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) October 16, 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 File Number) (Commission (IRS Employer
of Incorporation) 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)
TOKHEIM CORPORATION
Commission File Number 1-6018
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
As previously reported, on August 28, 2000, Tokheim Corporation (the
"Company") filed a petition for relief under Chapter 11 of the United
States Bankruptcy Code (the "Bankruptcy Code") by filing a Joint
Prepackaged Plan of Reorganization as supplemented on September 29, 2000
(the "Plan"), for the Company and its U.S. subsidiaries with the United
States Bankruptcy Court for the District of Delaware (the "Bankruptcy
Court"). Case No. 00-03455 (PJW). The Bankruptcy Court entered an order
confirming the Plan on October 5, 2000 (the "Confirmation Date").
A copy of the press release, dated October 5, 2000, announcing
confirmation of the Plan is attached hereto as Exhibit 2.2.
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 (incorporated herein by
reference to the Company's Current Report on Form 8-K dated
September 11, 2000).
2.2 Press release announcing the confirmation of the Plan by the
Bankruptcy Court, dated October 5, 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: October 16, 2000 By: /s/ DOUGLAS K. PINNER
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Douglas K. Pinner
Chairman, President and Chief Executive Officer
Date: October 16, 2000 By: /S/ ROBERT L. MACDONALD
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Robert L. Macdonald
Executive Vice President, Finance and
Chief Financial Officer
EXHIBIT 2.2
NEWS from TOKHEIM CORPORATION
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<S> <C>
CONTACT:
Robert L. Macdonal 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
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FOR RELEASE TO NATIONAL CIRCUIT, ANALYSTS, AND TOKHEIM NEWSFAX.
TOKHEIM'S PREPACKAGED FINANCIAL RESTRUCTURING PLAN CONFIRMED BY COURT
FORT WAYNE, INDIANA - OCTOBER 5, 2000 - Tokheim Corporation (OTC BB: TOKM)
announced today that its previously announced prepackaged financial
restructuring plan under Chapter 11 has been confirmed by the United States
Bankruptcy Court for the District of Delaware. Confirmation comes only 38
days after Tokheim filed its prepackaged restructuring plan with the Court.
Douglas K. Pinner, Chairman, President and Chief Executive Officer, stated:
"This is the most important date in the life of the new Tokheim
Corporation. The restructuring and recapitalization has significantly
reduced the outstanding debt of the old Company and has provided $48
million in new credit facilities. With the restructuring behind us, the new
Tokheim is now positioned to capitalize on its technological superiority
and thus reinforce its leadership position in the industry.
"We are very appreciative of the strong support provided by our customers,
suppliers, employees and advisors throughout the restructuring period,
which has enabled the Company's prepackaged restructuring plan to be
confirmed on an accelerated timetable. We believe we will demonstrate that
such support was fully warranted by maintaining and enhancing our strong
business and market leadership position going forward."
The Company's current management will continue to lead the newly
reorganized company. A new Board of Directors will be announced shortly
with Douglas K. Pinner, President and Chief Executive Officer, continuing
to serve as Chairman of the Board.
Cancellation of existing common stock and distribution of warrants to
previous shareholders and distributions of new common stock to bondholders,
as outlined in the Plan of Reorganization, are expected to begin shortly.
Tokheim, based in Fort Wayne, Indiana is 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 consummate
the restructuring plan as approved by the court; 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 projected 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.
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