<PAGE>
Filed Pursuant to Rule 424(b)(3)
Registration Statement File No. 333-77253
PROSPECTUS SUPPLEMENT NO. 1
DATED OCTOBER 21, 1999
TO
PROSPECTUS DATED SEPTEMBER 23, 1999
TOKHEIM CORPORATION
This prospectus supplement supplements the prospectus dated September 23,
1999 relating to Tokheim's exchange offer for $123,000,000 11 3/8% senior
subordinated notes due 2008 and (Euro)75,000,000 11 3/8% senior subordinated
notes due 2008. You should read this prospectus supplement in conjunction with
the prospectus dated September 23, 1999, and this prospectus supplement is
qualified by reference to the prospectus, except to the extent that the
information in this prospectus supplement supplements the information in the
prospectus.
Recent Developments
On October 15, 1999, we filed with the SEC a Quarterly Report on Form 10-Q
for the quarter ended August 31, 1999. On October 18, 1999, we issued a press
release summarizing our results for the quarter ended August 31, 1999. We have
reproduced the press release below:
"FORT WAYNE, Ind.--(BUSINESS WIRE)--Oct. 18, 1999--Tokheim Corporation
(NYSE:TOK) today reported a loss before merger and acquisition (M&A) costs
and other unusual items of $4.2 million, equal to $0.32 loss per diluted
share, for its fiscal third quarter ended August 31, 1999 on sales of
$169.2 million. In the year ago fiscal third quarter, the company earned
$3.2 million, or $0.21 earnings per diluted share.
Earnings before interest, taxes, depreciation and amortization (EBITDA) for
the fiscal 1999 third quarter were $15.4 million compared to $9.5 million
reported a year ago. The 1999 and 1998 period results are not directly
comparable because of the financial effect of the acquisition of the RPS
business on September 30, 1998.
As previously announced, the company's revenues in the fiscal 1999 third
quarter period were adversely affected by the merger activity taking place
among the major oil companies (MOCs), which has resulted in a decrease in
levels of capital expenditure, particularly in emerging markets where
Tokheim has a strong presence. Increased demand from jobbers and
independents in domestic markets had some offsetting effect on this broader
trend. The major ameliorating effect on the MOC impact has been the
synergies being achieved by the company in the RPS/Tokheim integration
initiative. These synergies, which are being realized both ahead of
schedule and in excess of the company's originally targeted amounts, and
are reflected in the sharp increase in earnings before interest,
depreciation and amortization (EBITDA), have allowed the company to
materially reduce the overall cost structure of the combined
Sofitam/RPS/Tokheim companies. In light of industry conditions, the company
stated it has further accelerated the RPS integration and has instituted a
series of immediate additional cost reduction measures.
As also reported in the company's October 11th release, the oil industry
merger activity, and the resulting dislocation caused by the MOCs post-
merger integration activities, has continued into Tokheim's traditionally
strongest fiscal fourth quarter, which ends November 30th. As such, the
associated sales slowdown will adversely affect the level of fiscal fourth
quarter earnings and is expected to cause the company to report a loss,
before merger and acquisition costs and other unusual items, and
extraordinary loss on debt extinguishment, for the full 1999 fiscal year of
between approximately $11 million to $12 million, or approximately $0.88 to
$0.95 loss per diluted share. For the fiscal year ended November 30,
<PAGE>
1998, the company earned $9.9 million, or $0.69 earnings per diluted share,
before merger and acquisition costs and other unusual items on sales of
$466.4 million.
Earnings before interest, taxes, depreciation and amortization (EBITDA) for
the 1999 fiscal year are expected to be in the range of approximately $65
million to $66 million compared to $43.7 million reported for the prior
fiscal year. The 1998 and 1999 periods are not directly comparable because
of the acquisition of the RPS business.
While the merger activity in the MOC marketplace is expected to continue
into next year, the company reiterated it believes that, once completed,
the merged oil companies will resume their customary capital spending
programs, including those for downstream fuel dispensing equipment. Tokheim
also believes that it is well positioned to accommodate those programs on a
global basis. In the interim, Tokheim is gaining important inroads into the
MOC market, underscoring the strategic global strengths achieved by the
Sofitam and RPS acquisitions. The company has recently entered into a
three-year contract to supply the majority of the dispenser needs of the
merged BP Amoco in the US, Europe, Mexico and Venezuela; signed a contract
with Repsol-YPF to supply its stations in Spain, Portugal and Latin
America; signed a contract with Total Fina to serve as its primary supplier
and was awarded the latest Deltaven (Venezuela) tender for dispensers in
that country. The company said that the product offerings underlying these
new business initiatives are part of the reason for its having been named
"Manufacturer of the Year", for an unprecedented second year in a row, by
the Petroleum Equipment Institute at its annual convention held in Toronto
earlier this month.
The Company also announced that it had received waivers relating to its
covenant defaults in the quarter and had amended its covenants for future
periods. In connection with amending the credit agreement, the Company has
agreed to obtain $50.0 million by issuing new equity type securities for
the purpose of repaying bank debt on or before January 25, 2000. The
Company believes that it can obtain such additional equity, or complete
alternative refinancing arrangements.
Tokheim Corporation, based in Fort Wayne, Indiana, has grown to become the
world's largest producer of petroleum dispensing devices. Tokheim
manufactures and services electronic and mechanical petroleum dispensing
systems. These systems include petroleum dispenser and pumps, retail
automation systems (such as point-of-sale systems), dispenser payment or
"pay-at-the-pump" terminals, replacement parts and upgrade kits.
Certain statements in this release, including statements containing the
words "believes," "anticipates," "expects" and words of similar import,
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements involve known
and unknown risks that may cause the actual results of the company to
differ materially from any results expressed or implied by the forward-
looking statements. These risks include: increases in the company's cost of
borrowing or a default under any material debt agreement; inability to
achieve anticipated cost savings or revenue growth; dependence on the
retail petroleum industry; failure to successfully integrate acquisitions;
inability to forecast or achieve future operating results; fluctuations in
exchange rates among various foreign currencies; costs in adjusting to the
Euro; competition; inability to protect proprietary technology or to
integrate new technologies; changes in business strategy or development
plans; business disruptions; changed economic conditions, especially in
particular markets in which the company competes; lack of funds for capital
expenditures or R&D; changed demand for new products; changes in, or
failure of the company to comply with, governmental, environmental or other
regulations; loss of key management; adverse publicity; contingent claims
asserted against the company; loss of significant customers or suppliers;
and "Year 2000" problems of the company or its customers, suppliers or
resellers. Given these uncertainties, investors are cautioned not to unduly
rely on such forward-looking statements. The company disclaims any
obligation to update any such factors or to announce publicly the result of
any revisions to any of the forward-looking statements contained in this
release to reflect future events or developments.
2
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TOKHEIM CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENT OF EARNINGS
(Amounts in thousands except amounts per share)
<TABLE>
<CAPTION>
Three Months
Ended Nine Months Ended
------------------ ------------------
August August August August
31, 1999 31, 1998 31, 1999 31, 1998
-------- -------- -------- --------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
NET SALES.............................. $169,170 $101,492 $512,374 $291,997
Cost of sales, exclusive of items
listed below.......................... 128,927 73,782 393,999 213,975
Selling, general, and administrative
expenses.............................. 25,023 18,298 78,729 53,192
Depreciation and amortization.......... 6,319 2,681 19,279 7,799
Merger and acquisition costs and other
unusual items......................... 1,292 263 6,115 6,596
-------- -------- -------- --------
Operating profit................. 7,609 6,468 14,252 10,435
-------- -------- -------- --------
Interest expense, net.................. 13,279 2,549 37,944 9,882
Foreign currency (gain) loss........... (483) (33) 2,372 (813)
Minority interest...................... (2) 227 88 289
Other (income), net.................... 261 (54) (1,048) (332)
-------- -------- -------- --------
Earnings (loss) before income taxes and
extraordinary item.................... (5,446) 3,779 (25,104) 1,409
Income taxes........................... 2 850 (480) 1,658
-------- -------- -------- --------
Earnings (loss) before extraordinary
item.................................. (5,448) 2,929 (24,624) (249)
Extraordinary loss on debt
extinguishment........................ -- -- (6,249) (4,965)
-------- -------- -------- --------
NET EARNINGS (LOSS).............. $ (5,448) $ 2,929 $(30,873) $ (5,214)
======== ======== ======== ========
Preferred stock dividends.............. (376) (370) $ (1,124) $ (1,113)
Earnings (loss) applicable to common
stock................................. $ (5,824) $ 2,559 $(31,997) $ (6,327)
Earnings (loss) per common share:
Basic:
Before extraordinary loss.......... $ (0.46) $ 0.20 $ (2.03) $ (0.12)
Extraordinary loss on debt
extinguishment.................... -- -- (0.49) (0.45)
-------- -------- -------- --------
Net earnings (loss)................ $ (0.46) $ 0.20 $ (2.52) $ (0.57)
======== ======== ======== ========
Weighted average shares
outstanding....................... 12,670 12,631 12,667 10,925
Diluted:
Before extraordinary loss.......... $ (0.46) $ 0.19 $ (2.03) $ (0.12)
Extraordinary loss on debt
extinguishment.................... -- -- (0.49) (0.45)
-------- -------- -------- --------
Net earnings (loss)................ $ (0.46) $ 0.19 $ (2.52) $ (0.57)
======== ======== ======== ========
Weighted average shares
outstanding....................... 12,670 13,618 12,667 10,925
Diluted earnings (loss) per share
before merger and acquisition costs
and other unusual items and
extraordinary loss.................... $ (0.32) $ 0.21 $ (1.42) $ 0.44
======== ======== ======== ========
14,290 13,618 13,864 11,942
EBITDA (as defined).................... $ 15,442 $ 9,499 $ 38,322 $ 25,975"
======== ======== ======== ========
</TABLE>
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