-----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, BxhFPn68KARlZrPol/ckwgy9DL3xqhG8+t7sCNdraBvey0plJ6RuEZx/u8qlseco 5vRDu29Hv/lGOhc6XyHX5Q== 0000950172-98-000530.txt : 19980601 0000950172-98-000530.hdr.sgml : 19980601 ACCESSION NUMBER: 0000950172-98-000530 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971130 FILED AS OF DATE: 19980529 SROS: NONE 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: 98634363 BUSINESS ADDRESS: STREET 1: 1602 WABASH AVENUE CITY: FORT WAYNE STATE: IN ZIP: 46803 BUSINESS PHONE: 2194704600 MAIL ADDRESS: STREET 1: 1602 WABASH AVENUE CITY: FORT WAYNE STATE: IN ZIP: 46803 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, 1997 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 SIGNATURE 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 28, 1998 BY: /s/ WILLIAM D. SHANK --------------- -------------------- Vice President, Finance 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 April 30, 1998, 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, 1997 and 1996, and for the years ended November 30, 1997, 1996, and 1995, which report is included in this Annual Report on Form 11-K. Fort Wayne, Indiana May 29, 1998 RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF TOKHEIM CORPORATION AND SUBSIDIARIES FINANCIAL STATEMENTS FOR THE YEARS ENDED NOVEMBER 30, 1997, 1996, AND 1995 CONTENTS PAGE Report of Independent Accountants 1 Financial Statements: Statement of Net Assets Available for Plan Benefits as of November 30, 1997 and 1996 2 Statement of Changes in Net Assets Available for Plan Benefits for the years ended November 30, 1997, 1996, and 1995 3 Notes to Financial Statements 4-11 Supplemental Schedules: Item 27a - Assets Held for Investment Purposes as of November 30, 1997 12-13 Item 27d - Reportable Transactions for the year ended November 30, 1997 14 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, 1997 and 1996, 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, 1997. These financial statements are the responsibility of the Plan 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, 1997 and 1996, and the changes in net assets available for plan benefits for each of the three years in the period ended November 30, 1997, 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 included at pages 12-14 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 a whole. Fort Wayne, Indiana April 30, 1998 Financial Statements RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF TOKHEIM CORPORATION AND SUBSIDIARIES STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS As of November 30, 1997 and 1996
ASSETS 1997 1996 ------------ ------------ $ 83,783 $ 74,311 Cash Receivables: Contributions Participants 42,204 71,648 Employer 203,550 4,141 Dividends 1,334 ------------ ------------ 245,754 77,123 ------------ ------------ Investments, at fair value: Loans to participants 933,455 736,272 Tokheim Corporation Common Stock 3,648,587 2,071,017 Tokheim Corporation Convertible Preferred Stock 19,078,025 19,829,000 Marketable securities and other 12,244,128 9,284,108 ------------ ------------ 35,904,195 31,920,397 Guaranteed investment contracts, at contract value 7,538,604 7,330,339 ------------ ------------ Total investments 43,442,799 39,250,736 ------------ ------------ Total assets 43,772,336 39,402,170 ------------ ------------ LIABILITIES Notes payable 9,429,469 11,995,279 Interest payable 4,141 ------------ ------------ Total liabilities 9,429,469 11,999,420 ------------ ------------ Net assets available for plan benefits $ 34,342,867 $ 27,402,750 ============ ============
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, 1997, 1996 and 1995
1997 1996 1995 ----------- ------------ ------------ Additions: Participant contributions $ 2,213,979 $ 2,190,804 $ 2,092,614 Employer contributions 2,413,348 2,474,401 2,284,188 Interest income 653,619 615,583 623,060 Dividend income 1,693,812 1,700,090 1,749,073 Net appreciation in fair value of investments 3,935,307 1,729,576 456,121 Transfers from other plans 2,770 284,119 181,936 ----------- ------------ ------------ 10,912,835 8,994,573 7,386,992 ----------- ------------ ------------ Deductions: Withdrawal and termination distributions 3,262,713 2,197,068 1,936,427 Interest expense 710,005 1,051,693 1,268,357 ----------- ------------ ------------ 3,972,718 3,248,761 3,204,784 ----------- ------------ ------------ Net increase 6,940,117 5,745,812 4,182,208 Net assets available for plan benefits, beginning of year 27,402,750 21,656,938 17,474,730 ----------- ------------ ------------ Net assets available for plan benefits, end of year $ 34,342,867 $ 27,402,750 $ 21,656,938 =========== ============ ============
The accompanying notes are an integral part of the financial statements. NOTES TO FINANCIAL STATEMENTS, CONTINUED RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF TOKHEIM CORPORATION AND SUBSIDIARIES Notes to Financial Statements 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: a. 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 in the fair value of investments which consists of the realized gains, and the unrealized appreciation of investments. b. ADMINISTRATIVE EXPENSES: Costs of administering the Plan are borne by the Company. c. 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. d. RISKS AND UNCERTAINTIES AND INVESTMENT CONCENTRATIONS: The Plan provides for various investment options 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' account balances and the amounts reported in the statement of net assets available for plan benefits. Approximately 52% of plan investments are 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. a. PARTICIPANT CONTRIBUTIONS: Participants may elect to contribute 1% to 14% (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. b. COMPANY CONTRIBUTIONS: The company contribution provisions of the Plan were amended in conjunction with the signing of the agreement between the Company and the UAW Union on June 17, 1997. The Plan provides a retirement contribution of 2% of salary to UAW Union participants in the Plan (1.5% prior to the new union agreement). The Plan provides a retirement contribution of 1.5% of salary to non-union participants. The Plan also provides for 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 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, 1997, 488,949 shares had been released and allocated to participants' accounts, and 282,314 shares remained encumbered. Retirement and matching contributions are invested in preferred and common stock of the Company and are allocated to each participants' accounts as of the end of each quarter. c. CONTRIBUTION LIMITATIONS: 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. d. 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. e. VESTING: Participants are fully vested at all times and have a nonforfeitable interest in their contributions and the company matching contributions. The Company base allocation contribution has a vesting period requirement of five years. f. 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 CORPORATION 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 an initial liquidation value of $25 per share. The dividend rate of the shares is 7.75%. During 1997, 79,796 shares were allocated to participants at a value of $1,994,900. In previous years, 597,890 shares were allocated to participants at a cumulative value of $14,947,250. Approximately 8% of the total amount of shares will be allocated to participants annually in the future. The conversion rate of preferred stock to common stock is one for one. 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 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 Liquidation value was determined to be $25 per share at November 30, 1997. 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 $25.39 per share in 1998, decreasing by $0.20 per share each year thereafter to a redemption price of $25 per share in fiscal 2000. The preferred stock is 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 agreement to purchase company securities for investment by the participants: a. NOTES PAYABLE TO PURCHASE PREFERRED STOCK: The Plan Trust borrowed $24,000,000 in July, 1989 at a variable interest rate payable over 12 years. The outstanding principal balance at November 30, 1997, was $9,428,469 at a rate of 7.5%. Quarterly principal payments range from $593,000 to $760,000 through 2001 and are payable on the last day of each quarter. The Company has guaranteed the above borrowing. Debt payments are funded by dividends received on shares and company contributions. Aggregate scheduled maturities of the above notes payable during the ensuing four years equal $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 November 30 by fund type for 1997 and 1996: 1997 1996 Fixed Fund 652 710 Equity Fund 622 541 Company Stock Fund 123 139 Money Market Fund 106 124 Balanced Fund 294 310 The Common Stock ESOP 1,143 1,258 The Preferred Stock ESOP 1,143 1,258 The total number of participants in the Plan was 1,143 and 1,258 at November 30, 1997 and 1996, respectively. This is less than the sum of the number of participants shown above because many participate 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 (IRC) 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. The Plan was amended subsequent to the receipt of the latest tax determination letter, however, the Plan administrator believes that the Plan is designed and is currently in compliance with the applicable requirements of the IRC. 7. PLAN TERMINATION: The Company has the right, under the plan, to discontinue its contributions and 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, 1997: Tokheim Corporation Common Stock $ 3,648,587 Tokheim Corporation Convertible Preferred Stock 19,078,025 Fidelity Growth and Income Fund 9,529,143 Fidelity Balanced Fund 2,170,437 Guaranteed Investment Contracts: Jackson Natural Life Group Pension; 7.10% due April 30, 2000 and 2001 3,122,520 Life of Virginia Insurance Company; 6.42% due April 30, 1999 1,986,733 9. RECONCILIATION TO FORM 5500: As of November 30, 1997 and 1996, $364,562 and $290,155, 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:
1997 1996 Net assets available for plan benefits as stated in the financial statements $ 34,342,867 $ 27,402,750 Less benefits payable 364,562 290,155 ------------- ------------- Net assets available for plan benefits per Form 5500 $ 33,978,305 $ 27,112,595 ============== =============
10. RECLASSIFICATION: Certain prior year amounts in these financial statements have been reclassified to conform with current year presentation. 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, 1997:
Money The Fixed Equity Company Market Balanced The Common Preferred Fund Fund Stock Fund Fund Fund Stock ESOP Stock ESOP The Plan ----- ------ ---------- ------ --------- ---------- ---------- -------- Cash $ 83,783 $ 83,783 Receivables Contributions Participant 15,712 $ 19,247 $ 1,417 $ 1,006 $ 4,822 42,204 Employer $203,550 203,550 Investments 8,616,459 9,596,994 1,296,266 308,885 2,188,377 $2,357,499 19,078,319 43,442,799 Notes payable (9,429,469) (9,429,469) ---------- ---------- ---------- --------- ---------- ---------- ---------- ----------- Net assets available for plan benefits $8,715,954 $9,616,241 $1,297,683 $309,891 $2,193,199 $2,357,499 $ 9,852,400 $34,342,867 ---------- ---------- ---------- -------- ---------- ---------- ----------- -----------
Changes in net assets available for plan benefits for the year ended November 30, 1997: Money The Fixed Equity Company Market Balanced The Common Preferred Fund Fund Stock Fund Fund Fund Stock ESOP Stock ESOP The Plan ----- ------ ---------- ------ --------- ---------- ---------- -------- ADDITIONS Participants' contributions $ 823,037 $ 957,386 $ 89,584 $ 54,938 $ 289,034 $ 2,213,979 Employer contri- butions $ 306,821 $ 2,106,527 2,413,348 Interest income 631,370 3,373 321 17,470 683 207 195 653,619 Dividend income 99,563 82,333 1,511,916 1,693,812 Net appreciation in fair value of investments 1,713,491 683,082 281,671 1,257,063 3,935,307 Transfers from other plans 2,770 2,770 ---------- ---------- --------- --------- ---------- ---------- ----------- ----------- 1,457,177 2,773,813 772,987 72,408 653,721 1,564,091 3,618,638 10,912,835 Transfers between funds (771,838) 1,304,168 (196,139) (36,086) (158,816) (18,162) (123,127) DEDUCTIONS Withdrawal and termination distributions 864,643 875,181 117,945 59,428 150,597 121,070 1,073,849 3,262,713 Interest expense 4,142 705,863 710,005 ---------- ---------- --------- --------- ---------- ---------- ---------- ---------- 864,643 875,181 117,945 59,428 150,597 125,212 1,779,712 3,972,718 ---------- ---------- --------- --------- ---------- ---------- ---------- ---------- Net increas (decrease) (179,304) 3,202,800 458,903 (23,106) 344,308 1,420,717 1,715,799 6,940,117 Net assets available for plan benefits, beginning of year 8,895,258 6,413,441 838,780 332,997 1,848,891 936,782 8,136,601 27,402,750 ---------- ---------- --------- ---------- ---------- ---------- ---------- ----------- Net assets available for plan benefits, end of year $8,715,954 $9,616,241 $1,297,683 $ 309,891 $2,193,199 $2,357,499 $9,852,400 $34,342,867
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, 1996: Money The Fixed Equity Company Market Balanced The Common Preferred Fund Fund Stock 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: Money The Fixed Equity Company Market Balanced The Common Preferred Fund Fund Stock Fund Fund Fund Stock ESOP Stock ESOP The Plan ----- ------ ---------- ------ --------- ---------- ---------- -------- ADDITIONS Participants' contributions $ 956,805 $ 758,002 $ 109,559 $ 61,895 $ 304,543 $2,190,804 Employer contri- butions $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 2,005,67 326,990 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 increase 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 --------- --------- ------- ------- --------- ------- --------- ----------
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, 1995: Money The Fixed Equity Company Market Balanced The Common Preferred Fund Fund Stock 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: Money The Fixed Equity Company Market Balanced The Common Preferred Fund Fund Stock Fund Fund Fund Stock ESOP Stock ESOP The Plan ----- ------ ---------- ------ --------- ---------- ---------- -------- plan benefits $8,664,802 $3,854,403 $611,822 $257,157 $1,661,641 $178,289 $6,428,824 $21,656,938 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 increase (decrease) 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 --------- --------- -------- ------- --------- ------- --------- ----------
RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF TOKHEIM CORPORATION AND SUBSIDIARIES ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES As of November 30, 1997 Shares or Principal Fair Description Amount Cost Value - ---------------------------------------------------- ----------- ------------ ------------ FIXED FUND Life of Virginia Insurance Company Guaranteed Investment Contracts 6.42% due April 30, 1999 $ 1,986,733 $ 1,986,733 $ 1,986,733 New York Life Insurance Company Guaranteed Investment Contracts 6.40% due April 30, 1998 $ 1,474,753 1,474,753 1,474,753 Allstate Life Insurance Company Guaranteed Investment Contracts 7.45% due July 31, 1998 $ 954,598 954,598 954,598 Jackson Natural Life Group Pension Guaranteed Investment Contracts 7.10% due April 30, 2000 and 2001 $ 3,122,520 3,122,520 3,122,520 Fort Wayne National Bank Temporary CD Fund $ 46,210 46,210 46,210 American Express Trust Collective Fund 2,183,153 97,749 98,190 ------------ ------------ Subtotal 7,682,563 7,683,004 ----------- ------------ EQUITY FUND Fidelity Growth and Income Fund 253,435 7,339,974 9,529,143 Fort Wayne National Bank Temporary CD Fund $ 67,851 67,851 67,851 ------------ ------------ Subtotal 7,407,825 9,596,994 ------------ ----------- LOAN FUND Loans to Participants, 8.0% to 11.75%, due December 1, 1997, through May 30, 2002 $ 933,455 933,455 933,455 - ---------- - ----------
RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF TOKHEIM CORPORATION AND SUBSIDIARIES ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES, CONTINUED As of November 30, 1997 Shares or Principal Fair Description Amount Cost Value - --------------------------------------------------- ------------ ------------ ------------ COMPANY STOCK FUND Tokheim Corporation Common Stock $ 68,645 905,773 1,291,350 Fort Wayne National Bank Temporary CD Fund $ 4,916 4,916 4,916 ------------ ------------ Subtotal 910,689 1,296,266 ------------ ------------ MONEY MARKET FUND Federated Money Market Trust $ 307,025 307,025 307,025 Fort Wayne National Bank Temporary CD Fund $ 1,860 1,860 1,860 ------------ ------------ Subtotal 308,885 308,885 ------------ ------------ BALANCED FUND Fidelity Balanced Fund 137,456 1,873,182 2,170,437 Fort Wayne National Bank Temporary CD Fund $ 17,940 17,940 17,940 ------------ ----------- Subtotal 1,891,122 2,188,377 ------------ ------------ THE COMMON STOCK ESOP Tokheim Corporation Common Stock 125,305 2,147,587 2,357,237 Fort Wayne National Bank Temporary CD Fund $ 262 262 262 ------------ ------------ Subtotal 2,147,849 2,357,499 ------------ ------------ THE PREFERRED STOCK ESOP Tokheim Corporation Convertible Preferred Stock 763,121 19,078,025 19,078,025 Fort Wayne National Bank Temporary CD Fund $ 294 294 294 ------------ ------------ Subtotal 19,078,319 19,078,319 ----------- ------------ Total investments $ 40,360,707 $ 43,442,799 ============ ============
Retirement Savings Plan for Employees of Tokheim Corporation and Subsidiaries ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS For the year ended November 30, 1997 Current Value of Asset on Identity of Party Description of Purchase Selling Cost of Transaction Net Involved Transactions Price Price Asset Date Gain - ----------------------- ---------------------- ------------ ----------- ------------- ------------- --------- Single transaction in one security in excess of 5% of current value of plan assets. - ----------------------------------------------- New York Life Guaranteed Investment Insurance Company Contracts 6.40% due April 30, 1998 $ 1,407,923 $ 1,407,923 $ 1,407,923 Jackson Natural Life Guaranteed Investment Group Pension Contracts 7.10% due April 30, 2000 and 2001 $ 3,000,000 3,000,000 3,000,000 Fort Wayne National Bank Certificate of Deposit 1,408,050 1,408,050 1,408,050 Fidelity Growth and Mutual Stock Fund Income Fund Purchase 1,916,000 1,916,000 1,916,000 Sale 1,717,697 1,199,585 1,717,697 $ 518,112 Series of transactions in one security in excess of 5% of current value of plan assets. - ------------------------------------------------ American Express Trust Collective Collective Income Fund Income Fund Aggregate of 11 purchases 986,200 986,200 986,200 Aggregate of 13 sales 1,569,388 1,480,549 1,569,388 88,839 Fidelity Growth and Mutual Stock Fund Income Fund Aggregate of 18 purchases 3,567,200 3,567,200 3,567,200 Aggregate of 3 sales 2,223,767 1,548,261 2,223,767 675,506 Fort Wayne National Certificate of Deposit Bank Aggregate of 487 purchases 9,055,526 9,055,526 9,055,526 Aggregate of 149 sales 9,035,415 9,035,415 9,035,415
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