-----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, n+D7UdTrNvEFgISh3BoIMtPGTsoKvdRJ15r44ir3+K4wziGP4Bm0t3jir2YuVCkW +ZJ45h8uT409OZtZBfVw2g== 0000098559-95-000012.txt : 19950601 0000098559-95-000012.hdr.sgml : 19950601 ACCESSION NUMBER: 0000098559-95-000012 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941130 FILED AS OF DATE: 19950531 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOKHEIM CORP CENTRAL INDEX KEY: 0000098559 STANDARD INDUSTRIAL CLASSIFICATION: REFRIGERATION & SERVICE INDUSTRY MACHINERY [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: 95543777 BUSINESS ADDRESS: STREET 1: P O BOX 360 CITY: FORT WAYNE STATE: IN ZIP: 46801-0360 BUSINESS PHONE: 2194232552 11-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) for the fiscal year ended NOVEMBER 30, 1994 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) 470-4600 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 31, 1995 BY: JESS B FORD -------------------------------- Vice President, Finance, Secretary, and Chief Financial Officer RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF TOKHEIM CORPORATION AND SUBSIDIARIES ____________________ Report on Audit of Financial Statements For the years ended November 30, 1994, 1993, and 1992 INDEX OF FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES PAGE NUMBER Consent of Independent Accountants......................... 1 Report of Independent Public Accountants................... 2 Financial Satements: Statement of Net Assets Available for Plan Benefits as of November 30, 1994 and 1993............. 3 Statement of Changes in Net Assets Available for Plan Benefits for the years ended November 30, 1994, 1993, and 1992..................... 4 Notes to Financial Statements........................... 5-14 Supplemental Schedules: Item 27a - Assets Held for Investement Purposes as of November 30, 1994.................................. 15-16 Item 27d - Reportable Transactions for the year ended November 30, 1994............................... 17-18 TOKHEIM CORPORATION AND SUBSIDIARIES CONSENTS OF EXPERTS AND COUNSEL NOVEMBER 30, 1994 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Tokehim Corporation on Form S-8 (File No. 1-6018) of our report dated April 28, 1995, 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, 1994 and 1993, and for the years ended November 30, 1994, 1993, and 1992, which report is included in this Annual Report on Form 11-K. COOPERS & LYBRAND Fort Wayne, Indiana May 31, 1995. 1 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 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, 1994 and 1993, and the changes in net assets available for plan benefits for each of the three years in the period ended November 30, 1994, 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. Fort Wayne, Indiana April 28, 1995. 2 RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF TOKHEIM CORPORATION AND SUBSIDIARIES STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS as of November 30, 1994 and 1993 ASSETS 1994 1993 ------ ------ Cash $1,474 $61,127 Receivables Contributions Participants 983 1,450 Employer 17,364 591,649 Dividends 925 19,272 593,099 Investments, at fair value Loans to participants 384,453 210,729 Tokheim Corporation Common Stock 2,013,505 2,849,381 Tokheim Corporation Preferred Stock 20,738,450 21,210,800 Marketable securities and other 4,684,998 1,273,042 27,821,406 25,543,952 Guaranteed investment contracts, at contract value 6,624,486 9,234,716 Total Investments 34,445,892 34,778,668 Total Assets 34,466,638 35,432,894 LIABILITIES Notes payable 16,975,184 19,205,951 Interest payable 16,724 13,959 Total Liabilities 16,991,908 19,219,910 Net assets available for plan benefits $17,474,730 $16,212,984 The accompanying notes are an integral part of the financial statements. 3 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, 1994, 1993, and 1992 1994 1993 1992 Additions ------ ------ ------ Participants' contributions $1,960,788 $1,742,979 $1,996,690 Employer contributions 1,547,149 1,997,122 2,006,837 Interest income 608,562 831,399 909,956 Dividend income 1,803,610 1,700,770 1,898,019 Net appreciation (depreciation) in fair value of investments (929,842) 1,365,996 (552,016) Transfers from other plans 101,643 179,473 49,276 5,091,910 7,817,739 6,308,762 Deductions Withdrawal and termination distributions 2,552,504 5,372,508 5,394,091 Interest expense 1,276,086 1,592,117 1,710,634 Other expenses 1,574 1,083 36,506 3,830,164 6,965,708 7,141,231 Net additions (deductions) 1,261,746 852,031 (832,469) Net assets available for plan benefits, beginning of year 16,212,984 12,712,281 13,544,750 Adjustment for change in accounting principle 2,648,672 Net assets available for plan benefits, end of year $17,474,730 $16,212,984 $12,712,281 The accompanying notes are an integral part of the financial statements. 4 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 5% (25% before December 1, 1993) in any one or more of the investment funds. COMPANY CONTRIBUTIONS - The Plan provides a retirement 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 and retirement contributions. Preferred and common (ESOP) shares are released as principal and interest payments are made on the notes payable (described in Note 4). At November 30, 1994, 305,869 preferred shares and 106,679 common shares had been released and allocated to participants' accounts and 523,665 preferred shares and 46,799 common shares remained encumbered. Retirement and matching contributions are allocated to each participant's account as of the end of each quarter. They are invested in preferred and common stock of the Company. 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. 5 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. Balanced Fund - which is invested primarily in a mutual fund or funds that invest 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. 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, 80,638 shares were allocated to participants at a value of $2,015,950. During the previous years, 355,699 shares were allocated to participants at a value of $8,892,425. 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, 1994. The preferred shares are redeemable at the option of the Company at a price of $25.97 per share in fiscal year 1995, 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. 6 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, 1994, was $15,733,000 at a rate of 7.65%. Quarterly principal payments are $472,000 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, 1994, was $1,242,680 at a rate of 8.27%. Principal payments are $303,000 to $456,000 through 1997 and are made on an annual basis. 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 $2,399,282, $2,580,624, $2,565,810, $2,442,486, and $2,636,058, respectively. 5. PARTICIPANTS The following table sets forth the number of participants at year end by fund type for fiscal years 1994 and 1993: 1994 1993 ------ ------ Fixed Fund 762 944 Equity Fund 472 227 Common Stock Fund 190 203 Money Market Fund 115 142 Balanced Fund 375 -- The Common Stock ESOP 1,334 1,237 The Preferred Stock ESOP 1,334 1,249 The total number of participants in the Plan was 1,334 and 1,249 at November 30, 1994 and 1993, 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. 7 8. INVESTMENTS The following individual investments exceed five percent of total net assets: Tokheim Corporation Common Stock $2,013,505 Tokheim Corporation Convertible Preferred Stock 20,738,450 Fidelity Growth and Income Fund 2,492,858 Fidelity Balanced Fund 1,395,112 Guaranteed Investment Contracts: Lincoln National Life Insurance Company 9.56% due May 1, 1995 1,764,818 8.20% due May 1, 1996 1,675,366 Allstate Life Insurance Company 8.54% due May 1, 1997 1,541,915 9. 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 $351,512 and $1,193,227 at November 30, 1994 and 1993, respectively. 10. RECLASSIFICATION Certain prior year amounts in these financial statements have been reclassified to conform with current year presentation. 8 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, 1994: Money Fixed Equity Company Market Fund Fund Stock Fund Fund ----- ------ ---------- ------ Cash $610 $244 $99 $129 Receivables Contributions Participant 983 Employer Dividend 925 Investments 7,431,938 2,561,158 743,927 243,829 Notes payable Interest payable Net assets available for plan benefits $7,433,531 $2,561,402 $744,026 $244,883 Changes in net assets available for plan benefits for the year ended November 30, 1994: Money Fixed Equity Company Market Fund Fund Stock Fund Fund ADDITIONS ----- ------ ---------- ------ Participants' contributions $891,351 $515,459 $132,764 $57,835 Employer contributions Interest income 604,853 1,295 292 227 Dividend income 124,215 7,743 Net appreciation (depreciation) in fair value of investments (62,124) (269,319) Transfers from other plan 43,825 27,356 16,741 5,510 1,540,029 606,201 (119,522) 71,315 Transfers between funds (2,041,266) 1,085,584 (3,835) (86,454) DEDUCTIONS Withdrawal and termination distributions 1,597,213 101,135 76,648 7,290 Interest expense Other expenses 1,574 1,598,787 101,135 76,648 7,290 Net additions (deductions) (2,100,024) 1,590,650 (200,005) (22,429) Net assets available for plan benefits, beginning of year 9,533,555 970,752 944,031 267,312 Net assets available for plan benefits, end of year $7,433,531 $2,561,402 $744,026 $244,883 9 NOTES TO FINANCIAL STATEMENTS (CONTINUED) 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, 1994: The Balanced The Common Preferred Fund Stock ESOP Stock ESOP The Plan -------- ---------- ---------- -------- Cash $167 $101 $124 $1,474 Receivables Contributions Participant 983 Employer 16,724 640 17,364 Dividend 925 Investments 1,441,012 1,285,578 20,738,450 34,445,892 Notes payable (1,242,680) (15,732,504) (16,975,184) Interest payable (16,724) (16,724) Net assets available for plan benefits $1,441,179 $42,999 $5,006,710 $17,474,730 Changes in net assets available for plan benefits for the year ended November 30, 1994: The Balanced The Common Preferred Fund Stock ESOP Stock ESOP The Plan ADDITIONS -------- ---------- ---------- -------- Participants' contributions $363,379 $1,960,788 Employer contributions $95,886 $1,451,263 1,547,149 Interest income 877 214 804 608,562 Dividend income 54,567 1,617,085 1,803,610 Net appreciation (depreciation) in fair value of invest (114,734) (453,063) (30,602) (929,842) Transfers from other plan 8,211 101,643 312,300 (356,963) 3,038,550 5,091,910 Transfers between funds 1,141,360 (17,201) (78,188) DEDUCTIONS Withdrawal and termination distributions 12,481 156,753 600,984 2,552,504 Interest expense 95,886 1,180,200 1,276,086 Other expenses 1,574 12,481 252,639 1,781,184 3,830,164 Net additions (deductions) 1,441,179 (626,803) 1,179,178 1,261,746 Net assets available for plan benefits, beginning of year 669,802 3,827,532 16,212,984 Net assets available for plan benefits, end of year $1,441,179 $42,999 $5,006,710 $17,474,730 10 NOTES TO FINANCIAL STATEMENTS (CONTINUED) 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 Fund Fund ----- ------ ---------- ------ Cash $55,952 $6,373 $4,535 $2,358 Receivables Contributions Participant (50) (352) 1,852 Employer Investments 9,477,653 964,731 939,496 263,102 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 11 NOTES TO FINANCIAL STATEMENTS (CONTINUED) 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 Investments 1,911,985 21,221,701 34,778,668 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 173,883 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 of year $669,802 $3,827,532 $16,212,984 12 NOTES TO FINANCIAL STATEMENTS (CONTINUED) 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, 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 740 Investments 10,048,283 920,266 648,119 293,797 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' contributions $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) 132,801 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 13 NOTES TO FINANCIAL STATEMENTS (CONTINUED) 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, 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 740 Investments 1,283,970 22,992,500 36,186,935 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 investments 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 RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF TOKHEIM CORPORATION AND SUBSIDIARIES ITEM 27a - ASSETS HELD FOR INVESTMENT PURPOSES AS OF NOVEMBER 30, 1994 Shares or Fair or Principal Contract Description Amount Cost Value - ------------------------------------- --------- ---- -------- Fixed Fund Lincoln National Life Insurance Co. Guaranteed Investment Contracts 9.46%, due April 30, 1995 $ 872,900 $ 872,900 $ 872,900 9.56%, due May 1, 1995 $ 1,764,818 1,764,818 1,764,818 8.20%, due May 1, 1996 $ 1,675,366 1,675,366 1,675,366 Allstate Life Insurance Co. Guaranteed Investment Contracts 8.54%, due May 1, 1997 $ 1,541,915 1,541,915 1,541,915 7.45%, due July 31, 1998 $ 769,487 769,487 769,487 Fort Wayne National Bank Temporary CD Fund $ 137,900 137,900 137,900 American Express Trust Collective Income Fund 7,688 285,794 285,794 Loans to participants, 8.00% to 12.5%, due December 1, 1994, through May 30, 2002 $ 383,758 383,758 383,758 Sub-Total 7,431,938 7,431,938 Equity Fund Fidelity Growth and Income Fund 117,257 2,567,108 2,492,858 Fort Wayne National Bank Temporary CD Fund $ 68,300 68,300 68,300 Sub-Total 2,635,408 2,561,158 Company Stock Fund Tokheim Corporation Common Stock 86,945 1,265,305 728,127 Fort Wayne National Bank Temporary CD Fund $ 15,800 15,800 15,800 Sub-Total 1,281,105 743,927 15 RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF TOKHEIM CORPORATION AND SUBSIDIARIES ITEM 27a - ASSETS HELD FOR INVESTMENT PURPOSES AS OF NOVEMBER 30, 1994 (Continued) Shares or Fair or Principal Contract Description Amount Cost Value Money Market Fund Federated Money Market Trust $ 228,134 228,134 228,134 Loans to participants, 8.0% to 9.0% July 10, 1996, through February 18, 1997 $ 695 695 695 Fort Wayne National Bank Temporary CD Fund $ 15,000 15,000 15,000 Sub-Total 243,829 243,829 Balanced Fund Fidelity Balanced Fund 112,785 1,505,119 1,395,112 Fort Wayne National Bank Temporary CD Fund $ 45,900 45,900 45,900 Sub-Total 1,551,019 1,441,012 The Common Stock ESOP Tokheim Corporation Common Stock 153,478 3,230,078 1,285,378 Fort Wayne National Bank Temporary CD Fund $ 200 200 200 Sub-Total 3,230,278 1,285,578 The Preferred Stock ESOP Tokheim Corporation Convertible Preferred Stock 829,534 20,738,450 20,738,450 TOTAL INVESTMENTS $37,112,027 $34,445,892 16 RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF TOKHEIM CORPORATION AND SUBSIDIARIES ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED NOVEMBER 30, 1994 Identity of Party Purchase Selling Cost of Involved Description of Transaction Price Price Asset - ----------------- -------------------------- -------- ------- ------- Series of transactions in one security in excess of 5% of current value of plan assets Lincoln National Life Guaranteed Investment Contracts Insurance Company Aggregate of 18 Sales 2,399,506 2,399,506 Fort Wayne National Certificates of Deposit Bank Aggregate of 466 Purchases 7,758,599 Aggregate of 173 Sales 7,569,800 7,569,800 Fidelity Growth and Mutual Stock Fund Income Fund Aggregate of 38 Purchases 4,223,929 Aggregate of 5 Sales 1,120,954 1,049,461 American Express Trust Collective Fund Collective Income Aggregate of 10 Purchases 1,126,716 Aggregate of 11 Sales 843,788 840,922
17 RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF TOKHEIM CORPORATION AND SUBSIDIARIES ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED NOVEMBER 30, 1994 Current Value of Asset on Net Identity of Party Transaction Gains Involved Description of Transaction Date (Losses) - ----------------- -------------------------- ------------- -------- Series of transactions in one security in excess of 5% of current value of plan assets Lincoln National Life Guaranteed Investments Contracts Insurance Company Aggregate of 18 Sales Fort Wayne National Certificates of Deposit Bank Aggregate of 466 Purchases 7,758,599 Aggregate of 173 Sales Fidelity Growth and Mutual Stock Fund Income Fund Aggregate of 38 Purchases 4,223,929 Aggregate of 5 Sales 71,493 American Express Trust Collective Fund Collective Income Aggregate of 10 Purchases 1,126,716 Fund Aggregate of 11 Sales 2,866
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