SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One):
(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, 1998
Commission file number: 1-6018
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
Retirement Savings Plan for Employees of
Tokheim Corporation and Subsidiaries
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Tokheim Corporation
10501 Corporate Drive
Fort Wayne, Indiana 46845
(219) 470-4600
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have 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: June 1, 1999 BY: /s/ JOHN A. NEGOVETICH
------------------------------------------
Executive Vice President, Finance and
Administration and Chief Financial Officer
RETIREMENT SAVINGS PLAN FOR EMPLOYEES
OF TOKHEIM CORPORATION AND SUBSIDIARIES
FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 1998, 1997, AND 1996
Contents
Report of Independent Accountants
Financial Statements:
Statement of Net Assets Available for Plan Benefits
as of November 30, 1998 and 1997
Statement of Changes in Net Assets Available for Plan Benefits
for the years ended November 30, 1998, 1997, and 1996
Notes to Financial Statements
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment Purposes,
as of November 30, 1998
Item 27d - Schedule of Reportable Transactions for the year ended
November 30, 1998
Report of Independent Accountants
To the Participants and Employee
Benefits Committee of the Retirement Savings Plan
for Employees of Tokheim Corporation and Subsidiaries:
In our opinion, the accompanying statements of net assets available for
plan benefits and related statement of changes in net assets available for
plan benefits present fairly, in all material respects, the net assets
available for plan benefits of the Retirement Savings Plan for Employees of
Tokheim Corporation and Subsidiaries (the Plan) as of November 30, 1998 and
1997, and the changes in net assets available for plan benefits for each of
the three years in the period ended November 30, 1998, in conformity with
generally accepted accounting principles. These financial statements are
the responsibility of the Plan Administrator; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with generally
accepted auditing standards, which 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, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable
basis for the opinion expressed above.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules 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.
PRICEWATERHOUSECOOPERS LLP
Fort Wayne, Indiana
April 30, 1999
Financial Statements
Retirement Savings Plan for Employees of
Tokheim Corporation and Subsidiaries
Statement of Net Assets Available for Plan Benefits
As of November 30, 1998 and 1997
<TABLE>
<CAPTION>
ASSETS 1998 1997
------------- -------------
<S> <C> <C>
Cash $ 232,714 $ 83,783
Contributions Receivable:
Participants 255,796 42,204
Employer 238,325 203,550
--------------- -------------
494,121 245,754
--------------- -------------
Investments, at fair value:
Loans to participants 1,316,830 933,455
Tokheim Corporation Common Stock 1,603,008 3,648,587
Tokheim Corporation Convertible
Preferred Stock 18,878,275 19,078,025
Marketable securities and other 16,891,376 12,244,128
--------------- -------------
38,689,489 35,904,195
Guaranteed investment contracts, at contract
value 6,811,310 7,538,604
--------------- -------------
Total investments 45,500,799 43,442,799
--------------- -------------
Total assets 46,227,634 43,772,336
--------------- -------------
LIABILITIES
Note payable 6,986,983 9,429,469
--------------- -------------
Net assets available for plan benefits $ 39,240,651 $ 34,342,867
=============== =============
</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, 1998, 1997, and 1996
<TABLE>
<CAPTION>
1998 1997 1996
--------------- --------------- ---------------
Additions:
<S> <C> <C> <C>
Participant contributions $ 2,946,286 $ 2,213,979 $ 2,190,804
Employer contributions 2,383,062 2,413,348 2,474,401
Interest income 599,079 653,619 615,583
Dividend income 1,662,723 1,693,812 1,700,090
Net appreciation in fair value of
investments 745,992 3,935,307 1,729,576
Transfers from other plans 226,654 2,770 284,119
--------------- --------------- ---------------
8,563,796 10,912,835 8,994,573
--------------- --------------- ---------------
Deductions:
Withdrawals and termination
distributions 3,155,462 3,262,713 2,197,068
Interest expense 510,550 710,005 1,051,693
--------------- --------------- ---------------
3,666,012 3,972,718 3,248,761
--------------- --------------- ---------------
Net increase 4,897,784 6,940,117 5,745,812
Net assets available for plan benefits,
beginning of year 34,342,867 27,402,750 21,656,938
--------------- --------------- ---------------
Net assets available for plan benefits,
end of year $ 39,240,651 $ 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
Notes to Financial Statements
1. Description of the Plan:
The following description of the Plan provides only general
information. Participants should refer to the plan agreement for a
more complete description of the Plan's provisions.
The Plan is a defined contribution plan covering certain full-time
employees of the Company who work in the United States, are at least
twenty-one years of age, and have 6 months of service with the
Company. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
a. Participant Contributions: Participants may elect to contribute
up to 1% to 14% (in increments of 1%) of their salary to the
Plan, as a before-tax contribution. Contributions are paid to the
Plan as each payroll is processed and are allocated to each
participant's before-tax or after-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 Plan provides a retirement
contribution of 2% of salary to UAW Union participants in the
Plan. 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.
Preferred Employee Stock Ownership Plan (ESOP) shares are
released as principal and interest payments are made on the note
payable (described in Note 4).
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. Vesting: Participants are fully vested at all times and have a
nonforfeitable interest in their contributions and the company
matching contributions. Participants must complete five years of
service to be vested in the ESOP Base Allocation Account, which
is the account that holds the shares allocated to participants as
payments are made on the ESOP note payable.
e. Forfeitures: Any employee who terminates employment with the
Company prior to the five year vesting period for the ESOP Base
Allocation, and does not return within that period, will forfeit
their company base allocation related to the ESOP. Forfeited
amounts are allocated to all other participants' accounts, but do
not reduce employer contributions to the Plan. At November 30,
1998 and 1997, forfeited nonvested accounts totaled $85,865 and
$337,128, respectively.
f. Investment Funds: The 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 the
Company.
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 mutual funds that invest
in a combination of common stocks, fixed income investments, and
certificates of deposit.
g. 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 their 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 quarterly 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.
2. Summary of Significant Accounting Policies:
a. Basis of Accounting: The financial statements of the Plan are
prepared under the accrual method of accounting.
b. Investment Valuation and Income: Investments in mutual funds are
stated at redemption value with the underlying securities stated
at fair value or estimated fair market value, as determined by
the last reported sales price or the latest bid price if no sale,
or as determined by the Trustee of such funds, respectively.
Investments in common stock are carried at fair value using
published market quotations. Investments in guaranteed investment
contracts are carried at contract value. Investments in money
market instruments are generally short-term and are valued at cost,
which approximates market value.
Dividend income is recorded on the ex-dividend date. Interest
income from securities is recorded as earned on an accrual basis.
The Plan presents, in the Statement of Changes in Net Assets
Available for Plan Benefits, the net appreciation/depreciation in
the fair value of investments, which consists of realized gains
and losses and the unrealized appreciation/depreciation of
investments.
c. Administrative Expenses: Costs of administering the Plan are
borne by the Company.
d. 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 plan benefits at the date of the financial
statements and the changes in net assets available for plan
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.
e. Risks and Uncertainties and Investment Concentrations: The Plan
provides for various investment options in any combination of
stocks and mutual funds investing in stocks, fixed income
securities, 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 45% of plan investments are concentrated in Tokheim
Corporation Common and Preferred Stock.
f. Payment of Benefits: Benefits are recorded when paid.
3. Tokheim Corporation Convertible Preferred Stock:
In 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 1998, 80,307 shares
were allocated to participants at a value of $2,007,675. In previous
years, an aggregate of 677,686 shares were allocated to participants
at a cumulative value of $16,942,150. At November 30, 1998, 202,007
shares remain encumbered. 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 value was determined to be $25 per share at November
30, 1998. 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 $25.20 per share in 1998,
decreasing by $0.20 per share in 1999 to a redemption price of $25
per share in fiscal 2000.
4. Note Payable:
The Trust for the Plan has entered into the following debt agreement
to purchase company securities for investment by the participants:
a. Note Payable to Purchase Preferred Stock: The Plan Trust borrowed
$24,000,000 in 1989 at a variable interest rate payable through
2001. The outstanding principal balance at November 30, 1998 and
1997, was $6,986,983 and $9,428,469, respectively, at a LIBOR
rate which approximated 7.5% at November 30, 1998 and 1997.
Quarterly principal payments range from $640,000 to $760,000
through 2001 and are payable on the last day of each quarter.
The Company has guaranteed the above borrowing. Aggregate
scheduled maturities of the above note payable during the next
three years equal $2,636,058, $2,844,972, and $1,505,953,
respectively.
5. 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).
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.
6. Plan Termination:
Although it has not expressed any intention to do so, the Company
has the right to terminate the Plan, subject to provisions set forth
in ERISA. Upon termination of the Plan, participants will become
fully vested in any of their benefits for which they were not
previously vested (ESOP Base Allocation Account which requires five
years of service) and entitled to a distribution from the Plan.
7. Investments:
The following Plan investments exceed five percent of the net assets
available for benefits at November 30:
<TABLE>
<CAPTION>
1998 1997
-------------- --------------
<S> <C> <C>
Tokheim Corporation Common Stock $ 3,648,587
Tokheim Corporation Convertible Preferred Stock $ 18,878,275 19,078,025
Fidelity Growth and Income Fund 13,434,871 9,529,143
Fidelity Balanced Fund 2,932,363 2,170,437
Guaranteed Investment Contracts:
Jackson Natural Life Group Pension: 7.10%
due April 30, 2000 and 2001 3,344,219 3,122,520
Life of Virginia Insurance Company: 6.42%
due April 30, 1999 2,141,481 1,986,733
</TABLE>
The net appreciation (depreciation) in fair value of the Plan's
investments for the years ended November 30, 1998, 1997, and 1996 is
composed of the following items:
1998 1997 1996
Common stock $ (1,930,824) $ 1,940,145 $ 544,616
Mutual funds 2,676,816 1,995,162 1,185,060
------------- ----------- -----------
745,992 3,935,307 1,729,576
============= =========== ===========
8. Reconciliations to Form 5500:
As of November 30, 1998 and 1997, $246,502 and $364,562,
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:
1998 1997
-------------- --------------
Net assets available for plan benefits, as
stated in financial statements $ 39,240,651 $ 19,078,025
Less: benefits payable 246,502 9,529,143
-------------- ---------------
Net assets available for plan benefits
per Form 5500 $ 38,994,149 $ 33,978,305
============== ===============
<TABLE>
<CAPTION>
1998 1997 1996
<S> <C> <C> <C>
Benefits paid to participants, as
stated in the financial statements $ 3,155,462 $ 3,262,713 $ 2,197,068
Add: Amounts allocated to withdrawing
participants at November 30, 1998,
1997, and 1996 246,502 364,562 290,155
Less: Amounts allocated to withdrawing
participants at November 30, 1997,
1996, and 1995 364,562 290,155 756,306
-------------- -------------- --------------
Benefits paid to participants, per
Form 5500 $ 3,037,402 $ 3,337,120 $ 1,730,917
============== ============== ==============
</TABLE>
Notes to Financial Statements, Continued
9. Net Assets Available for Plan Benefits and Changes in Net Assets
Available for Plan Benefits, by Fund:
Net assets available for plan benefits at November 30, 1998:
<TABLE>
<CAPTION>
Money The
Fixed Equity Company Market Balanced The Common Preferred
Fund Fund Stock Fund Fund Fund Stock ESOP Stock ESOP Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cash $ 232,714 $ 232,714
Receivables:
Contributions
Participant 60,325 $ 113,443 $ 20,208 $ 8,024 $ 53,796 255,796
Employer $ 238,325 238,325
Investments 8,200,613 13,474,189 604,396 266,927 2,863,687 $1,018,640 19,072,347 45,500,799
Note payable (6,986,983) (6,986,983)
----------- ---------- --------- --------- --------- ---------- ----------- -----------
Net assets available
for plan benefits $8,493,652 $13,587,632 $ 624,604 $ 274,951 $2,917,483 $1,018,640 $12,323,689 $39,240,651
=========== =========== ========= ========= ========== ========== =========== ===========
</TABLE>
Changes in net assets available for plan benefits for the year ended
November 30, 1998:
<TABLE>
<CAPTION>
Money The
Fixed Equity Company Market Balanced The Common Preferred
Fund Fund Stock Fund Fund Fund Stock ESOP Stock ESOP Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
Participant contri-
butions $1,004,839 $1,359,411 $ 127,712 $ 64,594 $ 389,730 $2,946,286
Employer contributions $2,383,062 2,383,062
Interest income 572,280 4,671 360 19,829 1,038 $ 94 807 599,079
Dividend income 108,258 70,741 1,483,724 1,662,723
Net appreciation
(depreciation) in
fair value of
investments 2,337,872 (697,232) 338,944 (1,233,592) 745,992
Transfers from other
plan 90,797 79,007 13,562 13,621 29,667 226,654
----------- ---------- --------- --------- --------- ----------- ----------- -----------
1,667,916 3,889,219 (555,598) 98,044 830,120 (1,233,498) 3,867,593 8,563,796
Transfers between funds (904,529) 918,597 (38,275) (72,537) 120,922 (24,178)
Deductions:
Withdrawal and
termination dis-
tributions 985,689 836,425 79,206 60,447 226,758 81,183 885,754 3,155,462
Interest expense 510,550 510,550
----------- ---------- --------- --------- --------- ---------- ----------- -----------
985,689 836,425 79,206 60,447 226,758 81,183 1,396,304 3,666,012
----------- ---------- --------- --------- --------- ---------- ----------- -----------
Net increase (decrease) (222,302) 3,971,391 (673,079) (34,940) 724,284 (1,338,859) 2,471,289 4,897,784
Net assets available for
plan benefits, beginning
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
----------- ---------- --------- --------- --------- ---------- ----------- -----------
Net assets available for
plan benefits, end
of year $8,493,652 $13,587,632 $ 624,604 $ 274,951 $2,917,483 $1,018,640 $12,323,689 $39,240,651
=========== =========== ========= ========= ========= ========== =========== ===========
</TABLE>
Notes to Financial Statements, Continued
9. Net Assets Available for Plan Benefits and Changes in Net Assets
Available for Plan Benefits, by Fund:
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 Total
<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
Note 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>
Changes in net assets available for plan benefits for the year ended
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 Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
dditions:
Participant contri-
butions $ 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
plan 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 ter-
mination distri-
butions 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 increase (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>
Notes to Financial Statements, Continued
9. Changes in Net Assets Available for Plan Benefits at November 30, 1996,
by Fund:
<TABLE>
<CAPTION>
Money The
Fixed Equity Company Market Balanced The Common Preferred
Fund Fund Stock Fund Fund Fund Stock ESOP Stock ESOP Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
Participant contribu-
tions $ 956,805 $ 758,002 $ 109,559 $ 61,895 $ 304,543 $2,190,804
Employer contributions $ 519,510 $1,954,891 2,474,401
Interest income 594,858 5,258 671 13,407 1,195 79 115 615,583
Dividend income 79,344 1,334 76,031 1,543,381 1,700,090
Net appreciation (
depreciation) in
fair value of
investments 1,054,469 201,549 130,591 342,986 (19) 1,729,576
Transfers from other
plan 83,835 108,544 15,211 19,269 57,260 284,119
---------- ---------- --------- --------- --------- --------- ---------- ----------
1,635,498 2,005,617 326,990 95,905 569,620 862,575 3,498,368 8,994,573
Transfers between funds (576,477) 887,876 (3,872) 8,364 (236,005) (9,093) (70,793)
Deductions:
Withdrawal and ter-
mination distri-
butions 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>
Supplemental Schedules
Retirement Savings Plan for Employees of
Tokheim Corporation and Subsidiaries
Item 27a - Schedule of Assets Held for Investment Purposes
As of November 30, 1998
Shares or
Principal Fair
Description Amount Cost Value
- -------------------------------------- ----------- ----------- -----------
FIXED FUND
Life of Virginia Insurance Company
Guaranteed Investment Contracts
6.42% due April 30, 1999 $ 2,141,481 $ 2,141,481 $ 2,141,481
Protective Life Insurance Company
Guaranteed Investment Contracts
5.96% due July 31, 2001 1,325,610 1,325,610 1,325,610
Jackson Natural Life Group Pension
Guaranteed Investment Contracts
7.10% due April 30, 2000 and 2001 3,344,219 3,344,219 3,344,219
National City Bank Temporary CD 12,663 12,663 12,663
Fund American Express Trust
Collective Fund 1,268 58,193 59,810
----------- ------------
Subtotal 6,882,166 6,883,783
----------- ------------
EQUITY FUND
Fidelity Growth and Income Fund 306,034 9,546,460 13,434,871
National City Bank Temporary CD Fund 39,318 39,318 39,318
----------- ------------
Subtotal 9,585,778 13,474,189
----------- ------------
LOAN FUND
Loans to Participants, 8.0% to
9.9%, due January 3, 1999, through
August 10, 2018 1,316,830 1,316,830 1,316,830
----------- ------------
Retirement Savings Plan for Employees of
Tokheim Corporation and Subsidiaries
Item 27a - Schedule of Assets Held for Investment Purposes, Continued
As of November 30, 1998
Shares or
Principal Fair
Description Amount Cost Value
- -------------------------------------- ----------- ----------- ------------
COMPANY STOCK FUND
Tokheim Corporation Common Stock 68,527 981,781 591,045
National City Bank Temporary CD
Fund 13,351 13,351 13,351
----------- ------------
Subtotal 995,132 604,396
----------- ------------
MONEY MARKET FUND
Federated Money Market Trust 248,416 248,416 248,416
National City Bank Temporary
CD Fund 18,511 18,511 18,511
----------- ------------
Subtotal 266,927 266,927
----------- ------------
BALANCED FUND
Fidelity Balanced Fund 178,136 2,507,030 2,832,363
National City Bank Temporary
CD Fund 31,324 31,324 31,324
----------- ------------
Subtotal 2,538,354 2,863,687
----------- ------------
THE COMMON STOCK ESOP
Tokheim Corporation Common Stock 116,708 2,003,544 1,006,607
National City Bank Temporary
CD Fund 12,033 12,033 12,033
----------- ------------
Subtotal 2,015,577 1,018,640
----------- ------------
THE PREFERRED STOCK ESOP
Tokheim Corporation Common Stock 621 5,639 5,356
Tokheim Corporation Convertible
Preferred Stock 755,131 18,878,275 18,878,275
National City Bank Temporary
CD Fund 188,716 188,716 188,716
----------- ------------
Subtotal 19,072,630 19,072,347
----------- ------------
Total investments $42,673,394 $45,500,799
=========== ============
Retirement Savings Plan for Employees of
Tokheim Corporation and Subsidiaries
Item 27d - Schedule of Reportable Transactions
For the year ended November 30, 1998
<TABLE>
<CAPTION>
Current
Value
of Asset on
Description of Purchase Selling Cost of Transaction Net
Identity of Party Involved Transactions Price Price Asset Date Gain
- -------------------------- ----------------------- ---------- ---------- ---------- -------------- ---------
Series of transactions in one security in excess
of 5% of current value of plan assets.
- ------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Fidelity Growth and Income Fund Mutual Stock Fund
Aggregate of 17 $1,741,597 $1,741,597 $ 1,741,597
purchases
Aggregate of 2 sales $ 282,000 169,322 282,000 $ 112,678
National City Bank Certificate of Deposit
Aggregate of 441 6,875,016 6,875,016 6,875,016
purchases
Aggregate of 130 sales 6,709,764 6,709,764 6,709,764
</TABLE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
statement on Form S-8 (No. 1-6018) of Tokheim Corporation of our report
dated April 30, 1999 relating to the financial statements, which appears in
this Form 11-K.
Fort Wayne, Indiana
May 28, 1999
