-----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, Vdps2msJuKBRBLo0oxo70AOz/SFpqCPZyjVMEe3N1QzhQPaNBybg2GrXDVjhA+o2 x6uNe19xL7jBN39d7nxhnA== 0000950172-01-500332.txt : 20010606 0000950172-01-500332.hdr.sgml : 20010606 ACCESSION NUMBER: 0000950172-01-500332 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991130 FILED AS OF DATE: 20010605 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: SEC FILE NUMBER: 001-06018 FILM NUMBER: 1654684 BUSINESS ADDRESS: STREET 1: 10501 CORPORATE DRIVE CITY: FORT WAYNE STATE: IN ZIP: 46845 BUSINESS PHONE: 2194704600 MAIL ADDRESS: STREET 1: 10501 CORPORATE DRIVE CITY: FORT WAYNE STATE: IN ZIP: 46845 11-K 1 rspcontents.txt 11-K 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 (NO FEE REQUIRED) For the fiscal year ended NOVEMBER 30, 1999 Commission file number: 1-6018 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Retirement Savings Plan for Employees of Tokheim Corporation and Subsidiaries B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Tokheim Corporation 10501 Corporate Drive Fort Wayne, Indiana 46845 (219) 470-4600 SIGNATURE The Plan. 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 undersigned hereunto duly authorized. Retirement Savings Plan for the Employees of Tokheim Corporation and Subsidiaries Date: June 5, 2001 By: /S/ ROBERT L. MACDONALD ------------------------- Robert L. Macdonald Executive Vice President, Finance and Chief Financial Officer RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF TOKHEIM CORPORATION AND SUBSIDIARIES Financial Statements for the years ended November 30, 1999 and 1998 RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF TOKHEIM CORPORATION AND SUBSIDIARIES Contents - ------------------------------------------------------------------------------ Report of Independent Accountants............................................1 Financial Statements Statement of Net Assets Available for Benefits as of November 30, 1999 and 1998...................................................2 Statement of Changes in Net Assets Available for Benefits for the years ended November 30, 1999 and 1998.............................................3 Notes to Financial Statements.............................................4-10 Supplemental Schedules* Item 27a - Schedule of Assets Held for Investment Purposes as of November 30, 1999 .......................................................11-12 Item 27d - Schedule of Reportable Transactions for the year ended November 30, 1999........................................................13-15 * Other schedules required by Section 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable. Report of Independent Accountants To the Participants and Employee Benefits Committee of The Retirement Savings Plan for Employees of Tokheim Corporation and Subsidiaries: In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of The Retirement Savings Plan for Employees of Tokheim Corporation and Subsidiaries (the "Plan") at November 30, 1999 and 1998, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets Held for Investment Purposes and the Schedule of Reportable Transactions 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 are the responsibility of the Plan's management. 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 a whole. PricewaterhouseCoopers LLP June 19, 2000, except for Notes 1, 4, and 5 for which the date is October 20, 2000 Indianapolis, Indiana
RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF TOKHEIM CORPORATION AND SUBSIDIARIES STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS As of November 30, 1999 and 1998 - ------------------------------------------------------------------------------ 1999 1998 ---- ---- Assets Cash $ 29 $ 232,714 Investments 48,707,703 45,500,799 Receivables: Employer contributions 394,775 238,325 Participant contributions 305,887 255,796 ------------ ------------- Total assets 49,408,394 46,227,634 ------------ ------------- Liabilities Note payable 4,350,926 6,986,983 ------------ ------------- Net assets available for benefits $45,057,468 $ 39,240,651 ============ ============= The accompanying notes are an integral part of the financial statements.
2
RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF TOKHEIM CORPORATION AND SUBSIDIARIES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS For the years ended November 30, 1999 and 1998 - -------------------------------------------------------------------------------------------- 1999 1998 -------------- ------------- Additions: Employer contributions $ 3,169,640 $ 2,383,062 Participant contributions 3,605,409 2,946,286 Transfers from other plans 392,868 226,654 Net appreciation in fair value of investments 294,930 745,992 Dividend income 1,910,431 1,662,723 Interest income 528,724 599,079 -------------- ------------- Total additions 9,902,002 8,563,796 -------------- ------------- Deductions: Withdrawal and termination distributions 3,738,415 3,155,462 Interest expense 346,770 510,550 -------------- ------------- Total deductions 4,085,185 3,666,012 -------------- ------------- Net increase 5,816,817 4,897,784 Net assets available for benefits, beginning of year 39,240,651 34,342,867 -------------- ------------- Net assets available for benefits, end of year $ 45,057,468 $ 39,240,651 ============== ============= The accompanying notes are an integral part of the financial statement
3 RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF TOKHEIM CORPORATION AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS - --------------------------------------------------------------------------- 1. SUBSEQUENT EVENT - PLAN OF REORGANIZATION On August 28, 2000, Tokheim Corporation (the Company), the Plan sponsor, filed a Joint Prepackaged Plan of Reorganization (the "Plan of Reorganization") for the Company and its U.S. subsidiaries pursuant to Chapter 11 of the U.S. Bankruptcy Code with the U.S. Bankruptcy Court for the District of Delaware. The Bankruptcy Court confirmed the Company's Plan on October 4, 2000 and the Company emerged from bankruptcy as of October 20, 2000, the effective date of the Plan. The Plan of Reorganization provided that, among other things: o the Company's approximately 12,700,500 shares of outstanding common stock (at November 30, 1999) were cancelled and existing holders of common stock received Series C "out of the money" warrants with a six year term giving them the right to acquire an aggregate of 549,451 shares of the new common stock of the reorganized Company at an exercise price of approximately $49.46 per share; (each Series C Warrant entitles the holder to purchase approximately 0.04327 of a share of new common stock at a price of $2.14, thereby requiring a holder to exercise approximately 23.111 Series C Warrants at an aggregate exercise price of approximately $49.46 to purchase one share of new common stock.) o in exchange for their Notes, the holders of $190.4 million of senior subordinated notes and certain other unsecured creditors received 4,410,000 shares of New Common Stock representing 88% of the equity value of the reorganized Company, subject to dilution for warrants to existing shareholders and management options; o in exchange for their Notes, the holders of $49.2 million of junior subordinated notes received 90,000 shares of New Common Stock representing 2% of the equity value of the reorganized Company, subject to dilution for warrants to existing shareholders and management options and Series B Warrants giving them the right to acquire an aggregate of 555,556 shares of New Common Stock of the reorganized Company at an exercise price of $30.00 per share; o the Company's employees' rights to receive cash redemption of preferred stock held by the Retirement Savings Plan were preserved. The Plan also provided that the conversion rate of preferred stock to common stock of one-for-one (or $25 for $25 equivalent value) that existed at November 30, 1999, was changed to reflect the conversion of the old common stock into Series C Warrants. As a result, the conversion rate of preferred stock to common stock became one share of preferred stock to approximately 0.04327 shares of common stock (approximately the equivalent of what could be purchased with one Series C Warrant). Therefore, the value of a share of new common stock would have to exceed approximately $577.79 per share before the value of approximately 0.04327 shares of new common stock exceeds $25. The Plan also provided that the Company's existing bank credit agreement was restructured to comprise a four year, eleven month senior term facility of $137.2 million and a four year, eleven month special facility of $100 million on which interest will be accrued but not paid until at least November 30, 2002; (ii) the Company's bank group provided, in addition to the $237.2 million facilities detailed above, a debtor-in-possession financing (the "DIP Financing") facility with available borrowings of $47.8 million which was converted into a revolving credit facility upon the Company's emergence from the reorganization; (iii) members of the bank group received warrants with a five year term to purchase 678,334 shares of new common stock at an exercise price of $0.01 per share and Series A Preferred Stock with a total liquidation preference of $0.1 million, quarterly dividends at the rate of 16% per annum, and the right to elect two directors to the Company's Board of Directors (and to elect a majority of the directors upon certain defaults under the Credit Agreement). See Note 5 for information related to the note payable by the Plan under the Loan and Guarantee Agreement and the effect of the plan of reorganization on this liability. 2. DESCRIPTION OF PLAN The following description of the Tokheim Corporation and Subsidiaries Retirement Savings Plan (the "Plan") provides only general information. Participants should refer to the Plan Agreement for a more complete description of the Plan's provisions. General ------- The Plan is a defined contribution plan covering certain full-time employees of the Company who work in the United States, are age twenty-one or older, and have at least six months of service with the Company. Participant Contributions ------------------------- Participants may elect to contribute up to 14% of their eligible compensation to the Plan (in increments of 1%) in any one or more of the available investment funds. Contributions are made to the Plan as each payroll is processed and are allocated to each participant's pre-tax or after-tax contribution account as of the end of each quarter. Each participant's account is credited with the participant's contribution and an allocation of the Company's contribution, plan earnings, and forfeitures of terminated participants' non-vested accounts. Company Contributions --------------------- The Plan provides a retirement contribution of 2.5% of compensation to UAW union participants in the Plan and 1.5% of compensation to non-union participants. The Plan also provides for a matching contribution with a minimum of 67% of the first 6% of employee pre-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. The Plan Agreement provides certain limitations on the amount of annual additions that can be made to participant 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. Vesting ------- Participants are fully vested at all times and have a non-forfeitable interest in their contributions and the Company matching contributions. Participants must complete five years of service to be vested in the ESOP Base Allocation Account, which holds the shares allocated to participants as payments are made on the ESOP note payable. Forfeitures ----------- Any participant who terminates employment with the Company prior to attainment of the five year vesting period for the ESOP Base Allocation, and does not return within that period, will forfeit their Company base allocation related to the ESOP. Forfeited amounts are reallocated to participant accounts in the same manner as employer contributions and do not reduce employer contributions to the Plan. At November 30, 1999 and 1998, forfeited, non-vested accounts totaled $61,448 and $85,865, respectively. Payment of Benefits ------------------- Upon termination of service 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 their vested interest in their account. Distributions are made in a lump sum as soon as 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. Participant Loans ----------------- Participants may borrow from the non-ESOP portion of the Plan a minimum of $1,000, up to a maximum of $50,000 or 50% of the value of their vested account balance, whichever is less. The loans are secured by the balance in the participant's account and bear interest at rates that range from 8% to 10%, which are commensurate with local prevailing rates, as determined by the Plan Administrator. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting ------------------- The financial statements of the Plan are prepared under the accrual method of accounting. Investment Valuation and Income Recognition ------------------------------------------- Investments in mutual funds are stated at fair value or estimated fair market value, as determined by the last reported sales price or the latest bid price if no sale, or as determined by the Trustee of such funds, respectively. Investments in common stock are stated at fair value using published market quotations. Investments in guaranteed investment contracts are carried at contract value. Investments in money market instruments are generally short-term and are valued at cost, which approximates market value. Purchases and sales of securities are recorded on a trade-date basis. Dividend income is recorded on the ex-dividend date. Interest income from securities is recorded as earned on an accrual basis. The Plan presents, in the statement of changes in net assets available for benefits, 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 incurred in 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 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, Uncertainties and Investment Concentrations -------------------------------------------------- The Plan provides for various investment options in any combination of stocks, mutual funds and portfolios investing in stocks, fixed income securities 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 participant account balances and the amounts reported in the statement of changes in net assets available for benefits. Approximately 44% and 45% of Plan investments were concentrated in Tokheim Corporation Common and Preferred Stock at November 30, 1999 and 1998, respectively. 4. TOKHEIM CORPORATION CONVERTIBLE PREFERRED STOCK In 1989, the Plan Trust borrowed $24,000,000 to purchase 960,000 shares of Tokheim Corporation Convertible Preferred Stock, which was priced at an initial liquidation value of $25 per share. The dividend rate of the shares is 7.75%. During 1999, 80,577 shares were allocated to participants at a value of $2,014,425. In prior years, an aggregate of 757,993 shares were allocated to participants at a cumulative value of $18,949,825. At November 30, 1999, 121,430 shares remain unencumbered. Approximately 8% of the total amount of shares will be allocated to participants annually in future years. Prior to the Company's reorganization each share of preferred stock was convertible to one share of common stock. Subsequent to the cancellation of the Company's common stock each share became convertible to one Series C warrant (see Note 1). The preferred stock is held only by the Trustee of the Plan and is not traded on an open market. When shares are redeemed, participants have the option to receive Series C warrants 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 the Employee Retirement Income Security Act of 1974 (ERISA) and regulations thereunder. The value was determined to be $25 per share at November 30, 1999. The last day of each Plan year is designated to be the ESOP valuation date. The preferred shares are redeemable at the option of the Company at a price of $25 per share. 5. NOTE PAYABLE The Plan Trust borrowed $24,000,000 in 1989 at a variable interest rate payable through 2001. The outstanding principal balance at November 30, 1999 and 1998 was $4,350,926 and $6,986,983, respectively. The note bears interest at a LIBOR rate plus an applicable margin, which approximated 8.5% and 7.5% at November 30, 1999 and 1998, respectively. Quarterly principal payments range from $640,000 to $760,000 and are payable on the last day of each quarter. The Company has guaranteed the above borrowing. Aggregate scheduled maturities of the note payable during each of the next two years approximate $2,845,000 and $1,506,000, respectively. In connection with the Company's plan of reorganization in fiscal 2000, the Company became the holder of the note payable under the Loan and Guarantee Agreement effective October 20, 2000 (see Note 1). The Company is now directly liable to the lenders under its Bank Credit Agreement for all obligations under the Loan and Guarantee Agreement and the Plan is obligated to the Company. No other changes were made to the terms and conditions of the Loan and Guarantee Agreement. 6. TAX STATUS The Company received a tax determination letter from the United States Treasury Department dated February 4, 1994, indicating the Plan is qualified and the related trust established under the Plan constitutes a qualified trust under Section 401(a) of the Internal Revenue Code (IRC) and is therefore exempt from federal income taxes pursuant to IRC Section 501(a). Although the Plan has been amended subsequent to the receipt of the latest tax determination letter, the Plan Administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. 7. PLAN TERMINATION Although it has not expressed any intention to do so, the Company has the right to terminate the Plan, subject to provisions set forth in ERISA. Upon termination of the Plan, participants will become fully vested in their benefits for which they were not previously vested (ESOP Base Allocation Account which requires five years of service) and entitled to a distribution from the Plan. 8. INVESTMENTS The following Plan investments represent 5% or more of the Plan's net assets at November 30:
1999 1998 ------------- -------------- Tokheim Corporation Convertible Preferred Stock* $ 19,403,172 $ 18,878,275 Fidelity Growth & Income Fund 13,553,337 13,434,871 Fidelity Stable Value Fund 3,113,848 - Fidelity Balanced Fund 3,068,285 2,832,363 Guaranteed Investment Contracts: Jackson National Life Group Pension: 7.10% due April 30, 2000 and 2001 3,581,659 3,344,219 *Nonparticipant-directed The net appreciation (depreciation) in fair value of the Plan's investments for the years ended November 30 was as follows: 1999 1998 ------------- ------------- Common Stock $ (1,172,626) $ (1,930,824) Mutual Funds 1,467,556 2,676,816 ------------- ------------- $ 294,930 $ 745,992 ============= ============= Information about the significant components of the changes in net assets relating to the nonparticipant-directed investments are as follows for the years ended November 30: 1999 1998 ------------- -------------- Tokheim Corporation Convertible Preferred Stock, beginning of year $ 18,878,275 $ 19,078,025 Employer contributions 3,169,640 2,383,062 Dividends 1,514,771 1,483,724 Payments on note payable (2,636,057) (2,442,486) Interest expense (346,770) (510,550) Withdrawal and termination distributions (1,064,487) (885,754) Transfers to participant-directed investments (112,200) (227,746) ------------- -------------- Tokheim Corporation Convertible Preferred Stock, end of year $ 19,403,172 $ 18,878,275 ============ ============
9. RECONCILIATION TO FORM 5500 As of November 30, 1999 and 1998, $1,032,304 and $246,502, respectively were included in the accounts of participants who had elected to withdraw from participation in the Plan, but for which disbursement had not yet been made. Form 5500 requires these amounts to be shown differently from the financial statements of the Plan, as follows:
1999 1998 ------------- ------------ Net assets available for benefits as stated in financial statements $ 45,057,468 $ 39,240,651 Less: benefits payable 1,032,304 246,502 ------------- ------------ Net assets available for benefits per Form 5500 $ 44,025,164 $ 38,994,149 ============= ============ Benefits paid to participants as stated in financial statements $ 3,738,415 $ 3,155,462 Add: Amounts allocated to withdrawing participants at November 30, 1999 and 1998, respectively 1,032,304 246,502 Less: Amounts allocated to withdrawing participants at November 30, 1998 and 1997, respectively (246,502) (364,562) -------------- ------------- Benefits paid to participants per Form 5500 $ 4,524,217 $ 3,037,402 ============= =============
RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF TOKHEIM CORPORATION AND SUBSIDIARIES ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES As of November 30, 1999 - ---------------------------------------------------------------------------------------------------------------------- Shares or Principal Fair Description Amount Cost Value - ---------------------------------------------------- ----------------- ---------------- -------------- Insurance Contract Fund Protective Life Insurance Company Guaranteed Investment Contracts 5.96% due July 31, 2001 1,325,120 $ 1,325,120 $ 1,325,120 Jackson National Life Group Pension Guaranteed Investment Contracts 7.10% due April 30, 2000 and 2001 3,581,659 3,581,659 3,581,659 Collective Short Term Investment Fund 332,600 332,600 332,600 ----------------- -------------- Subtotal 5,239,379 5,239,379 ----------------- -------------- Equity Growth Fund Fidelity Advisor Equity Growth Fund 7,075 457,486 494,865 ----------------- -------------- Loan Fund Loans to Participants, 9.0% to 10.0% due January 7, 2000 through March 15, 2024 1,300,291 1,300,291 1,300,291 ----------------- -------------- Unitized Stock Fund Tokheim Corporation Common Stock 463,266 2,190,906 1,476,660 Collective Short Term Investment Fund 150,930 150,930 150,930 ----------------- -------------- Subtotal 2,341,836 1,627,590 ----------------- -------------- Stable Value Fund Bank of New York Hamilton Money Fund Premier 558 558 558 Fidelity Advisor Stable Value Fund 3,113,848 3,113,848 3,113,848 ----------------- -------------- Subtotal $ 3,114,406 $ 3,114,406 ----------------- --------------
RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF TOKHEIM CORPORATION AND SUBSIDIARIES ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES, Continued As of November 30, 1999 - -------------------------------------------------------------------------------------------------------------------------------- Shares or Principal Fair Description Amount Cost Value - ---------------------------------------------------------- -------------- ----------------- ----------------- Balanced Fund Fidelity Advisor Balanced Fund 164,343 $ 3,134,838 $ 3,068,285 ----------------- ----------------- Growth and Income Fund Fidelity Advisor Growth and Income Fund 737,797 13,374,824 13,553,337 ----------------- ----------------- Small Cap Fund Fidelity Advisor Small Cap Fund 7,578 138,117 149,734 ----------------- ----------------- Intermediate Fund Fidelity Advisor Intermediate Bond Fund 443 4,581 4,557 ----------------- ----------------- Growth Opportunities Fund Fidelity Advisor Growth Opportunities Fund 4,517 227,447 230,164 ----------------- ----------------- Cash Fund Bank of New York Hamilton Money Fund Premier 161,874 161,874 161,874 ----------------- ----------------- The Common Stock ESOP Tokheim Corporation Common Stock 112,561 1,921,989 358,788 Collective Short Term Investment Fund 5 5 5 ----------------- ----------------- Subtotal 1,921,994 358,793 ----------------- ----------------- The Preferred Stock ESOP Tokheim Corporation Convertible Preferred Stock 776,127 19,403,172 19,403,172 Collective Short Term Investment Fund 1,256 1,256 1,256 ----------------- ----------------- Subtotal 19,404,428 19,404,428 ----------------- ----------------- Total investments $ 50,821,501 $ 48,707,703 ================= =================
RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF TOKHEIM CORPORATION AND SUBSIDIARIES ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS For the year ended November 30, 1999 - ---------------------------------------------------------------------------------------------------------------------------------- Description of assets Purchase Selling Identity of party involved and transaction Price Price - ---------------------------------- ----------------------------- ----------- ---------- 1. A single transaction within the Plan year in excess of 5% of the current value of Plan assets Fidelity Advisor Growth and Income Fund $ 14,297,992 Fidelity Puritan Trust Balanced Fund 3,216,020 Fidelity Advisor Equity Growth Fund $ 14,338,103 Fidelity Advisor Equity Growth Fund 14,667,099 Fidelity Advisor Balanced T Fund 3,235,691 Collective Short Term Investments Mutual Fund 2,169,043 Collective Short Term Investments Mutual Fund 2,169,043 Virginia Life Life of Virginia Guaranteed Insurance Contract 2,169,043 Fidelity Advisor Stable Value Fund 2,468,832 Bank of New York Hamilton Money Fund Premier 18,242,382 Bank of New York Hamilton Money Fund Premier 2,606,665 Bank of New York Hamilton Money Fund Premier 17,555,304 Bank of New York Hamilton Money Fund Premier 2,468,832 2. Any series of transactions other than transactions with respect to securities) with, or in conjunction with, the same person which amount in the aggregate within the Plan year to more than 5% of the current value of Plan assets None Current value Description of assets Cost of of assets on Net Identity of party involved and transaction asset transaction data gain/(loss) -------------------------- ----------------------------- ----------- ---------------- ------------ 1. A single transaction within the Plan year in excess of 5% of the current value of Plan assets Fidelity Advisor Growth and Income Fund $ 9,755,851 $ 14,297,992 $ 4,542,141 Fidelity Puritan Trust Balanced Fund 2,676,171 3,216,020 539,849 Fidelity Advisor Equity Growth Fund $ 14,338,103 14,338,103 Fidelity Advisor Equity Growth Fund 14,409,997 14,667,099 257,102 Fidelity Advisor Balanced T Fund 3,235,691 3,235,691 Collective Short Term Investments Mutual Fund 2,169,043 2,169,043 Collective Short Term Investments Mutual Fund 2,169,043 2,169,043 Virginia Life Life of Virginia Guaranteed Insurance Contract 2,169,043 2,169,043 Fidelity Advisor Stable Value Fund 2,468,832 2,468,832 Bank of New York Hamilton Money Fund Premier 18,242,382 18,242,382 Bank of New York Hamilton Money Fund Premier 2,606,665 2,606,665 Bank of New York Hamilton Money Fund Premier 17,555,304 17,555,304 Bank of New York Hamilton Money Fund Premier 2,468,832 2,468,832 2. Any series of transactions other than transactions with respect to securities) with, or in conjunction with, the same person which amount in the aggregate within the Plan year to more than 5% of the current value of Plan assets None
RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF TOKHEIM CORPORATION AND SUBSIDIARIES ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS, Continued For the year ended November 30, 1999 - --------------------------------------------------------------------------------------------------------------------------------- Description of assets Purchase Selling Identity of party involved and transaction Price Price - ---------------------------------- ----------------------------- ----------- ---------- 3. A series of transactions within the Plan year with respect to securities of the same issue which amount in the aggregate to more than 5% of the current value of Plan assets Fidelity Advisor Growth and Income Fund 9 purchases $ 638,167 4 sales $ 14,911,475 Armada Money Market Fund 83 purchases 2,759,904 35 sales 3,799,837 Fidelity Puritan Trust Balanced Fund 11 purchases 279,814 5 sales 3,340,401 Collective Short Term Mutual Fund Investmentment 67 purchases 4,309,766 43 sales 3,824,976 Fidelity Advisor Equity Growth Fund 42 purchases 14,970,195 12 sales 14,766,967 Fidelity Advisor Balanced T Fund 30 purchases 3,676,376 42 sales 524,869 Fidelity Advisor Stable Value Fund 38 purchases 3,755,241 41 sales 641,393 Bank of New York Hamilton Money Fund Premier 57 purchases 26,958,261 47 sales 26,121,042 Current value Description of assets Cost of of assets on Net Identity of party involved and transaction asset transaction data gain/(loss) -------------------------- ----------------------------- ----------- ---------------- ------------ 3. A series of transactions within the Plan year with respect to securities of the same issue which amount in the aggregate to more than 5% of the current value of Plan assets Fidelity Advisor Growth and Income Fund $ 638,167 $ 638,167 9 purchases 10,184,628 14,911,475 $ 4,726,847 4 sales Armada Money Market Fund 2,759,904 2,759,904 83 purchases 3,799,837 3,799,837 35 sales Fidelity Puritan Trust Balanced Fund 279,814 279,814 11 purchases 2,786,844 3,340,401 553,557 5 sales Collective Short Term Mutual Fund 4,309,766 4,309,766 Investmentment 67 purchases 3,824,976 3,824,976 43 sales Fidelity Advisor Equity Growth Fund 14,970,195 14,970,195 42 purchases 14,512,709 14,766,967 254,258 12 sales Fidelity Advisor Balanced T Fund 3,676,376 3,676,376 30 purchases 541,538 524,869 (16,669) 42 sales Fidelity Advisor Stable Value Fund 3,755,241 3,755,241 38 purchases 641,393 641,393 41 sales Bank of New York Hamilton Money Fund Premier 26,958,261 26,958,261 57 purchases 26,121,042 26,121,042 47 sales
RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF TOKHEIM CORPORATION AND SUBSIDIARIES ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS, Continued For the year ended November 30, 1999 - --------------------------------------------------------------------------------------------------------------------------------- Description of assets Purchase Selling Identity of party involved and transaction Price Price - ---------------------------------- ----------------------------- ----------- ---------- Fidelity Advisor Growth and Income Fund 25 purchases 1,301,442 45 sales 2,437,129 Current value Description of assets Cost of of assets on Net Identity of party involved and transaction asset transaction data gain/(loss) - ---------------------------------- ----------------------------- ----------- ---------------- ------------ Fidelity Advisor Growth and Income Fund 25 purchases 1,301,442 1,301,442 45 sales 2,593,718 2,437,129 (156,589)
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