-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, oqiP2bCsAKEkyJkB6PIjWUPTaXZtgeEie47MpAuy3zZt30Oe1+m6faEw1DIkrMP8 odutndOLjAaru+7QqwruHw== 0000098559-94-000028.txt : 19940601 0000098559-94-000028.hdr.sgml : 19940601 ACCESSION NUMBER: 0000098559-94-000028 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931130 FILED AS OF DATE: 19940531 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOKHEIM CORP CENTRAL INDEX KEY: 0000098559 STANDARD INDUSTRIAL CLASSIFICATION: 3580 IRS NUMBER: 350712500 STATE OF INCORPORATION: IN FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06018 FILM NUMBER: 94532306 BUSINESS ADDRESS: STREET 1: P O BOX 360 CITY: FORT WAYNE STATE: IN ZIP: 46801-0360 BUSINESS PHONE: 2194232552 11-K 1 LIVE FILING 1993 11-K TOKHEIM CORP SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended NOVEMBER 30, 1993 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from ______________ to ______________ COMMISSION FILE NO. 1-6018 A. FULL TITLE OF THE PLAN: Retirement Savings Plan for Employees of Tokheim Corporation and Subsidiaries B. NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND ADDRESS OF PRINCIPAL EXECUTIVE OFFICE: Tokheim Corporation 10501 Corporate Drive Fort Wayne, Indiana 46801 (219) 423-2552 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the under- signed hereunto duly authorized. Retirement Savings Plan for the Employees of Tokheim Corporation and Subsidiaries Date: May 27, 1994 By: Jess B. Ford ------------------------------- Vice President, Finance, Secretary, and Chief Financial Officer 1 INDEX OF FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES Page Number Report of Independent Public Accountants................... 5 Financial Statements: Statement of Net Assets Available for Plan Benefits as of November 30, 1993 and 1992......... 6 Statement of Changes in Net Assets Available for Plan Benefits for the years ended November 30, 1993, 1992, and 1991................. 7 Notes to Financial Statements......................... 8-15 Supplemental Schedules: Item 27a - Assets Held for Investment Purposes as of November 30, 1993............................ 16-17 Item 27d - Reportable Transactions for the year ended November 30, 1993............................ 18 2 TOKHEIM CORPORATION AND SUBSIDIARIES CONSENTS OF EXPERTS AND COUNSEL NOVEMBER 30, 1993 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Tokheim Corporation on Form S-8 (File No. 1-6018) of our report dated May 6, 1994, on our audits of the financial statements and financial statement schedules of the Retirement Savings Plan for Employees of Tokheim Corporation and Subsidiaries as of November 30, 1993 and 1992, and for the years ended November 30, 1993, 1992, and 1991, which report is included in this Annual Report on Form 11-K. COOPERS & LYBRAND Fort Wayne, Indiana May 27, 1994 3 RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF TOKHEIM CORPORATION AND SUBSIDIARIES -------------------- Report on Audit of Financial Statements For the years ended November 30, 1993, 1992, and 1991 4 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Participants and Employee Benefits Committee of the Retirement Savings Plan for Employees of Tokheim Corporation and Subsidiaries. We have audited the financial statements of the Retirement Savings Plan for Employees of Tokheim Corporation and Subsidiaries as listed in the accompanying index on page 1. These financial statements are the responsibility of the Plan's management (Tokheim Corporation, "the Company"). Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Company's management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits as of November 30, 1993 and 1992, and the changes in net assets available for plan benefits for each of the three years in the period ended November 30, 1993, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed on page 1 are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for reporting and disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as whole. As discussed in Note 10 to the Financial Statements, the plan changed its method of accounting for benefit payments. COOPERS & LYBRAND Fort Wayne, Indiana May 6, 1994. 5 RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF TOKHEIM CORPORATION AND SUBSIDIARIES STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF NOVEMBER 30, 1993 and 1992 ASSETS 1993 1992 ---- ---- Cash $ 61,127 $ 633 Receivables Contributions Participants 1,450 16,379 Employer 591,649 457,909 Interest 729,175 588,542 1,322,274 1,062,830 Investments, at fair value Loans to participants 210,729 189,153 Tokheim Corporation Common Stock 2,849,381 1,914,589 Tokheim Corporation Preferred Stock 21,210,800 22,991,900 Marketable securities and other 1,273,042 1,266,037 25,543,952 26,361,679 Guaranteed investment contracts, at contract value 8,505,541 9,237,454 Total Investments 34,049,493 35,599,133 Total Assets 35,432,894 36,662,596 LIABILITIES Notes payable 19,205,951 21,280,157 Withdrawal and termination distributions payable 2,648,672 Interest payable 13,959 21,486 Total Liabilities 19,219,910 23,950,315 Net assets available for plan benefits $16,212,984 $12,712,281 The accompanying notes are an integral part of the financial statements 6 RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF TOKHEIM CORPORATION AND SUBSIDIARIES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEARS ENDED NOVEMBER 30, 1993, 1992, and 1991 1993 1992 1991 ---- ---- ---- Additions Participants' contributions $ 1,742,979 $ 1,996,690 $ 2,019,218 Employer contributions 1,997,122 2,006,837 1,796,601 Interest income 831,399 909,956 707,203 Dividend income 1,700,770 1,898,019 1,993,019 Net appreciation (depreciation) in fair value of investments 1,365,996 (552,016) (924,574) Transfers from other plans 179,473 49,276 3,659,552 7,817,739 6,308,762 9,251,019 Deductions Withdrawal and termination distributions 5,372,508 5,394,091 2,887,374 Interest expense 1,592,117 1,710,634 1,869,732 Other expenses 1,083 36,506 6,965,708 7,141,231 4,757,106 Net additions (deductions) 852,031 (832,469) 4,493,913 Net assets available for plan benefits, beginning of year 12,712,281 13,544,750 9,050,837 Adjustment for change in accounting principle 2,648,672 Net assets available for plan benefits, end of year $16,212,984 $12,712,281 $13,544,750 The accompanying notes are an integral part of the financial statements. 7 NOTES TO FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES INVESTMENT TRANSACTIONS AND VALUATIONS - Purchases and sales of securities are accounted for as of the trade date. Gains and losses, if any, which are realized upon the sale of securities are calculated by the average-cost method. Investments are carried at fair values which are based upon published market quotations, if available, and, if not available, upon amounts estimated by the Trustee to be realizable by comparison with securities having similar ratings, yields and maturities. Investments in the Fixed Fund, which are comprised primarily of guaranteed investment contracts, are carried at contract value. Dividend income is accrued on the ex-dividend date and interest income is accrued as earned. See Note 3 regarding the valuation of preferred stock. The Plan presents in the Statement of Changes in Net Assets the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. ADMINISTRATIVE EXPENSES - Costs of administering the Plan are borne by the Company. 2. DESCRIPTION OF PLAN The following description of the Retirement Savings Plan for Employees of Tokheim Corporation and Subsidiaries provides only general information. Participants should refer to the plan agreement for a more complete description of the Plan's provisions. PARTICIPANT CONTRIBUTIONS - Participants may elect to contribute 1% to 11% (in increments of 1%) of their salary to the Plan, as a before-tax contribution. Contributions are paid to the Trustee as each payroll is processed and are allocated to each participant's before-tax contribution account as of the end of the quarter. Participants may elect to have their contributions invested in increments of 25% (5% after November 30, 1993) in any one or more of the investment funds. COMPANY CONTRIBUTIONS - The Plan provides a retirement (base) contribution of 1.5% of salary to all participants in the Plan and a matching contribution with a minimum of two-thirds of the first 6% of employee before-tax contributions that can increase to 150% of the first 6% of contributions depending on the performance (as defined by the Plan) of the Company. In addition, the Company is required to allocate to participants' accounts any excess benefit which may result when the value of shares released is greater than the benefit to be provided by the matching contribution and the retirement contribution. Preferred shares are released as payments are made to reduce the Notes Payable to purchase preferred stock. At November 30, 1993, 244,129 shares had been released and allocated to participants' accounts and 604,303 shares remained encumbered. Base and matching contributions are allocated to each participant's account as of the end of each quarter. They are invested in the preferred stock of the Company in the Preferred Stock ESOP. 8 In addition, as payments are made to reduce the Note Payable to purchase common stock these common shares are released. At November 30, 1993, 103,002 shares had been released and allocated to participants' accounts and 65,067 shares remained encumbered. The shares released are allocated to participants' accounts at the end of each plan year. CONTRIBUTION LIMITATIONS - The Plan Agreement also provides certain limitations on the amount of annual additions to the accounts of participants and the amount of Company contributions in any Plan year. Participants should refer to the plan agreement for a more complete description of limitations on contributions. INVESTMENT FUNDS - Following are descriptions of the investment funds into which participants may elect to have their contributions invested: Company Stock Fund - which is invested in the common stock of Tokheim Corporation. Equity Fund - which is invested primarily in a mutual fund or funds that invest in a diversified portfolio of common stocks of publicly owned corporations. Fixed Fund - which is invested in guaranteed investment contracts (GICs) or in a collective income fund which invests in GICs and similar investment vehicles. Money Market Fund - which is invested in high quality money market instruments. Beginning December 1, 1993, participants may elect to have their contributions invested in a Balanced Fund, which consists of investments in a combination of common stocks, fixed income investments, certificates of deposit, and guaranteed investment contracts. VESTING - Participants are at all times fully vested in their contributions and the Company matching contributions. The 1.5% retirement contribution has a vesting period requirement of five years. WITHDRAWALS - Upon termination of employment by reason of retirement, death, disability, or for any other reason, a participant, or the beneficiary in the case of death, is entitled to receive his/her interest in each investment fund (which consists of the participant's balance in the before-tax contribution account, after-tax contribution account, and vested employer contribution account), including any realized and/or unrealized gains and losses, payable as of the valuation date coincident with or next preceding the date of termination of employment plus any amounts credited to the participant's accounts subsequent to such valuation date. Such distributions will be made in a lump sum as soon as is practicable after termination of employment. 9 The Plan Agreement also provides for in-service withdrawals, in the case of financial hardship, and loans. Participants should refer to the Plan Agreement for a more complete description of the in-service withdrawals. 3. TOKHEIM CONVERTIBLE PREFERRED STOCK During July, 1989, the Plan Trust borrowed $24,000,000 and used those proceeds to purchase $24,000,000 of Tokheim Corporation convertible preferred stock. The preferred stock was priced at a liquidation value of $25 per share, and 960,000 shares were purchased. The dividend rate of the shares is 7.75%. During the current fiscal year, 81,172 shares were allocated to participants at a value of $2,029,300. During the previous years, 274,525 shares were allocated to participants at a value of $6,863,125. In future years approximately 8% of the total amount of shares will be allocated to participants annually. The conversion rate of preferred stock to common stock is one for one. The preferred stock is held only by the Trustees of the Plan and is not traded on an open market. When shares are redeemed, participants have the option to receive an equivalent value in common stock or cash. The preferred stock is valued at "adequate consideration" as determined by the Trustee on the basis of an independent appraisal pursuant to section 3(18) of ERISA and the regulations thereunder. The last day of each plan year is designated to be the ESOP valuation date. An independent appraisal determined the liquidation value to be $25 per share at November 30, 1993. The preferred shares are redeemable at the option of the Company at a price of $26.16 per share in fiscal year 1994, decreasing by $0.20 per share each year thereafter to a redemption price of $25.00 per share in fiscal 2000. The shares are not traded on an open market and, as such, the liquidation value is considered to be the market value. The preferred stock has been used to fund the matching and retirement contributions in the Plan. 4. NOTES PAYABLE The Trust for the Plan has entered into the following debt agreements to purchase company securities for investment by the participants: NOTES PAYABLE TO PURCHASE PREFERRED STOCK - The Trust borrowed $24,000,000 in July 1989 at a variable interest rate payable over 12 years. The outstanding principal balance at November 30, 1993, was $17,533,000 at a rate of 8.2%. Quarterly principal payments are $437,000 to $760,000 through 2001 and are payable on the last day of each quarter. NOTE PAYABLE TO PURCHASE COMMON STOCK - The balance of this note at November 30, 1993, was $1,673,000. Interest is payable quarterly at the prime rate, which was 5.5% at November 30, 1993. Principal payments are $303,000 to $484,000 through 1997 and are made on an annual basis. 10 The Company has guaranteed both of the above borrowings. Debt payments will be funded by dividends received on shares and Company contributions. Aggregate scheduled maturities of the above notes payable during the ensuing five years equal $2,230,766, $2,399,282, $2,580,624, $2,565,810, and $2,442,486, respectively. 5. PARTICIPANTS The following table sets forth the number of participants at year end by fund type for fiscal years 1993 and 1992: 1993 1992 ---- ---- Fixed Fund 944 1,003 Equity Fund 227 238 Common Stock Fund 203 215 Money Market Fund 142 152 The Common Stock ESOP 1,237 1,121 The Preferred Stock ESOP 1,249 1,237 The total number of participants in the Plan was 1,249 and 1,237 at November 30, 1993 and 1992, respectively. This was less than the sum of the number of participants shown above because many were participating in more than one fund. 6. TAX STATUS Tokheim Corporation received a tax determination letter from the Treasury Department dated February 4, 1994, indicating that the Plan is qualified and that the trust established under the plan constitutes a qualified trust under section 401(a) of the Internal Revenue Code and is therefore exempt from federal income taxes under provisions of Section 501(a). 7. PLAN TERMINATION Tokheim Corporation has not expressed any intent to discontinue its contributions. If there should be such a discontinuance resulting in termination of the Plan, it would be subject to provisions set forth in the Employee Retirement Income Security Act of 1974 (ERISA) and the net assets of the trust (after reduction of any expenses or taxes chargeable against the trust) would be allocated among the participants and beneficiaries of the Plan in the order specified by ERISA. 11 8. TRANSFERS FROM OTHER PLANS On January 1, 1991, substantially all union employees participating in the Company's collectively bargained plans became eligible to participate in the Plan. The Company transferred these participants' assets totaling $1,136,000 into the Plan in November 1991. In March 1991, approximately $2,365,000 was transferred into the Plan in connection with the termination of the Tokheim Salaried Pension Plan. The remaining amount of transfers in 1991, as well as the transfer from other plan amounts in 1992 and 1993, principally represent rollovers from other plans in connection with newly hired employees. 9. INVESTMENTS The following individual investments exceed five percent of total net assets: Tokheim Corporation Common Stock $ 2,849,381 Tokheim Corporation Convertible Preferred Stock 21,210,800 Massachusetts Capital Development Fund 961,931 Guaranteed Investment Contracts: Lincoln National Life Insurance Company 8.81% due May 1, 1994 885,774 9.46% due May 1, 1995 1,026,702 9.56% due May 1, 1995 2,072,110 8.20% due May 1, 1996 2,008,001 Allstate Life Insurance Company 8.54% due May 1, 1997 1,587,426 7.45% due July 31, 1998 925,527 10. ACCOUNTING FOR BENEFIT PAYMENTS Effective December 1, 1992, the Plan changed its method of accounting for benefit payments to participants and began recognizing benefit payments when paid. Prior to 1993, benefit payments were accrued as a liability of the Plan in the year the participant became eligible to take a distribution from the Plan. The change in accounting for benefit payments was adopted to conform with the 1993 AICPA Audit and Accounting Guide, "Audits of Employee Benefit Plans". The cumulative effect of this accounting change increased Net Assets Available for Plan Benefits at December 1, 1992, by $2,648,672. Benefits payable to participants who became eligible to take a distribution from the Plan but have not yet been paid totaled $1,193,227 at November 30, 1993. 13 11. ALLOCATION OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AND CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS Net assets available for plan benefits at November 30, 1993: Money Fixed Equity Company Market Fund Fund Stock Fun Fund ---------- ----------- ---------- ---------- Cash $55,952 $6,373 $4,535 $2,358 Receivables Contributions Participant (50) (352) 1,852 Employer Interest 729,175 Investments 8,748,478 964,731 939,496 263,102 Notes payable Interest payable Net assets available for plan benefits $9,533,555 $970,752 $944,031 $267,312
Changes in net assets available for plan benefits for the year ended November 30, 1993: Money Fixed Equity Company Market Fund Fund Stock Fund Fund ---------- ---------- ------------ ---------- ADDITIONS Participants' contributions $1,375,609 $159,976 $123,226 $84,168 Employer contributions Interest income 828,638 215 216 113 Dividend income 30,076 7,435 Net appreciation (depreciation) in fair value of investments 74,888 374,608 Transfers from other plans 164,390 9,323 4,675 1,085 2,368,637 274,478 502,725 92,801 Transfers between funds 193,967 (49,320) (46,771) (36,907) DEDUCTIONS Withdrawal and termination distributions 3,088,695 176,553 161,004 84,625 Interest expense Other expenses 1,083 3,089,778 176,553 161,004 84,625 Net additions (deductions) (527,174) 48,605 294,950 (28,731) Net assets available for plan benefits, beginning of year 8,978,442 799,906 606,653 222,373 Adjustment for change in accounting principle 1,082,287 122,241 42,428 73,670 Net assets available for plan benefits, end of year $9,533,555 $970,752 $944,031 $267,312 13-1 /TABLE
11. ALLOCATION OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AND CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS Net assets available for plan benefits at November 30, 1993: The The Common Preferred Stock ESOP Stock ESOP The Plan ---------- ---------- -------- Cash $76 $(8,167) $61,127 Receivables Contributions Participant 1,450 Employer 444,860 146,789 591,649 Interest 729,175 Investments 1,911,985 21,221,701 34,049,493 Notes payable (1,673,160) (17,532,791) (19,205,951) Interest payable (13,959) (13,959) Net assets available for plan benefits $669,802 $3,827,532 $16,212,984
Changes in net assets available for plan benefits for the year ended November 30, 1993: The The Common Preferred Stock ESOP Stock ESOP The Plan ---------- ---------- -------- ADDITIONS Participants' contributions $1,742,979 Employer contributions $535,145 $1,461,977 1,997,122 Interest income 166 2,051 831,399 Dividend income 1,663,259 1,700,770 Net appreciation (depreciation) in fair value of investments 805,987 110,513 1,365,996 Transfers from other plans 179,473 1,341,298 3,237,800 7,817,739 Transfers between funds (3,864) (57,105) DEDUCTIONS Withdrawal and termination distributions 173,833 1,687,798 5,372,508 Interest expense 104,665 1,487,452 1,592,117 Other expenses 1,083 278,498 3,175,250 6,965,708 Net additions (deductions) 1,058,936 5,445 852,031 Net assets available for plan benefits, beginning of year (456,236) 2,561,143 12,712,281 Adjustment for change in accounting principle 67,102 1,260,944 2,648,672 Net assets available for plan benefits, end end of year $669,802 $3,827,532 $16,212,984 13-2 /TABLE
11. ALLOCATION OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AND CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS (CONTINUED) Net assets available for plan benefits at November 30, 1992: Money Fixed Equity Company Market Fund Fund Stock Fund Fund ------- -------- ---------- ------ Cash $185 $121 $85 $25 Receivables Contributions Participant 12,261 1,760 877 1,481 Employer Interest 587,802 740 Investments 9,460,481 920,266 648,119 293,797 Notes payable Withdrawal and termination distributions payable (1,082,287) (122,241) (42,428) (73,670) Interest payable Net assets available for plan benefits $8,978,442 $799,906 $606,653 $222,373
Changes in net assets available for plan benefits for the year ended November 30, 1992: Money Fixed Equity Company Market Fund Fund Stock Fund Fund ------- ------ ---------- ------ ADDITIONS Participants' contribution $1,561,790 $174,895 $149,536 $110,469 Employer contributions Interest income 869,380 392 242 109 Dividend income 101,386 10,530 Net appreciation (depreciation) in fair value of investments 22,535 (194,288) Transfers from other plan 17,033 6,433 14,108 11,702 2,448,203 305,641 (30,402) 132,810 Transfers between funds 73,208 (10,449) (21,063) (41,696) DEDUCTIONS Withdrawal and termination distributions 2,292,068 254,292 160,031 128,804 Interest expense Other expenses 36,506 2,328,574 254,292 160,031 128,804 Net additions (deductions) 192,837 40,900 (211,496) (37,690) Net assets available for plan benefits, beginning of year 8,785,605 759,006 818,149 260,063 Net assets available for plan benefits, end of year $8,978,442 $799,906 $606,653 $222,373 14-1 /TABLE
11. ALLOCATION OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AND CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS (CONTINUED) Net assets available for plan benefits at November 30, 1992: The The NCC The Common Preferred Fund Stock ESOP Stock ESOP The Plan ------- ---------- ---------- -------- Cash $55 $162 $633 Receivables Contributions Participant 16,379 Employer 427,606 30,303 457,909 Interest 588,542 Investments 1,283,970 22,992,500 35,599,133 Notes payable (2,079,280) (19,200,877) (21,280,157) Withdrawal and termination distributions payable (67,101) (1,260,945) (2,648,672) Interest payable (21,486) (21,486) Net assets available for plan benefits $(456,236) $2,561,143 $12,712,281
Changes in net assets available for plan benefits for the year ended November 30, 1992: The The NCC The Common Preferred Fund Stock ESOP Stock ESOP The Plan ------- ---------- ---------- ---------- ADDITIONS Participants' contributions $1,996,690 Employer contributions $537,548 $1,469,289 2,006,837 Interest income $39,341 288 204 909,956 Dividend income 1,786,103 1,898,019 Net appreciation (depreciation) in fair value of investment 11,009 (391,272) (552,016) Transfers from other plans 49,276 50,350 146,564 3,255,596 6,308,762 Transfers between funds DEDUCTIONS Withdrawal and termination distributions 859,818 214,824 1,484,254 5,394,091 Interest expense 131,386 1,579,248 1,710,634 Other expenses 36,506 859,818 346,210 3,063,502 7,141,231 Net additions (deductions) (809,468) (199,646) 192,094 (832,469) Net assets available for plan benefits, beginning of year 809,468 (256,590) 2,369,049 13,544,750 Net assets available for plan benefits, end of year ($456,236) $2,561,143 $12,712,281 14-2 /TABLE
11. ALLOCATION OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AND CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS (CONTINUED) Net assets available for plan benefits at November 30, 1991: Money Fixed Equity Company Market Fund Fund Stock Fund Fund ----- ------ ---------- ------ Cash $7,612 $1,478 $1,234 $752 Receivables Contributions Participant 22,064 2,446 1,364 2,485 Employer Interest 420,094 1,095 Receivable from other plans 732,612 146,569 Investments 8,277,026 663,027 843,042 275,301 Notes payable Withdrawal and termination distributions payable (673,803) (54,514) (27,491) (19,570) Interest payable Amounts due securities broker Withholding tax payable Net assets available for plan benefits $8,785,605 $759,006 $818,149 $260,063
Changes in net assets available for plan benefits for the year ended November 30, 1991: Money Fixed Equity Company Market Fund Fund Stock Fund Fund ------ ------ ---------- ------ ADDITIONS Participants' contributions $1,567,488 $172,149 $154,889 $124,692 Employer contributions Interest income 653,400 768 824 187 Dividend income 24,050 34,837 13,258 Net appreciation (depreciation) in fair value of investments 50,324 (360,542) Transfers from other plans 3,075,334 227,672 306,110 50,436 5,296,222 474,963 136,118 188,573 Transfers between funds 130,668 (114,002) 9,207 (25,873) DEDUCTIONS Withdrawal and termination distributions 1,661,171 134,415 183,744 40,087 Interest expense 1,661,171 134,415 183,744 40,087 Net additions (deductions) 3,765,719 226,546 (38,419) 122,613 Net assets available for plan benefits, beginning of year 5,019,886 532,460 856,568 137,450 Net assets available for plan benefits, end of year $8,785,605 $759,006 $818,149 $260,063 15-1 /TABLE
11. ALLOCATION OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AND CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS (CONTINUED) Net assets available for plan benefits at November 30, 1991: The The NCC The Common Preferred Fund Stock ESOP Stock ESOP The Plan ------- ---------- ---------- -------- Cash $344 $6,363 $17,783 Receivables Contributions Participant 28,359 Employer 375,681 25,000 400,681 Interest 421,189 Receivable from other plans 879,181 Investments $809,468 1,855,929 23,320,600 36,044,393 Notes payable (2,462,400) (20,746,472) (23,208,872) Withdrawal and termination distributions payable (225,550) (1,000,928) Interest payable (26,144) (26,144) Amounts due securities broker (998) (998) Withholding tax payable (9,894) (9,894) Net assets available for plan benefits $809,468 $(256,590) $2,369,049 $13,544,750
Changes in net assets available for plan benefits for the year ended November 30, 1991: The The NCC The Common Preferred Fund Stock ESOP Stock ESOP The Plan ------- ---------- ---------- -------- ADDITIONS Participants' contributions $2,019,218 Employer contributions $480,683 $1,315,918 1,796,601 Interest income $48,453 3,149 422 707,203 Dividend income 89,674 1,831,200 1,993,019 Net appreciation (depreciation) in fair value of investments 31,836 (646,144) (48) (924,574) Transfers from other plans 3,659,552 80,289 (72,638) 3,147,492 9,251,019 Transfers between funds DEDUCTIONS Withdrawal and termination distributions 28,246 85,408 754,303 2,887,374 Interest expense 179,712 1,690,020 1,869,732 28,246 265,120 2,444,323 4,757,106 Net additions (deductions) 52,043 (337,758) 703,169 4,493,913 Net assets available for plan benefits, beginning of year 757,425 81,168 1,665,880 9,050,837 Net assets available for plan benefits, end of year $809,468 ($256,590) $2,369,049 $13,544,750 15-2 /TABLE
RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF TOKHEIM CORPORATION AND SUBSIDIARIES ITEM 27a - ASSETS HELD FOR INVESTMENT PURPOSES AS OF NOVEMBER 30, 1993 Shares or Fair or Principal Contract Description Amount Cost Value - --------------------------------------- --------- ---------- ----------- Fixed Fund Lincoln National Life Insurance Co. Guaranteed Investment Contracts 8.81%, due May 1, 1994 $ 885,774 $885,774 $885,774 9.46%, due May 1, 1995 $1,026,702 1,026,702 1,026,702 9.56%, due May 1, 1995 $2,072,110 2,072,110 2,072,110 8.20%, due May 1, 1996 $2,008,001 2,008,001 2,008,001 Allstate Life Insurance Co. Guaranteed Investment Contracts 8.54%, due May 1, 1997 $1,587,426 1,587,426 1,587,426 7.45%, due July 31, 1998 $ 925,527 925,527 925,527 Fort Wayne National Bank Temporary CD Fund $ 32,600 32,600 32,600 Loans to participants, 9.00% to 12.5%, due December 6, 1993, through May 30, 2002 $ 210,338 210,338 210,338 Sub-Total 8,748,478 8,748,478 Equity Fund Massachusetts Capital Development 78,079 897,758 961,931 Fort Wayne National Bank Temporary CD Fund $ 2,800 2,800 2,800 Sub-Total 900,558 964,731 Company Stock Fund Tokheim Corporation Common Stock 82,426 1,256,161 937,596 Fort wayne National Bank Temporary CD Fund $ 1,900 1,900 1,900 Sub-Total 1,258,061 939,496 16 /TABLE
RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF TOKHEIM CORPORATION AND SUBSIDIARIES ITEM 27a - ASSETS HELD FOR INVESTMENT PURPOSES AS OF NOVEMBER 30, 1993 (Continued) Shares or Fair or Principal Contract Description Amount Cost Value - --------------------------------------- --------- ---------- ----------- Money Market Fund Federated Money Market Trust $ 262,711 $262,711 $262,711 Loans to participants, 9.0% due July 10, 1996 $ 391 391 391 Sub-Total 263,102 263,102 The Common Stock ESOP Tokheim Corporation Common Stock 191,493 3,539,185 1,911,785 Fort Wayne National Bank Temporary CD Fund $ 200 200 200 Sub-Total 3,539,385 1,911,985 The Preferred Stock ESOP Tokheim Corporation Convertible Preferred Stock 848,432 21,210,800 21,210,800 Fort Wayne National Bank Temporary CD Fund $ 10,900 10,901 10,901 Sub-Total 21,221,701 21,221,701 Total Investments $35,931,285 $34,049,493 17 /TABLE
RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF TOKHEIM CORPORATION AND SUBSIDIARIES ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED NOVEMBER 30, 1993 Current Value of Asset Net Identity of Party Description of Purchase Selling Cost of on Tran. Gains Involved Transaction Price Price Asset Date (Losses) - ---------------------- ------------------------- -------- -------- -------- -------- -------- Series of transactions in one security in excess of 5% of current value of plan assets Lincoln National Life Guaranteed Investments Insurance Company Contracts Aggregate of 6 Purchases 582,955 582,955 Aggregate of 24 Sales 1,876,724 1,876,724 Tokheim Corporation Common Stock Aggregate of 32 Purchases 1,573,791 1,573,791 Aggregate of 101 Sales 1,855,273 2,231,680 (293,520) Tokheim Corporation Preferred Stock Aggregate of 5 Sales 1,781,100 1,781,100 Allstate Life Guaranteed Investments Insurance Company Contracts Aggregate of 11 Purchases 1,845,634 1,845,634 Aggregate of 8 Sales 1,283,779 1,283,779 Fort Wayne National Certificates of Deposit Bank Aggregate of 391 Purchases 1,238,900 7,238,900 Aggregate of 167 Sales 7,250,500 7,250,500
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