000 1,916,000
Sale 1,717,697 1,199,585 1,717,697 $ 518,112
Series of transactions in one security in excess
of 5% of current value of plan assets.
- ------------------------------------------------
American Express Trust
Collective Collective Income Fund
Income Fund Aggregate of 11
purchases 986,200 986,200 986,200
Aggregate of 13 sales 1,569,388 1,480,549 1,569,388 88,839
Fidelity Growth and Mutual Stock Fund
Income Fund Aggregate of 18
purchases 3,567,200 3,567,200 3,567,200
Aggregate of 3 sales 2,223,767 1,548,261 2,223,767 675,506
Fort Wayne National Certificate of Deposit
Bank Aggregate of 487
purchases 9,055,526 9,055,526 9,055,526
Aggregate of 149 sales 9,035,415 9,035,415 9,035,415
</TABLE>
