TOKHEIM CORPORATION
Fort Wayne, Indiana
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 28, 1999
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 at the Tokheim
Athletic Association Clubhouse at 1602 Wabash Avenue, Fort Wayne,
Indiana 46803, on Wednesday, April 28, 1999, at 9:30 a.m., Eastern
Standard Time, for the following purposes:
1. To elect four directors for three-year terms.
2. To consider and act upon a proposal recommended by the Board of
Directors to elect PricewaterhouseCoopers LLP as the
independent auditors for the 1999 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
26, 1999, 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, 1998, 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
March 30, 1999 Norman L. Roelke, Secretary
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 28, 1999, 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 at the Tokheim Athletic
Association Clubhouse at 1602 Wabash Avenue, Fort Wayne, Indiana 46803.
This Proxy Statement, proxy, along with the Company's Annual Report to
Shareholders, are first being mailed to shareholders on March 30, 1999.
Shareholders of record at the close of business on February 26, 1999,
are entitled to notice of and to vote at the meeting. On that date, there
were 12,696,093 shares of Common Stock outstanding, each share entitled to
one vote, and 771,479 shares of Convertible Preferred Stock, each share
entitled to one vote. Shareholders do not have cumulative voting rights
with respect to the election of directors.
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.
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 1999 Annual Meeting, three
directors at the 2000 Annual Meeting, and three directors at the 2001
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 1999 Annual Meeting have
been serving as directors and were elected by vote of the shareholders. The
Board of Directors previously had a policy that no director could be
elected to serve after reaching their 70th birthday. At the Board of
Directors meeting on February 3, 1999, the directors changed that policy to
allow directors to serve until the age of 75. Walter S. Ainsworth is being
nominated to serve a three-year term. Information as to the nominees and
each of the current directors whose term continues after the Annual Meeting
follows:
NOMINEES FOR ELECTION TO SERVE UNTIL THE 2002 ANNUAL MEETING
COMMON SHARES
PRINCIPAL OCCUPATION BENEFICIALLY
OR EMPLOYMENT AND DIRECTOR OWNED AS OF
DIRECTORSHIPS AGE SINCE FEBRUARY 26,1999
-------------------- --- -------- ----------------
WALTER S. AINSWORTH...................... 70 1992 6,414
Former President and Chief Executive
Officer, from 1979 to 1992, of Phelps
Dodge Magnet Wire Company, an
international producer of magnet wire.
He was Senior Vice President of Phelps
Dodge Corp. from 1985 to 1992.
GERALD H. FRIELING, JR. ................. 68 1989 8,400
Vice Chairman of the Board of the
Company since 1996. Former Chairman of
the Board from 1991 to 1996. He was
Chief Executive Officer from 1991 to
1992. Previously, 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.................. 58 1986 5,600
Dean, College of Engineering, and
Associate Vice President, Engineering
and Industrial Experiment Station of
the University of Florida.
IAN M. ROLLAND........................... 65 1981 6,125
Former Chairman and Chief Executive
Officer, from 1992 to 1998, of Lincoln
National Corporation, which provides
life insurance and annuities, property-
casualty insurance and related
services through its subsidiary
companies. Prior to 1992, he was
President and CEO of Lincoln National
Corporation. He is also a director of
Lincoln National Corporation, NIPSCO
Industries, Inc., and Wells Fargo.
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 2000 ANNUAL MEETING
COMMON SHARES
PRINCIPAL OCCUPATION BENEFICIALLY
OR EMPLOYMENT AND DIRECTOR OWNED AS OF
DIRECTORSHIPS AGE SINCE FEBRUARY 26,1999
-------------------- --- -------- ----------------
ROBERT M. AKIN, III...................... 63 1993 8,800
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........................... 67 1993 3,600
Former Vice Chairman of the Board of
Arvin Industries, Inc., a global
manufacturer of automotive products,
from 1996 to 1998. He was Chairman of
the Board of Arvin Industries, Inc.,
from 1993 to 1996. Prior to 1993, he
was Chairman and CEO of Arvin
Industries, Inc. He is also a director
of Amcast Industrial Corp., The GEON
Company, and CINergy Corp.
RICHARD W. HANSEN........................ 61 1995 27,400
Former Chairman, President and Chief
Executive Officer, from 1977 to 1996,
of Furnas Electric Company, a leading
manufacturer of industrial electrical
and electronic motor control products.
DIRECTORS WHOSE TERMS EXPIRE AT THE 2001 ANNUAL MEETING
COMMON SHARES
PRINCIPAL OCCUPATION BENEFICIALLY
OR EMPLOYMENT AND DIRECTOR OWNED AS OF
DIRECTORSHIPS AGE SINCE FEBRUARY 26,1999
-------------------- --- -------- ----------------
B. D. COOPER............................. 56 1993 3,800
Chairman of the Board of P.E.S. Inc.,
which sells and distributes petroleum
equipment to the petroleum industry. He
has also served as President of P.E.S.
Inc. He is also a director of Delhi
Bancshares and Chairman of the Board of
Heritage Banks.
LEO J. HAWK.............................. 66 1998 8,000
Chairman of the Board, since 1992, of
Superior Metal Products, Inc., which
manufactures functional and decorative
hardware for major appliance, office
furniture, and automotive industries.
Prior to 1992, he was President and
CEO of Superior Metal Products, Inc.
DOUGLAS K. PINNER........................ 58 1992 83,339
President and Chief Executive Officer
of the Company since 1992 and Chairman
of the Board since 1996. Prior 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.
BOARD OF DIRECTORS AND BOARD COMMITTEES
The Company's Board of Directors held sixteen 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 Leo J. Hawk, 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. Hawk, unable to attend
several meetings because of other business commitments, did attend 67% of
the scheduled meetings.
AUDIT COMMITTEE. The Audit Committee, which consists of four
non-employee directors, met seven 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.; Winfred M. Phillips; and Ian M. Rolland.
COMPENSATION COMMITTEE. The Compensation Committee, which consists of
four 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; B. D. Cooper;
and Richard W. Hansen.
EXECUTIVE COMMITTEE. The Executive Committee, which consists of four
non-employee directors, met two 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 five
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; Leo J. Hawk; and Winfred M.
Phillips.
EXECUTIVE COMPENSATION
The following tables set forth various aspects of executive
compensation paid by the Company for services over the past three fiscal
years to the Company's Chief Executive Officer and each of the four most
highly compensated executive officers.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM
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 1998 $401,083 $300,000 $ 85,445(2) $ -- -- $ 84,015(4)
Chairman, President, and 1997 373,333 190,000 4,763(2) 462,500(3) 105,000 67,705
Chief Executive Officer 1996 297,917 120,000 2,893(2) -- -- 33,378
John A. Negovetich 1998 $238,233 $120,000 $ 24,807(5) $ -- -- $ 34,949(7)
Executive Vice President, 1997 210,000 84,000 11,603(5) 138,750(6) 30,000 20,866
Finance & Administration 1996 177,690 60,000 58,486(5) -- -- 7,543
and Chief Financial Officer
Jacques St-Denis 1998 $235,317 $120,000 $ 23,658(8) $ -- -- $ 18,257(10)
Executive Vice President, 1997 175,000 70,000 39,589(8) 138,750(9) 50,000 14,323
Operations 1996 148,750 30,000 45,426(8) -- -- 10,211
Norman L. Roelke 1998 $154,583 $ 50,000 $ 8,407(11) $ -- -- $ 23,125(13)
Vice President, Secretary, 1997 139,167 45,000 942(11) 46,250(12) 20,000 19,234
and General Counsel
Scott A. Swogger 1998 $159,305 $ 50,000 $ 490(14) $ -- -- $ 12,493(15)
President, Tokheim U.S. 1997 119,961 25,000 443(14) -- 18,000 10,636
</TABLE>
1) In accordance with the rules of the Securities and Exchange
Commission, a description of the amounts related to fiscal years
1997 and 1996 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.
2) Represents taxes paid on Mr. Pinner's behalf of $79,549; and value
of Company provided car of $5,896 in 1998; and taxes paid on Mr.
Pinner's behalf in 1997 and 1996.
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
$8,800; term life insurance premiums of $10,155; and $65,060
estimated present value of cash surrender value for 1998 to be
received in future years.
5) Represents taxes paid on Mr. Negovetich's behalf of $24,476; and
reimbursement for computer of $332 in 1998. 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
$8,800; term life insurance premiums of $4,241; and $21,907
estimated present value of cash surrender value for 1998 to be
received in future years.
8) Represents taxes paid on Mr. St-Denis' behalf of $23,090; and
reimbursement for computer of $568 in 1998. 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 assignment 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
$8,800; term life insurance premiums of $1,533; and $7,924 estimated
present value of cash surrender value to be received in future years
for 1998.
11) Represents taxes paid on Mr. Roelke's behalf in 1998 and 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
$8,800; term life insurance premiums of $2,080; and $12,245
estimated present value of cash surrender value for 1998 to be
received in future years.
14) Represents taxes paid on Mr. Swogger's behalf in 1998 and 1997.
15) Includes Company contributions to the Retirement Savings Plan of
$8,800; term life insurance premiums of $957; and $2,736 estimated
present value of cash surrender value for 1998 to be received in
future years.
There were no stock awards or stock options exercised in 1998.
The following table sets forth information regarding stock options
exercised during fiscal year 1998 and unexercised options held as of the
end of fiscal year 1998 and valued as of the Record Date.
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTIONS/SAR VALUES
Securities Value of
Underlying Unexercised
Unexercised In-The-Money
Options/SARs Options/SARs
Shares at Fiscal at Fiscal
Acquired Value Year-End (#) Year-End ($)
on Exercise Realized Exercisable(E) Exercisable(E)/
Name (#) ($) Unexercisable(U) Unexercisable(U)
Douglas K. Pinner -0- -0- 26,250(E) -0-(E)
78,750(U) -0-(U)
John A. Negovetich -0- -0- 22,500(E) $11,250(E)
37,500(U) $11,250(U)
Jacques St-Denis -0- -0- 20,000(E) -0-(E)
32,500(U) -0-(U)
Norman L. Roelke -0- -0- 22,000(E) -0-(E)
15,000(U) -0-(U)
Scott A. Swogger -0- -0- 7,750(E) $ 1,825(E)
17,750(U) $ 3,750(U)
COMPENSATION OF DIRECTORS
During fiscal year 1998, 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. Also, each non-employee director
of the Company was granted 1,000 shares of treasury 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 75,
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 these 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 1998 was increased
9%. 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.
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 and for individual performance during the fiscal year
as stated in the Company's Business Plan and approved by the Board of
Directors. Mr. Pinner received a cash bonus of $300,000, which included a
one-time special bonus of $150,000 for directing and accomplishing the RPS
acquisition; and Mr. Negovetich, Mr. St-Denis, and Mr. Roelke received cash
bonuses of $120,000, $120,000, and $50,000, respectively. Included in the
bonus amounts for Mr. Negovetich and Mr. St-Denis was a one-time special
bonus of $60,000 each for the RPS acquisition. Mr. Roelke's bonus amount
included $15,000 for a one-time special bonus for the RPS acquisition.
COMMITTEE COMPOSITION
This Report is submitted by the Compensation Committee of the Board
of Directors, which is comprised of Walter S. Ainsworth, Chairman; James K.
Baker; B. D. Cooper; and Richard W. Hansen.
Walter S. Ainsworth, Chairman
James K. Baker
B. D. Cooper
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 11/30/98)
[PERFORMANCE GRAPH WAS OMITTED]
1993 1994 1995 1996 1997 1998
-------------------------------------------------------
TOKHEIM CORPORATION 100.00 73.63 58.24 79.12 165.39 75.82
Russell 2000 Index 100.00 98.89 126.85 147.73 182.06 169.96
Peer Group 100.00 97.50 143.75 189.36 273.71 170.90
Assumes $100 invested at the close of trading on 11/93 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 IN STOCK IN STOCK PERCENT
NAME STOCK THE RSP THE RSP OPTIONS OF CLASS
---- ------ -------- --------- ----------- --------
<S> <C> <C> <C> <C> <C>
Walter S. Ainsworth....... 6,414(1) -- -- * *
Robert M. Akin, III....... 8,800 -- -- * *
James K. Baker.......... 3,600 -- -- -- *
B. D. Cooper.............. 3,800(2)(3) -- -- -- *
Gerald H. Frieling, Jr.... 8,400 -- -- -- *
Richard W. Hansen......... 27,400 -- -- -- *
Leo J. Hawk............... 8,000 -- -- -- *
John A. Negovetich........ 10,500 379 600 22,500 *
Winfred M. Phillips....... 5,600 -- -- -- *
Douglas K. Pinner......... 79,034 4,305 1,940 26,250 *
Norman L. Roelke.......... 5,464 728 2,780 22,000 *
Ian M. Rolland............ 6,125 -- -- -- *
Jacques St-Denis.......... 11,897 424 1,733 20,000 *
Scott A. Swogger.......... -- 323 1,254 7,750 *
Executive Officers and
Directors as a Group
(14 persons)............ 185,034 6,159 8,307 98,500 2.3
</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:
NAME OF INDIVIDUAL AMOUNT AND NATURE OF CLASS OF PERCENT OF
OR IDENTITY OF GROUP BENEFICIAL OWNERSHIP SHARES SHARES
-------------------- -------------------- -------- ----------
National City Bank
fka Fort Wayne National
Bank Convertible
110 West Berry Street Preferred
Fort Wayne, Indiana 468 771,479 Stock 100.0
Schlumberger Limited
42 rue St Dominique
75007 Paris, France 2,526,923 Common Stock 16.6
David L. Babson and
Company, Inc.
One Memorial Drive
Suite 1100
Cambridge, Massachusett 1,481,100 Common Stock 11.9
Dresdner RCM Global
Investors
Four Embarcadero Center
San Francisco, California 1,251,86 Common Stock 9.9
Dimensional Fund Advisors,
Inc.
1299 Ocean Avenue
11th Floor
Santa Monica, California 718,700 Common Stock 5.7
(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.
(2) Represents shares for which the Schlumberger Warrants are exercisable.
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
PricewaterhouseCoopers LLP as independent auditors for fiscal year 1999. In
accordance with that recommendation, the Board of Directors proposes
adoption of the following resolution:
RESOLVED, That PricewaterhouseCoopers LLP be and hereby is
elected independent auditors to audit the accounts and records of
the Company for fiscal year 1999, 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. (now known as PricewaterhouseCoopers LLP)
has audited the accounts of the Company for many years. A representative of
PricewaterhouseCoopers LLP 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 2000 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 2000 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 2000 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
Norman L. Roelke, Secretary
March 30, 1999
PROXY TOKHEIM CORPORATION PROXY
PROXY SOLICITED BY THE BOARD OF DIRECTORS6
FOR THE ANNUAL MEETING OF SHAREHOLDERS, APRIL 28, 1999
Robert M. Akin, III, and Richard W. Hansen, or either of them, each
with the power of substitution and revocation, are hereby authorized to
represent the undersigned, with all powers which the undersigned would
possess if personally present, to vote the shares of common stock and
convertible preferred stock of Tokheim Corporation held on record by the
undersigned on February 26, 199 at the Annual Meeting of Shareholders to be
held on April 28, 1999 at the Tokheim Athletic Association Clubhouse, 1602
Wabash Avenue, Fort Wayne, Indiana, at 9:30 a.m., and at any postponement
or adjournment thereof. THIS PROXY WILL BE VOTED AS DIRECTED OR, IN THE
ABSENCE OF SPECIFIC DIRECTIONS, SAID PROXY IS AUTHORIZED TO VOTE "FOR"
ITEMS 1 AND 2.
( ) Check here for address change. ( ) Check here if you plan
to attend the meeting.
New Address: __________________________
_______________________________________
_______________________________________
(Continued and to be signed on reverse side.)
TOKHEIM CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY ( X )
For Withhold For All
All All Except
1. Election of Directors - ( ) ( ) ( )
Nominees: Walter S. Ainsworth,
Gerald H. Frieling, Jr.,
Winfred M. Phillips, and
Ian M. Rolland
_______________________________
For Against Abstain
2. To elect PricewaterhouseCoopers LLP ( ) ( ) ( )
as the independent auditors for the
1999 fiscal year.
3. To transact any other business that
may properly come before the meeting.
Dated: ________________, 1999
Signature(s) _______________________
____________________________________
Please sign exactly as your name appears. If acting as attorney, executor,
trustee or in representative capacity, sign name and indicate title.
Please vote, sign, date, and return this proxy card promptly using the
enclosed envelope.
