-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L2JsydD8YiTfrYx6Rp7DM1VkGe96H1IasGNQfSsWvvF6HgKgDViLe56m1PGnQeTE nsuNG6GOHZtr8m82ZaxYBg== 0000950172-97-000526.txt : 19970604 0000950172-97-000526.hdr.sgml : 19970604 ACCESSION NUMBER: 0000950172-97-000526 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961130 FILED AS OF DATE: 19970529 DATE AS OF CHANGE: 19970603 SROS: NONE 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: 97616348 BUSINESS ADDRESS: STREET 1: 10501 CORPORATE DRIVE STREET 2: 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 (NO FEE REQUIRED) For the fiscal year ended NOVEMBER 30, 1996 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 46845 (219) 470-4600 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustee (or other persons who administer the employee benefit plan) has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Retirement Savings Plan for the Employees of Tokheim Corporation and Subsidiaries DATE: May 29, 1997 BY: /s/ JOHN M. TOMLINSON --------------- ------------------------ Vice President 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, 1996,1995, and 1994 INDEX OF FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES PAGE NUMBER ------ INDEX OF FINANCIAL STATEMENTS 1 REPORT OF INDEPENDENT ACCOUNTANTS 2 FINANCIAL STATEMENTS: STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF NOVEMBER 30, 1996 AND 1995 3 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEARS ENDED NOVEMBER 30, 1996, 1995, AND 1994 4 NOTES TO FINANCIAL STATEMENTS 5 SUPPLEMENTAL SCHEDULES: ITEM 27A - ASSETS HELD FOR INVESTMENT PURPOSES AS OF NOVEMBER 30, 1996 14 ITEM 27D - REPORTABLE TRANSACTIONS FOR THE YEAR ENDED NOVEMBER 30, 1996 16 TOKHEIM CORPORATION AND SUBSIDIARIES CONSENTS OF EXPERTS AND COUNSEL NOVEMBER 30, 1996 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 21, 1997, 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, 1996 and 1995, and for the years ended November 30, 1996, 1995, and 1994, which report is included in this Annual Report on Form 11-K. COOPERS & LYBRAND, L.L.P. Fort Wayne, Indiana May 29, 1997 REPORT OF INDEPENDENT ACCOUNTANTS To: The Participants and Employee Benefits Committee of the Retirement Savings Plan for Employees of Tokheim Corporation and Subsidiaries. We have audited the accompanying statement of net assets available for plan benefits of the Retirement Savings Plan for Employees of Tokheim Corporation and Subsidiaries (the Plan) as of November 30, 1996 and 1995, and the related statement of changes in net assets available for plan benefits for each of the three years in the period ended November 30, 1996. These financial statements are the responsibility of the Plan's Administrator (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, 1996 and 1995, and the changes in net assets available for plan benefits for each of the three years in the period ended November 30, 1996, 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. COOPERS & LYBRAND, L.L.P. Fort Wayne, Indiana May 21, 1997 RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF TOKHEIM CORPORATION AND SUBSIDIARIES STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS As of November 30, 1996 and 1995 ASSETS 1996 1995 ------------- ------------- Cash $ 74,311 38,256 Receivables: Contributions: Participants 71,648 75,132 Employer 4,141 11,326 Dividends 1,334 1,125 ------------- ------------- 151,434 125,839 Investments, at fair value: Loans to participants 736,272 478,852 Tokheim Corporation Common Stock 2,071,017 1,570,335 Tokheim Corporation Convertible Preferred Stock 19,829,000 20,215,574 Marketable securities and other 9,284,108 6,947,913 ------------- ------------- 31,920,397 29,212,674 Guaranteed investment contracts, at contract value 7,330,339 6,905,651 ------------- ------------- Total Investments 39,250,736 36,118,325 ------------- ------------- Total Assets $ 39,402,170 36,244,164 ============= ============= LIABILITIES Notes payable $ 11,995,279 14,575,903 Interest payable 4,141 11,323 ------------- ------------- Total Liabilities 11,999,420 14,587,226 ------------- ------------- Net assets available for plan benefits $ 27,402,750 21,656,938 ============= ============= The accompanying notes are an integral part of the financial statements. 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, 1996, 1995, and 1994 1996 1995 1994 ------------- ----------- ---------- Additions: Participates' contributions $ 2,190,804 2,092,614 1,960,789 Employer contributions 2,474,401 2,284,188 1,547,149 Interest income 615,583 623,060 608,562 Dividend income 1,700,090 1,749,073 1,803,610 Net appreciation (depreciation) in fair value of investments 1,729,576 456,121 (929,842) Transfers from other plans 284,119 181,936 101,643 -------------- ------------ ----------- 8,994,573 7,386,992 5,091,911 Deductions: Withdrawal and termination distributions 2,197,068 1,936,427 2,552,504 Interest expense 1,051,693 1,268,357 1,277,660 -------------- ------------ ----------- 3,248,761 3,204,784 3,830,164 Net increase 5,745,812 4,182,208 1,261,747 Net assets available for plan benefits beginning of year 21,656,938 17,474,730 16,212,984 -------------- ------------ ----------- Net assets available for plan benefits, end of year $ 27,402,750 21,656,938 17,474,731 ============== ============ =========== The accompanying notes are an integral part of the financial statements. 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 realized upon the sale of securities are calculated by the average-cost method. Investments are carried at fair values 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, which approximates market 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 Available for Plan Benefits, the net appreciation (depreciation) in the fair value of investments which consists of the realized gains (losses), and the unrealized appreciation (depreciation) of investments. ADMINISTRATIVE EXPENSES - Costs of administering the Plan are borne by the Company. USE OF ESTIMATES - The preparation of the Plan's financial statements in conformity with generally accepted accounting principles requires the Plan Administrator to make significant estimates and assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements and the changes in net assets available for benefits during the reporting period and, when applicable, disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. RISKS AND UNCERTAINTIES AND INVESTMENT CONCENTRATIONS - The Plan provides for various investment options by the participants in any combination of stocks, fixed income securities, mutual funds, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' balances and the amounts reported in the statement of net assets available for plan benefits. The Company makes base allocations and matching contributions to the participants in either Company common or preferred stock. Approximately 44% of plan investment is concentrated in Tokheim Corporation common and preferred stock. 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% 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 employee 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 Employee Stock Ownership Plan (ESOP) shares are released as principal and interest payments are made on the notes payable (described in Note 4). At November 30, 1996, 431,050 preferred shares and 127,495 common shares had been released and allocated to participants' accounts, and 362,110 preferred shares and 10,150 common shares remained encumbered. Retirement and matching contributions are invested in preferred and common stock of the Company and are allocated to each participant's account as of the end of each quarter. CONTRIBUTION LIMITATIONS - The Plan Agreement provides certain limitations on the amount of annual additions that can be made to participants accounts 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 - is invested in the common stock of Tokheim Corporation. Equity Fund - is invested primarily in a mutual fund or funds that invest in a diversified portfolio of common stocks of publicly owned corporations. Fixed Fund - is invested in guaranteed investment contracts (GICs) or in a collective income fund which invests in GICs and similar investments. Money Market Fund - is invested in high quality money market instruments. Balanced Fund - is invested primarily in a mutual fund or funds that invest in a combination of common stocks, fixed income investments, certificates of deposit, and GICs. VESTING - Participants are fully vested at all times and have a nonforfeitable interest 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 are 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 to purchase 960,000 shares of Tokheim Corporation convertible preferred stock, which was priced at a liquidation value of $25 per share. The dividend rate of the shares is 7.75%. During the current fiscal year, 80,665 shares were allocated to participants at a value of $2,016,625. During the previous year, 517,225 shares were allocated to participants at a value of $12,930,625. 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 Employee Retirement Income Security Act of 1974 (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, 1996. The preferred shares are redeemable at the option of the Company at a price of $25.59 per share in fiscal year 1997, 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, 1996, was $11,693,000 at a rate of 7.5%. Quarterly principal payments are $550,000 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, 1996, was $303,000 at a rate of 8.5%, which represents the remaining principal payment due in 1997. The Company has guaranteed both of the above borrowings. Debt payments are funded by dividends received on shares and Company contributions. Aggregate scheduled maturities of the above notes payable during the ensuing five years equal $2,565,810, $2,442,486, $2,636,058, $2,844,972, and $1,505,953, respectively. 5. PARTICIPANTS The following table sets forth the number of participants at year end by fund type for fiscal years 1996 and 1995: 1996 1995 ------ ----- Fixed Fund 710 770 Equity Fund 540 430 Common Stock Fund 139 147 Money Market Fund 124 115 Balanced Fund 310 301 The Common Stock ESOP 1,258 1,282 The Preferred Stock ESOP 1,258 1,282 The total number of participants in the Plan was 1,258 and 1,282 at November 30, 1996 and 1995, respectively. This is less than the sum of the number of participants shown above because many were participating in more than one fund. 6. TAX STATUS The Company received a tax determination letter from the United States 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 pursuant to Section 501(a). Under these provisions participants are not subject to tax on amounts contributed by themselves or the Company for their benefit until the amounts are distributed to them. 7. PLAN TERMINATION The Company has the right, under the plan, to discontinue its contributions and to terminate the plan, although it has not expressed any intention to do so. In the event of termination, 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. 8. INVESTMENTS The following Plan investments exceed five percent of the net assets available for benefits at November 30, 1996: Tokheim Corporation Common Stock $ 2,071,017 Tokheim Corporation Convertible Preferred Stock 19,829,000 Fidelity Growth and Income Fund 6,372,657 Fidelity Balanced Fund 1,834,424 Guaranteed Investment Contracts: Allstate Life Insurance Company 8.54% due May 1, 1997 1,816,519 New York Life Insurance Company 6.4% due April 30, 1998 2,758,529 Life of Virginia Insurance Company 6.42% due April 30, 1999 1,866,879 9. RECONCILIATION TO FORM 5500 As of November 30, 1996 and 1995, $290,155 and $756,306, respectively, is included in the accounts of persons who have elected to withdraw from participation in the plan, but for which disbursement has not yet been made. Form 5500 requires these amounts to be shown differently from the financial statements of the plan as follows: 1996 1995 ---- ---- Net assets available for plan benefits as stated in the financial statements $27,402,750 $21,656,938 Less benefits payable 290,155 756,306 ------- ------- Net assets available for plan benefits per Form 5500 $27,112,595 $20,900,632 =========== =========== 10. RECLASSIFICATION Certain prior year amounts in these financial statements have been reclassified to conform with current year presentation. 11. RECENT ACCOUNTING PRONOUNCEMENTS As of December 1, 1995, the Plan adopted Statement of Position (SOP) 94-4, "Reporting of Investment Contracts Held by Health and Welfare Benefits Plans and Defined Contribution Pension Plans." SOP 94-4 specifies the accounting for investment contracts issued by an insurance enterprise and requires that investment contracts that are not benefit responsive be reported at fair value. The impact of adopting this statement was not significant as contract value approximates fair value for all of the Plan's investment contracts.
NOTES TO FINANCIAL STATEMENTS (CONTINUED) 12. 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, 1996: Company Money The Fixed Equity Stock Market Balanced The Common Preferred Fund Fund Fund Fund Fund Stock ESOP Stock ESOP The Plan ------------- --------- ----------- -------- ----------- ------------- ------------- ----------- Cash $ 74,311 74,311 Receivables Contributions Participant 29,932 26,987 2,896 2,150 9,683 71,648 Employer 4,141 4,141 Dividends 1,334 1,334 Investments 8,791,015 6,386,454 835,884 329,513 1,839,208 1,239,462 19,829,200 39,250,736 Notes payable (302,680) (11,692,599) (11,995,279) Interest payable (4,141) (4,141) ----------- ----------- --------- -------- ---------- --------- ------------ ------------ Net assets available for plan benefits 8,895,258 6,413,441 838,780 332,997 1,848,891 936,782 8,136,601 27,402,750 =========== ========== ======== ======== ========== ========== ============ ========== Changes in net assets available for Plan benefits for the year ended November 30, 1996: ADDITIONS Participants' contributions 956,805 758,002 109,559 61,895 304,543 2,190,804 Employer contributions 519,510 1,954,891 2,474,401 Interest income 594,858 5,258 671 13,407 1,195 79 115 615,583 Dividend income 79,344 1,334 76,031 1,543,381 1,700,090 Net appreciation (depreciation) in fair value of investments 1,054,469 201,549 130,591 342,986 (19) 1,729,576 Transfers from other plans 83,835 108,544 15,211 19,269 57,260 284,119 ----------- ----------- ---------- -------- ------------ ---------- ----------- ------------- 1,635,498 2,005,617 326,990 95,905 569,620 862,575 3,498,368 8,994,573 Transfers between funds (576,477) 887,876 (3,872) 8,364 (236,005) (9,093) (70,793) DEDUCTIONS Withdrawal and termination distributions 828,565 334,455 96,160 28,429 146,365 62,924 700,170 2,197,068 Interest expense 32,065 1,019,628 1,051,693 ----------- ----------- --------- -------- ------------ ---------- ------------ ------------- 828,565 334,455 96,160 28,429 146,365 94,989 1,719,798 3,248,761 ----------- ----------- --------- -------- ------------ ---------- ------------ ------------- Net additions 230,456 2,559,038 226,958 75,840 187,250 758,493 1,707,777 5,745,812 Net assets available for plan benefits, beginning of year 8,664,802 3,854,403 611,822 257,157 1,661,641 178,289 6,428,824 21,656,938 ----------- ----------- --------- -------- ------------ ---------- ------------ ------------- Net assets available for plan benefits, end of year $ 8,895,258 6,413,441 838,780 332,997 1,848,891 936,782 8,136,601 27,402,750 ========== =========== ========= ======== ============ ========== ============ ============= NOTES TO FINANCIAL STATEMENTS (CONTINUED) 12. 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, 1995: Company Money The Fixed Equity Stock Market Balanced The Common Preferred Fund Fund Fund Fund Fund Stock ESOP Stock ESOP The Plan ------------- --------- ----------- -------- ----------- ------------- ------------- ----------- Cash 38,256 38,256 Receivables Contributions Participant 34,500 22,126 4,123 2,644 11,739 75,132 Employer 11,326 11,326 Dividends 1,125 1,125 Investments 8,592,046 3,832,277 607,699 253,388 1,649,902 964,646 20,218,367 36,118,325 Notes payable (786,360) (13,789,543) (14,575,903) Interest payable (11,323) (11,323) ------------- ----------- --------- -------- ---------- ---------- ------------- ----------- Net assets available for plan benefits 8,664,802 3,854,403 611,822 257,157 1,661,641 178,289 6,428,824 21,656,938 ============= =========== ========= ======== ========== ========== ============= ========== Changes in net assets available for Plan benefits for the year ended November 30, 1995: ADDITIONS Participants' contributions 1,005,224 573,534 134,091 55,245 324,520 2,092,614 Employer contributions 530,852 1,753,336 2,284,188 Interest income 619,116 1,409 459 683 898 47 448 623,060 Dividend income 96,346 14,785 58,231 1,579,711 1,749,073 Net appreciation (depreciation) in fair value of investments 780,556 (148,788) 126,008 (249,050) (52,605) 456,121 Transfers from other plans 61,590 44,182 10,077 26,611 39,476 181,936 ----------- ---------- --------- -------- ------------ ---------- ----------- ---------- 1,685,930 1,496,027 (4,161) 97,324 549,133 281,849 3,280,890 7,386,992 Transfers between funds 266,955 79,873 (35,649) (66,879) (174,904) (5,832) (63,564) DEDUCTIONS Withdrawal and termination distributions 721,614 282,899 92,394 18,171 153,767 66,194 601,388 1,936,427 Interest expense 74,533 1,193,824 1,268,357 ----------- ---------- --------- -------- ------------ -------- ----------- --------- 721,614 282,899 92,394 18,171 153,767 140,727 1,795,212 3,204,784 ----------- ---------- --------- -------- ------------ --------- ---------- ---------- Net additions (deductions) 1,231,271 1,293,001 (132,204) 12,274 220,462 135,290 1,422,114 4,182,208 Net assets available for plan benefits, beginning of year 7,433,531 2,561,402 744,026 244,883 1,441,179 42,999 5,006,710 17,474,730 ----------- ---------- --------- -------- ------------ -------- ----------- ------------ Net assets available for plan benefits, end of year 8,664,802 3,854,403 611,822 257,157 1,661,641 178,289 6,428,824 21,656,938 =========== ========== ========= ======== ============ ========== ========== ===========
NOTES TO FINANCIAL STATEMENTS (CONTINUED) 12. 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: Company Money The Fixed Equity Stock Market Balanced The Common Preferred The Fund Fund Fund Fund Fund Stock ESOP Stock ESOP Plan ----------- --------- --------- --------- ---------- ------------ -------------- ----- Cash $ 610 244 99 129 167 101 124 1,474 Receivables Contributions Participant 983 983 Employer 16,724 640 17,364 Dividends 925 925 Investments 7,431,938 2,561,158 743,927 243,829 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 7,433,531 2,561,402 744,026 244,883 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: ADDITIONS Participants' contributions 891,351 515,459 132,764 57,835 363,379 1,960,788 Employer contributions 95,886 1,451,263 1,547,149 Interest income 604,853 1,295 292 227 877 214 804 608,562 Dividend income 124,215 7,743 54,567 1,617,085 1,803,610 Net appreciation (depreciation) in fair value of investments (62,124) (269,319) (114,734) (453,063) (30,602) (929,842) Transfers from other plans 43,825 27,356 16,741 5,510 8,211 101,643 ----------- ------------ --------- ---------- ------------ ------------ ------------ --------- 1,540,029 606,201 (119,522) 71,315 312,300 (356,963) 3,038,550 5,091,910 Transfers between funds (2,041,266) 1,085,584 (3,835) (86,454) 1,141,360 (17,201) (78,188) DEDUCTIONS Withdrawal and termination distributions 1,597,213 101,135 76,648 7,290 12,481 156,753 600,984 2,552,504 Interest expense 95,886 1,180,200 1,276,086 Other expenses 1,574 1,574 ---------- ----------- --------- --------- ---------- ----------- ------------ --------- 1,598,787 101,135 76,648 7,290 12,481 252,639 1,781,184 3,830,164 ---------- ----------- --------- --------- ---------- ------------ ----------- ---------- Net additions (deductions) (2,100,024) 1,590,650 (200,005) (22,429) 1,441,179 (626,803) 1,179,178 1,261,746 Net assets available for plan benefits, beginning of year 9,533,555 970,752 944,031 267,312 669,802 3,827,532 16,212,984 --------- ------- --------- -------- ---------- ------------ ------------ ---------- Net assets available for plan benefits, end of year $ 7,433,531 2,561,402 744,026 244,883 1,441,179 42,999 5,006,710 17,474,730 =========== =========== ======== ======= ========== ========== ============ ===========
RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF TOKHEIM CORPORATION AND SUBSIDIARIES Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES As of November 30, 1996 Shares or Principal Fair Description Amount Cost Value - - ---------------------------------- ------------- -------- --------- Fixed Fund Life of Virginia Insurance Co. Guaranteed Investment Contracts 6.42% due April 30, 1999 1,866,879 1,866,879 1,866,879 New York Life Insurance Co. Guaranteed Investment Contracts 6.40% due April 30, 1998 2,758,529 2,758,529 2,758,529 Allstate Life Insurance Co. Guaranteed Investment Contracts 8.54% due May 1, 1997 1,816,519 1,816,519 1,816,519 7.45% due July 31, 1998 888,412 888,412 888,412 Fort Wayne National Bank Temporary CD Fund 88,980 88,980 88,980 American Express Trust Collective Income Fund 15,046 592,098 635,424 ----------- ----------- Sub-total 8,011,417 8,054,743 Equity Fund Fidelity Growth and Income Fund 203,599 4,952,742 6,372,657 Fort Wayne National Bank Temporary CD Fund 13,797 13,797 13,797 ----------- ----------- Sub-total 4,966,539 6,386,454 Loan Fund Loans to Participants, 8.0% to 11.75%, due December 1, 1997, through May 30, 2002 736,272 736,272 736,272 Company Stock Fund Tokheim Corporation Common Stock 92,468 1,154,581 832,212 Fort Wayne National Bank Temporary CD Fund 3,672 3,672 3,672 ----------- ----------- Sub-Total 1,158,253 835,884 ----------- ----------- RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF TOKHEIM CORPORATION AND SUBSIDIARIES Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES As of November 30, 1996 (continued) Shares or Principal Fair Description Amount Cost Value - - ------------------------------ --------------- ----------- -------- Money Market Fund Federated Money Market Trust 323,297 323,297 323,297 Fort Wayne National Bank Temporary CD Fund 6,216 6,216 6,216 ------------ ---------- Sub-total 329,513 329,513 ------------ ---------- Balance Fund Fidelity Balanced Fund 127,214 1,684,980 1,834,424 Fort Wayne National Bank Temporary CD Fund 4,784 4,784 4,784 ------------ ---------- Sub-total 1,689,764 1,839,208 ----------- ---------- The Common Stock ESOP Tokheim Corporation Common Stock 137,645 2,517,817 1,238,805 Fort Wayne National Bank Temporary CD Fund 657 657 657 ------------ ---------- Sub-total 2,518,474 1,239,462 ------------ ---------- The Preferred Stock ESOP Tokheim Corporation Convertible Preferred Stock 793,160 19,829,000 19,829,000 Fort Wayne National Bank Temporary CD Fund 200 200 200 ------------ ---------- Sub-total 19,829,200 19,829,200 ----------- ----------- Total Investments 39,239,432 39,250,736 =========== ===========
RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF TOKHEIM CORPORATION AND SUBSIDIARIES ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED NOVEMBER 30, 1996 Current Value of Asset on Net Identity of Party Description of Purchase Selling Cost of Transaction Gains Involved Transactions Price Price Asset Date (Losses) - - --------------------------------- ------------------------- --------------- ----------- --------- ------------ ------- Single transaction in one security in excess of 5% of current value of plan assets Lincoln National Life Guaranteed Investment Contracts Insurance Company 8.20% due May 1, 1996 1,598,515 1,598,515 1,598,515 Life of Virginia Guaranteed Investment Contracts Insurance Company 6.42% due April 30, 1999 1,800,000 1,800,000 1,800,000 Series of transactions in one security in excess of 5% of current value of plan assets American Express Trust Collective Income Fund Collective Income Fund Aggregate of 9 Purchases 536,843 536,843 536,843 Aggregate of 10 Sales 1,151,169 1,082,254 1,151,169 68,915 Fidelity Growth and Income Mutual Stock Fund Fund Aggregate of 9 Purchases 1,501,347 1,501,347 1,501,347 Aggregate of 1 Sale 86,540 70,262 86,540 16,278 Fort Wayne National Bank Certificate of Deposit Aggregate of 529 Purchases 4,974,398 4,974,398 4,974,398 Aggregate of 129 Sales 4,889,914 4,889,914 4,889,914
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