NEWS from TOKHEIM CORPORATION
CONTACT:
<TABLE>
<S> <C>
Robert L. Macdonald Van Negris / Philip J. Denning / John P. Kehoe
Executive Vice President, Finance Kehoe, White, Van Negris & Company, Inc.
and Chief Financial Officer (212) 396-0606
Tokheim Corporation
(219) 470-4683
</TABLE>
FOR RELEASE TO NATIONAL CIRCUIT, ANALYSTS, AND TOKHEIM NEWSFAX.
TOKHEIM COMMENCES PREPACKAGED FINANCIAL RESTRUCTURING PROCEEDING
UNDER CHAPTER 11 WITH STRONG BANK AND BONDHOLDER SUPPORT;
COMPANY TO SEEK APPROVAL FOR $48 MILLION CREDIT FACILITY FROM LENDING GROUP
COURT PROCEEDING TO HAVE MINIMAL IMPACT ON OPERATIONS;
EMPLOYEE JOBS, TRADE CREDITORS AND CUSTOMER SERVICES
EXPECTED TO REMAIN UNAFFECTED
FORT WAYNE, INDIANA - AUGUST 28, 2000 - Tokheim Corporation (OTC BB: TOKM)
announced today that it has filed its previously announced prepackaged plan
of reorganization for the Company and its U.S. subsidiaries with the
overwhelming support of its banks and bondholders. The Company has filed a
Chapter 11 petition in the United States Bankruptcy Court for the District
of Delaware (the "Court"). The Company's non-U.S. subsidiaries would not be
affected. The Company has filed motions for court approval to continue to
pay its employees and trade creditors in the normal course of business,
which motions are expected to be approved by the court shortly. The
restructuring plan does not contemplate any factory closures or headcount
reductions.
The Company also announced that, concurrent with the court filing, it has
filed a motion for authority to enter into a credit agreement with its
lending group to provide the Company with an approximately $48 million
debtor-in-possession (DIP) credit facility which will be converted into a 5
year revolving facility upon the Company's emergence from the restructuring
process.
Douglas K. Pinner, Chairman, President and Chief Executive Officer of
Tokheim, stated: "We are gratified by the extremely strong support of our
banks and bondholders in endorsing our plan. The plan will enable the
Company to achieve greater financial stability in the wake of the
unforeseen market disruption caused by the mergers among the major oil
companies and by the weakening of European currencies against the U.S.
dollar. With bank and bondholder approval and financing in place, today's
filing represents an important step in the successful completion of
Tokheim's broader restructuring plan. We intend to petition the Court for a
confirmation hearing as quickly as possible.
"Once we have completed this process, we expect Tokheim to emerge as a
stronger company with a sound financial structure that is appropriate not
only for today's level of business activity but also for the expected
future growth of the business as the major oil companies and the
distributor business segment resume normal levels of capital investment. We
will have the reinforced financial foundation on which Tokheim can continue
to build its position as the global leader in its industry, bringing
continued leadership in technology, quality, focus and customer service."
-- m o r e --
Pursuant to the plan, which is subject to court approval, the Company's
employees' rights to receive cash redemptions of preferred stock held by
the Retirement Savings Plan (RSP) will be preserved.
Under the terms of the prepackaged financial restructuring plan, the
Company's approximately 12,669,000 shares of outstanding common stock will
be cancelled. In exchange for their notes, the holders of $260 million of
senior and junior subordinated notes and certain other unsecured creditors
will receive 4,500,000 shares of new common stock representing 90 percent
of the equity value of the restructured Company, subject to dilution for
warrants to existing shareholders and management options. Members of the
bank group will receive warrants with a 5 year term to purchase 678,334
shares of the new common stock at an exercise price of $0.01 per share.
Holders of existing common stock, which will be cancelled, will receive
warrants with a 6 year term giving them the right to acquire an aggregate
of 549,451 shares of the new common stock of the reorganized Company at an
exercise price of $49.50 per share.
Tokheim, based in Fort Wayne, Indiana has grown to become the world's
largest producer of petroleum dispensing devices. Tokheim Corporation
manufactures and services electronic and mechanical petroleum dispensing
systems. These systems include petroleum dispensers 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 preceded by,
followed by or that include the words "may," "will," "should," "could,"
"expects," "plans," "anticipate," "believes," "estimates," "predicts,"
"potential," or "continue" or the negative of such terms and other
comparable terminology and words of similar import, constitute
"forward-looking statements" within the meaning of Section 27A of the
Securities Act, Section 21C of the Securities Exchange Act of 1934 and 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: inability to complete the
Chapter 11 proceedings as expeditiously as contemplated; inability to
obtain the requisite court approval for the restructuring plan; changes to
the terms of the restructuring plan; 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; business disruptions; material adverse changes
in economic conditions in the markets we serve; inability to forecast or
achieve future operating results; fluctuations in exchange rates among
various foreign currencies; costs in adjusting to the Euro; changes in, or
failure of the Company to comply with current and future governmental,
environmental or other regulatory actions and conditions in our operating
areas; competition from others in the industry; increases in labor costs
and relations with union bargaining units representing our employees; the
integration of our operations with those of businesses we have acquired or
may acquire in the future and the realization of the expected benefits;
failure to obtain new customers or retain existing customers; inability to
protect proprietary technology or to integrate new technologies; changes in
business strategy or development plans; lack of funds for capital
expenditures or R&D; inability to carry out strategies to accelerate new
product development programs; changed demand for new products; loss of key
management; adverse publicity; contingent claims asserted against the
Company; and loss of significant customers or suppliers; and other risks
and uncertainties as may be detailed from time to time in our public
announcements and SEC filings. 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.
# # #
