SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant (x)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, For Use of the
(x) Definitive Proxy Statement Commission Only (as
( ) Definitive Additional Materials permitted by Rule 14a-
( ) Soliciting Material Under Rule 6(e)(2))
TOKHEIM CORPORATION
--------------------
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
(x) No fee required.
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11. (1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined:
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( ) Fee paid previously with preliminary materials:
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( ) Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date
of its filing.
(1) Amount previously paid:
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TOKHEIM CORPORATION
Fort Wayne, Indiana
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 26, 2000
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 Tolcheim Athletic
Association Clubhouse at 1602 Wabash Avenue, Fort Wayne, Indiana 46803, on
Wednesday, April 26, 2000, at 9:30 a.m., Eastern Standard Time, for the
following purposes:
1. To elect three 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 2000 fiscal year.
3. To consider and act upon a shareholder proposal concerning employee
stock options.
4. 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 28,
2000, 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,
1999, 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,
March 28,2000 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 26, 2000, 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 PO. Box 360, Fort Wayne, fN 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 28, 2000.
Shareholders of record at the close of business on February 28, 2000,
are entitled to notice of and to vote at the meeting. On that date, there
were 12,669,377 shares of Common Stock outstanding, each share entitled to
one vote, and 793,881 shares of Convertible Preferred Stock, each share
entitled to one vote.
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.
Shareholders do not have cumulative voting rights with respect to the
election of directors.
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 number 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. Three directors are to be elected at the 2000 Annual Meeting, three
directors at the 2001 Annual Meeting, and four directors at the 2002 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 nomince(s)
is not available, the persons named in the proxy will vote for substitute
nominee(s) designated by the Board of Directors. 2
All of the nominees to be elected at the 2000 Annual Meeting have
been serving as directors and were elected by vote of the shareholders.
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 2003 ANNUAL MEETING
<TABLE>
<CAPTION>
Common Shares
Principal Occupation Beneficially
or Employment and Director Owned as of
Directorships Age Since February 28, 2000
-------------------- --- -------- -----------------
<S> <C> <C> <C>
ROBERT M. AKIN, III......................................... 64 1993 11,800
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.............................................. 68 1993 18,600
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............................................ 62 1995 52,400
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.
</TABLE>
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 2001 ANNUAL MEETING
<TABLE>
<CAPTION>
Common Shares
Principal Occupation Beneficially
or Employment and Director Owned as of
Directorships Age Since February 28, 2000
-------------------- --- -------- -----------------
<S> <C> <C> <C>
B. D. COOPER.................................................... 57 1993 6,800
Chairman of the Board and Chief Executive Officer of PE.S., Inc.,
which sells and distributes petroleum equipment to the petroleum
industry. He has also served as President of PE.I. and S.T.I. He
is also a director of Delhi Bancshares and Chairman of the Board
of Heritage Banks.
LEO J. HAWK .................................................... 67 1998 12,000
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............................................... 59 1992 84,034
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.
</TABLE>
DIRECTORS WHOSE TERMS EXPIRE AT THE 2002 ANNUAL MEETING
<TABLE>
<CAPTION>
Common Shares
Principal Occupation Beneficially
or Employment and Director Owned as of
Directorships Age Since February 28, 2000
-------------------- --- -------- -----------------
<S> <C> <C> <C>
WALTER S. AINSWORTH........................................... 71 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........................................ 69 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...................................... 59 1986 5,600
Vice President for Research and Dean of the Graduate
School, University of Florida. He is also director of
First Union National Bank of Gainesville.
IAN M. ROLLAND............................................... 66 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 NiSOURCE, Wells Fargo, and Bright
Horizons Family Solutions.
</TABLE>
BOARD OF DIRECTORS AND BOARD COMMITTEES
The Company's Board of Directors held eleven meetings during the past
fiscal year. The Board of Directors has established the following
Committees: Audit, Compensation, Executive, and Strategy & Technology.
Members normally serve on a Committee for a three-year period. Each
director, with the exception of Richard W. Hansen, 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.
Hansen, unable to attend several meetings because of other business
commitments, did attend 72% 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 the Internal Audit Department and independent
auditors to review (1) internal audits of a significant nature, (2)
external audit scope in planning, and (3) comments to management on
significant items related to the external audit. The following directors
currently comprise the Audit Committee: James K. Baker; B. D. Cooper; Dr.
Winfred M. Phillips; and Ian M. Rolland.
Compensation Committee. The Compensation Committee, which consists of
three non-employee directors, met four 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; B. D. Cooper; and Richard W
Hansen.
Executive Committee. The Executive Committee, which consists of four
non-employee directors and Mr. Pinner, met three 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 Secretary of the Company 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.
Strategy & Technology Committee (formerly known as the Technical
Committee). The Strategy & Technology Committee, which consists of six
non-employee directors, met three 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 Strategy & Technology Committee:
Robert M. Akin, 111; B. D. Cooper; Gerald H. Frieling, Jr.; Richard W.
Hansen; Leo J. Hawk; and Dr. Winfred M. Phillips.
EXECUTIVE OFFICERS
The following table sets forth certain information and ages as of
February 28, 2000, regarding each of Tokheim's executive officers:
Douglas K. Pinne.............. 59 Chairman of the Board, President and
Chief Executive Officer
John A. Negovetich............ 55 Executive Vice President, Finance
and Administration and Chief
Financial Officer
Jacques St-Denis.............. 42 Executive Vice President, Operations
Norman L. Roelke.............. 50 Vice President, Secretary and General
Counsel
Scott A. Swogger.............. 47 President, Tokheirn U.S.
Douglas K. Pinner has been President and Chief Executive Officer of
Tokheim since 1992, a Director since 1992, and Chairman of the Board since
1996. Previously, he was President of Slater Steels Fort Wayne Specialty
Alloys, a whollyowned subsidiary of Slater Industrial of Toronto, which
manufactures stainless steel bar.
John A. Negovetich has been Executive Vice President, Finance and
Administration since 1998 and Chief Financial Officer since 1995. From 1996
to 1998, Mr. Negovetich was President, Tokheirn North America. From 1993 to
1995, Mr. Negovetich was Vice President, Finance, Chief Financial Officer
and a member of the Board of Ardco, Inc. From 1987 to 1992, he served as
Vice President and Chief Financial Officer of Hawker-Siddeley Investments,
Inc.
Jacques St-Denis has been Executive Vice President, Operations since
1998. From 1996 to 1998, he served as President and Director General of
Tokheim-Sofitam S.A. During 1996, he served as Vice President, Tokheim
International. From 1995 to 1996, Mr. St-Denis was Director of Export and
International Operations for the Company. From 1994 to 1995, he was
Tokheim's Director of Marketing, and from 1993 to 1994, he was Director of
Worldwide Services. Previously, Mr. StDenis served as Managing Director of
European Operations and National Sales and Marketing Director, USA, for
Babson Brothers Company.
Norman L. Roelke has been Vice President and General Counsel of
Tokheim since 1994 and Secretary since 1995. From 1987 to 1994, Mr. Roelke
served as the Company's Corporate Counsel.
Scott A. Sivogger has been President, Tokheim U.S., since 1997. From
1995 to 1997, he served as Vice President, Quality Systems. From 1994 to
1995, he was Tokheim's Director of Quality Assurance. Previously, he served
as the Company's Senior Manager of Quality Assurance.
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 1999 $476,883 $ --- $12,317(2) $ --- $ 75,000 $98,733(3)
Chairman, President and 1998 401,083 300,000 85,445 --- --- 84,015
Chief Executive Officer 1997 373,333 190,000 4,763 462,500 105,000 67,705
John A. Negovetich 1999 $284,947 $ --- $ 2,170(4) $ --- $ 31,000 $43,367(5)
Executive Vice President, 1998 238,233 120,000 24,807 --- --- 34,949
Finance & Administration 1997 210,000 84,000 11,603 138,750 30,000 20,866
and Chief Financial Officer
Jacques St-Denis 1999 $284,947 $ --- $ 847(6) $ --- $ 31,000 $21,270(7)
Executive Vice President, 1998 235,317 120,000 23,658 --- --- 18,257
Operations 1997 175,000 70,000 39,589 138,750 50,000 14,323
Norman L. Roelke 1999 $183,417 $ --- $ 1,546(l) $ --- 15,000 $25,793(9)
Vice President, Secretary, 1998 154,583 50,000 8,407 --- --- 23,125
and General Counsel 1997 139,167 45,000 942 46,250 20,000 19,234
Scott A. Swogger 1999 $171,996 $ --- $ 844(10) $ --- 10,000 $13,255(11)
President, Tokheim U.S. 1998 159,305 50,000 490 --- --- 12,493
1997 119,961 25,000 443 --- 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 1998 and 1997 have
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 $5,927 and value of
Company-provided car of $6,390.
3) Includes Company contributions to the Retirement Savings Plan of $8,800;
term life insurance premiums of $11,583; and $78,350 estimated present
value of cash surrender value for 1999 to be received in future years.
4) Represents taxes paid on Mr. Negovetich's behalf
5) Includes Company contributions to the Retirement Savings Plan of $8,800;
term life insurance premiums of $4,240; and $30,327 estimated present
value of cash surrender value for 1999 to be received in future years.
6) Represents taxes paid on Mr. St-Denis'behalf
7) Includes Company contributions to the Retirement Savings Plan of $8,800;
term life insurance premiums of $1,655; and $10,815 estimated present
value of cash surrender value for 1999 to be received in future years.
8) Represents taxes paid on Mr. Roelke's behalf of $1,096 and a patent
bonus of $450.
9) Includes Company contributions to the Retirement Savings Plan of $8,800;
term life insurance premiums of $2,142; and $14,851 estimated present
value of cash surrender value for 1999 to be received in future years.
10) Represents taxes paid on Mr. Swogger's behalf of $523 and reimbursement
for computer of $321.
11) Includes Company contributions to the Retirement Savings Plan of
$8,800; term life insurance premiums of $1,021; and $3,434 estimated
present value of cash surrender value for 1999 to be received in future
years.
The following table sets forth information regarding the Stock
Appreciation Rights (SARs) and stock options granted to the executive
officers during the last fiscal year ending November 30, 1999.
<TABLE>
<CAPTION>
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
Potential realizable value Alternative
at assumed annual rates to (f) and (g):
of stock price appreciation grant date
Individual Grants for option term value
- ------------------------------------------------------------------------ --------------------------- ---------------
Number of Percent
securities of total
underlying options/SARs Grant
Name Options/SARs granted to Exercise Expiration 5%($) 10%($) date
granted(#) employees or base date present
in fiscal price value
year ($/Sh) $
(a) (b) (c) (d) (e) (f) (g) (f)
- ------------------ ------------ ------------ --------- ---------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Douglas K. Pinner 75,000 21% $8.6875 3/17/09 $684,141 $716,719 $-0-
John A. Negovetich 31,000 9% $8.6875 3/17/09 $282,778 $296,244 $-0-
Jacques St-Denis 31,000 9% $8.6875 3/17/09 $282,778 $296,244 $-0-
Norman L. Roelke 15,000 4% $8.6875 3/17/09 $136,828 $143,344 $-0-
Scott A. Swogger 10,000 3% $8.6875 3/17/09 $ 91,219 $ 95,563 $-0-
</TABLE>
The following table sets forth information regarding exercisable Stock
Appreciation Rights and exercisable stock options held as of the end of
fiscal year 1999 and valued as of November 30, 1999.
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTIONS/SAR VALUES
Securities Value of
Underlying Unexercised
Unexercised In-The-Money
Options/SARs Options/SARs
at Fiscal at Fiscal
Shares Year-End(#) Year-End($)
Acquired Value ---------------- ---------------
on Exercise Realized Exercisable(E)/ Exercisable(E)/
Name (#) ($) Unexercisable(U) Unexercisable(U)
- ----------------- ----------- -------- ---------------- ----------------
Douglas K. Pinner -0- -0- 52,500(E) -0- (E)
127,500(U) -0- (U)
John A. Negovetich -0- -0- 37,500(E) -0- (E)
53,500(U) -0- (U)
Jacques St-Denis -0- -0- 25,000(E) -0- (E)
56,000(U) -0- (U)
Norman L. Roelke -0- -0- 27,000(E) -0- (E)
25,000(U) -0- (U)
Scott A. Swogger -0- -0- 14,000(E) -0- (E)
21,500(U) -0- (U)
COMPENSATION OF DIRECTORS
During fiscal year 1999, 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 or for the second meeting attended in the
same day. 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 Cominission. 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, with the exception of
one transaction by Robert M. Akin, 111, who purchased 3,000 shares in
October 1999.
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 an executive officer is terminated without cause (as defined
in the agreements themselves) or 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 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
approximatesized 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. The Committee utilized Hewitt Associates to perform an analysis
of the Company's compensation program for top executives. After reviewing
the analysis of Hewitt Associates, the Committee inclined toward judging
the operational results of the Company over a longer time frame before
making compensation adjustments. The salaries recommended by Hewitt
Associates were greater than the Committee desired to implement at this
time. It was decided that future compensation, while still incorporating
the elements of base salary, bonus, and long-term incentives, should depend
upon the achievement of specific measurable financial targets and goals.
Based upon Mr. Pinner's increased responsibilities as a result of the
acquisition of the RPS business and an effort by the Committee to maintain
the President and Chief Executive Officer's salary in the range for
presidents and chief executive officers of like manufacturing companies,
Mr. Pinner's base salary for fiscal year 1999 was increased 20%. 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
longterm 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.
During the year, Mr. Pinner was granted Stock Appreciation Rights
(SARs) to 75,000 shares; Mr. Negovetich was granted SARs to 3 1,000 shares;
Mr. St-Denis was granted SARs to 3 1,000 shares; Mr, Roelke was granted
SARs to 15,000 shares; and Mr. Swogger was granted an incentive stock
option for 10,000 shares.
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.
There were no cash bonuses awarded for fiscal 1999.
Committee Composition
This Report is submitted by the Compensation Committee of the Board of
Directors, which is comprised of Walter S. Ainsworth, Chairman; B. D.
Cooper; and Richard W. Hansen.
Walter S. Ainsworth, Chairman
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 returns of the Russell 2000 Index and
Peer Group:
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
Tokheirn Corporation, Russell 2000 Index And Peer Group
(Performance Results Through 11/30/99)
1994 1995 1996 1997 1998 1999
- ------------------------------------------------------------------------
TOKHEIM CORP 100.0 79.10 107.46 224.63 102.99 38.07
Russell 2000 Index 100.0 128.28 149.39 184.11 171.60 196.34
Peer Group 100.0 149.41 197.60 283.47 172.83 292.89
Assumes $100 invested at the close of trading on 11/94 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 Stock Stock Percent
Name Stock in the RSP in the RSP Options of Class
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Walter S. Ainsworth 6,414(1) - - - *
Robert M. Akin, III 11,800 - - - *
James K. Baker 18,600 - - - *
B. D. Cooper 6,800(2)(3) - - - *
Gerald H. Frieling, Jr. 8,400 - - - *
Richard W Hansen 52,400 - - - *
Leo J. Hawk 12,000 - - - *
John A. Negovetich 10,500 1,028 1,037 37,500 *
Winfred M. Phillips 5,600 - - - *
Douglas K. Pinner 84,034 6,275 2,504 52,500 1.1
Norman L. Roelke 5,464 768 3,388 27,000 *
Ian M. Rolland 6,125 - - - *
Jacques St-Denis 16,897 451 2,268 25,000 *
Scott A. Swogger 5,000(4) 15,612 1,806 14,000 *
Executive Officers and
Directors as a Group
(14 persons) 250,034 24,134 11,003 156,000 3.5
</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 4,000 shares, with
respect to which Mr. Cooper disclaims any beneficial interest.
(3) In addition, PE.S., Inc. Pension Plan owns 6,000 shares. Mr. Cooper is
a participant and trustee of the Plan.
(4) In addition, Jane Swogger, Mr. Swogger's wife, owns 1,090 shares, with
respect to which Mr. Swogger disclaims any beneficial interest.
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
- -------------------- -------------------- -------- ----------
The Bank of New York
One Wall Street Convertible
New York, New York 10286 793,881(l) Preferred Stock 100.0
Schlumberger Limited
42, rue St Dominique
75007 Paris, France 2,526,923(l) Common Stock 19.9
- --------
(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 2000. 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 2000, 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.
PricewaterhouseCoopers LLP (formerly Coopers & Lybrand L.L.P) 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 PROPOSAL - EMPLOYEE STOCK OPTIONS
Mr. Ralph E. Spelbring, 236 Bank Street, Elkhart, IN 46516, record
holder of 200 shares of common stock of the Company, has given notice that
he will introduce the following resolution and supporting statement at the
Annual Meeting:
RESOLVED: "Tokheim Corporation shareholders recommend that all
employees who were employed on December 31, 1999, be granted an option to
purchase two hundred (200) shares at the closing price the day this is
approved by shareholders. The option may be exercised from one to five
years from date of grant."
COMMENTS: "Do you believe that shareholders will benefit by having
employees as shareholders? Support this if you believe the answer is yes."
For the reasons set forth below, the Board of Directors recommends a
vote AGAINST the proposal.
This shareholder proposal was excluded from the Company's 1999 Proxy
Statement, as permitted by the proxy rules, because it relates to the
Company's ordinary business operations.
The Board of Directors believes that this shareholder proposal is not
in the best interests of the Company and its shareholders. The Company
currently maintains and contributes matching dollars to a401(k) plan
through which employees of the Company can invest in common stock of the
Company. Moreover, the Compensation Committee of the Board of Directors
believes that it has adequate employee compensation programs in place and
reviews them from time to time to ensure their continued competitiveness in
the Company's industry.
The Board of Directors believes that granting options to employees as
contemplated by this shareholder proposal at the current time would not be
in the best interests of its current shareholders. Given the Company's
current stock price, options would be granted at low exercise prices and
may result in substantial dilution to the Company's current shareholders.
Finally, the Board of Directors believes that the above shareholder
resolution was not submitted in compliance with the requirements for
shareholder proposals contained in the Company's By-Laws. The Company's
By-Laws require that shareholder proposals must be delivered to or mailed
and received by the Secretary of the Company not less than 50 nor more than
90 days prior to the Annual Meeting of Shareholders to which this proposal
relates. The above shareholder resolution was received by the Company on
August 4, 1999, which date is outside the time periods prescribed by the
Company's By-Laws. As a result, the Company reserves the right to declare
the proposal as improper under Indiana law and the Company's By-Laws at the
Annual Meeting.
The affirmative vote of the holders of a majority of the shares
represented and entitled to vote at the meeting is required for the
approval of the foregoing shareholder resolution.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL
SHAREHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING
Shareholder proposals intended to be presented at the 2001 Annual
Meeting of Shareholders, pursuant to Rule 14a8 under the Exchange Act, must
be received by the Secretary, Tokheim Corporation, PO. Box 360, Fort Wayne,
IN 46801 by November 28, 2000.
The Company's By-Laws provide that shareholder nominations for election
as directors or proposals of other business may be made in compliance with
certain advance notice, information, and other application requirements. In
order to be considered, a shareholder's notice of director nomination or
other proposals must be delivered to or mailed and received by the
Secretary of the Company at the address listed above not less than 50 nor
more than 90 days prior to the 2001 Annual Meeting of Shareholders;
provided, however, that in the event that less than 60 days' notice of the
date of the meeting is given to shareholders, notice by the shareholder to
be timely must be so received not later than the close of business on the
tenth day following the day on which such notice of the date of the meeting
was given. A shareholder's notice of director nomination or other proposals
must contain certain information required by the By-Laws. Copies of the
By-Laws are available upon request made to the Secretary of the Company at
the above address. The requirements described above do not supersede the
requirements or conditions established by the SEC for shareholder proposals
to be included in the Company's proxy materials for a meeting of
shareholders.
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,
Norman L. Roelke, Secretary
March 28, 2000
PROXY TOKHEIM CORPORATION PROXY
Proxy Solicited By The Board of Directors
for the Annual Meeting of Shareholders, April 26, 2000
Walter S. Ainsworth and Gerald H. Frieling, Jr., 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 28, 2000, at the Annual Meeting of Shareholders to
be held on April 26, 2000 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 AND "AGAINST" ITEM 3.
<TABLE>
<S> <C>
( ) Check here for address change. ( ) Check here if you plan to attend the meeting.
New Address: __________________________
______________________________________
______________________________________
</TABLE>
(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*
2000 1.Election of Director ( ) ( ) ( )
Nominees: Robert M. Akin, III,
James K. Baker and Richard W.
P Hansen
R
O
X * Write Nominee(s) exception above
Y
For Against Abstain
2. To elect PricewaterhouseCoopers LLP as the ( ) ( ) ( )
independent auditors for the 2000 fiscal year.
3. Shareholder Proposal - Employee ( ) ( ) ( )
Options.
4. Transact any other business that may properly
come before the meeting.
Dated: ________________, 2000
Signature(s) _______________________
____________________________________
Please sign exactly as your name appears. If acting as attorney,
sentative capacity, sign name and indicate title.
Please vote, sign, date, and return this proxy card promptly
using the enclosed envelope.
