SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) September 11, 2000
TOKHEIM CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Indiana 1-6018 35-0712500
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
10501 Corporate Drive, Fort Wayne, IN 46845
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(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (219)-470-4600
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
On August 28, 2000, Tokheim Corporation (the "Company") filed a Joint
Prepackaged Plan of Reorganization (the "Plan") for the Company and its
U.S. subsidiaries pursuant to chapter 11 of the United States Bankruptcy
Code with the United States Bankruptcy Court for the District of Delaware.
The Company has received support of the Plan from its senior lenders and
the holders of its senior and junior subordinated notes (the "Notes"). The
Bankruptcy Court has set a hearing on confirmation of the Plan for October
4, 2000.
The Plan provides, among other things, that: (i) the existing bank
credit agreement will be restructured to comprise a 5 year senior term
facility of approximately $140 million, and a 5 year special facility of
approximately $100 million on which interest will be accrued but not paid
until at least December 31, 2002; (ii) the Company's bank group will
provide, in addition to the $240 million facilities detailed above, a
debtor-in-possession facility of approximately $48 million which will be
converted into a revolving facility upon the Company's emergence from the
reorganization; (iii) members of the bank group will receive warrants with
a five year term to purchase 678,334 shares of the new common stock at an
exercise price of $0.01 per share; (iv) 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% of the equity value of the restructured Company, subject
to dilution for warrants to existing shareholders and management options;
(v) the Company's employees' rights to receive cash redemption of preferred
stock held by the Retirement Savings Plan will be preserved; (vi) the
Company's approximately 12,669,000 shares of outstanding common stock will
be cancelled and existing holders of common stock will receive "out of the
money" warrants with a six 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; and (vii) the holders of
junior subordinated notes will receive their pro rata share of new junior
warrants, exercisable at a price of $30.00 per share, to purchase 555,556
shares of new common stock.
The Company and its U.S. subsidiaries are authorized to continue to
meet their financial obligations with respect to salaries and benefits, and
pre-filing and post-filing obligations to on-going trade suppliers provided
that such suppliers agree to provide goods and services on standard
business terms. The Company is also authorized to access $20.0 million of
its new $48.0 million debtor-in-possession credit facility to be provided
by the Company's bank group. The Bankruptcy Court has set a September 20,
2000, hearing to consider allowing the Company access to the remaining
$28.0 million.
A copy of the Disclosure Statement filed under Chapter 11 (including
a copy of the Plan which is attached thereto as Exhibit A) is attached
hereto as Exhibit 2.1. A copy of the press release, dated August 28, 2000,
announcing the filing of the prepackaged plan of reorganization is attached
hereto as Exhibit 2.2. A copy of the press release, dated August 31, 2000,
announcing the results of the first-day hearing is attached hereto as
Exhibit 2.3.
Exhibit
Number Description
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2.1 Disclosure Statement (including a copy of the Plan which is
attached thereto as Exhibit A) under Chapter 11 of the U.S.
Bankruptcy Code filed with the U.S. Bankruptcy Court for the
District of Delaware on August 28, 2000.
2.2 Press release announcing the filing of the Disclosure
Statement dated August 28, 2000.
2.3 Press release announcing the results of the first-day hearing
dated August 31, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
TOKHEIM CORPORATION
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Registrant
Date: September 11, 2000 By: /S/ DOUGLAS K. PINNER
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Douglas K. Pinner
Chairman, President and Chief
Executive Officer
Date: September 11, 2000 By: /S/ ROBERT L. MACDONALD
___________________________________________
Robert L. Macdonald
Executive Vice President, Finance and
Chief Financial Officer
