-----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, MIsT+1icDZ+iOz5VkSHz+uuXev17voCaiGCaw17heXY2hJ1G6nVbDO2ldcbUwgul fWHMofx/YA1XDSRWHO9dbA== 0000950172-99-000668.txt : 19990625 0000950172-99-000668.hdr.sgml : 19990625 ACCESSION NUMBER: 0000950172-99-000668 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981130 FILED AS OF DATE: 19990601 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: 99638510 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 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, 1998 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 1, 1999 BY: /s/ JOHN A. NEGOVETICH ------------------------------------------ Executive Vice President, Finance and Administration and Chief Financial Officer RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF TOKHEIM CORPORATION AND SUBSIDIARIES FINANCIAL STATEMENTS FOR THE YEARS ENDED NOVEMBER 30, 1998, 1997, AND 1996 Contents Report of Independent Accountants Financial Statements: Statement of Net Assets Available for Plan Benefits as of November 30, 1998 and 1997 Statement of Changes in Net Assets Available for Plan Benefits for the years ended November 30, 1998, 1997, and 1996 Notes to Financial Statements Supplemental Schedules: Item 27a - Schedule of Assets Held for Investment Purposes, as of November 30, 1998 Item 27d - Schedule of Reportable Transactions for the year ended November 30, 1998 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 plan benefits and related statement of changes in net assets available for plan benefits present fairly, in all material respects, the net assets available for plan benefits of the Retirement Savings Plan for Employees of Tokheim Corporation and Subsidiaries (the Plan) as of November 30, 1998 and 1997, and the changes in net assets available for plan benefits for each of the three years in the period ended November 30, 1998, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Plan Administrator; 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 generally accepted auditing standards, 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 the opinion expressed above. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules 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. PRICEWATERHOUSECOOPERS LLP Fort Wayne, Indiana April 30, 1999 Financial Statements Retirement Savings Plan for Employees of Tokheim Corporation and Subsidiaries Statement of Net Assets Available for Plan Benefits As of November 30, 1998 and 1997
ASSETS 1998 1997 ------------- ------------- Cash $ 232,714 $ 83,783 Contributions Receivable: Participants 255,796 42,204 Employer 238,325 203,550 --------------- ------------- 494,121 245,754 --------------- ------------- Investments, at fair value: Loans to participants 1,316,830 933,455 Tokheim Corporation Common Stock 1,603,008 3,648,587 Tokheim Corporation Convertible Preferred Stock 18,878,275 19,078,025 Marketable securities and other 16,891,376 12,244,128 --------------- ------------- 38,689,489 35,904,195 Guaranteed investment contracts, at contract value 6,811,310 7,538,604 --------------- ------------- Total investments 45,500,799 43,442,799 --------------- ------------- Total assets 46,227,634 43,772,336 --------------- ------------- LIABILITIES Note payable 6,986,983 9,429,469 --------------- ------------- Net assets available for plan benefits $ 39,240,651 $ 34,342,867 =============== =============
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, 1998, 1997, and 1996
1998 1997 1996 --------------- --------------- --------------- Additions: Participant contributions $ 2,946,286 $ 2,213,979 $ 2,190,804 Employer contributions 2,383,062 2,413,348 2,474,401 Interest income 599,079 653,619 615,583 Dividend income 1,662,723 1,693,812 1,700,090 Net appreciation in fair value of investments 745,992 3,935,307 1,729,576 Transfers from other plans 226,654 2,770 284,119 --------------- --------------- --------------- 8,563,796 10,912,835 8,994,573 --------------- --------------- --------------- Deductions: Withdrawals and termination distributions 3,155,462 3,262,713 2,197,068 Interest expense 510,550 710,005 1,051,693 --------------- --------------- --------------- 3,666,012 3,972,718 3,248,761 --------------- --------------- --------------- Net increase 4,897,784 6,940,117 5,745,812 Net assets available for plan benefits, beginning of year 34,342,867 27,402,750 21,656,938 --------------- --------------- --------------- Net assets available for plan benefits, end of year $ 39,240,651 $ 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 Notes to Financial Statements 1. Description of the Plan: The following description of the Plan provides only general information. Participants should refer to the plan agreement for a more complete description of the Plan's provisions. The Plan is a defined contribution plan covering certain full-time employees of the Company who work in the United States, are at least twenty-one years of age, and have 6 months of service with the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). a. Participant Contributions: Participants may elect to contribute up to 1% to 14% (in increments of 1%) of their salary to the Plan, as a before-tax contribution. Contributions are paid to the Plan as each payroll is processed and are allocated to each participant's before-tax or after-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 Plan provides a retirement contribution of 2% of salary to UAW Union participants in the Plan. 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. Preferred Employee Stock Ownership Plan (ESOP) shares are released as principal and interest payments are made on the note payable (described in Note 4). 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. Vesting: Participants are fully vested at all times and have a nonforfeitable 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 is the account that holds the shares allocated to participants as payments are made on the ESOP note payable. e. Forfeitures: Any employee who terminates employment with the Company prior to 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 allocated to all other participants' accounts, but do not reduce employer contributions to the Plan. At November 30, 1998 and 1997, forfeited nonvested accounts totaled $85,865 and $337,128, respectively. f. Investment Funds: The 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 the Company. 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 mutual funds that invest in a combination of common stocks, fixed income investments, and certificates of deposit. g. 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 their 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 quarterly 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. 2. Summary of Significant Accounting Policies: a. Basis of Accounting: The financial statements of the Plan are prepared under the accrual method of accounting. b. Investment Valuation and Income: Investments in mutual funds are stated at redemption value with the underlying securities 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 carried 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. 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 Plan Benefits, the net appreciation/depreciation in the fair value of investments, which consists of realized gains and losses and the unrealized appreciation/depreciation of investments. c. Administrative Expenses: Costs of administering the Plan are borne by the Company. d. 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 plan benefits at the date of the financial statements and the changes in net assets available for plan 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. e. Risks and Uncertainties and Investment Concentrations: The Plan provides for various investment options in any combination of stocks and mutual funds 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 participants' account balances and the amounts reported in the Statement of Net Assets Available for Plan Benefits. Approximately 45% of plan investments are concentrated in Tokheim Corporation Common and Preferred Stock. f. Payment of Benefits: Benefits are recorded when paid. 3. 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 1998, 80,307 shares were allocated to participants at a value of $2,007,675. In previous years, an aggregate of 677,686 shares were allocated to participants at a cumulative value of $16,942,150. At November 30, 1998, 202,007 shares remain encumbered. 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 value was determined to be $25 per share at November 30, 1998. 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 $25.20 per share in 1998, decreasing by $0.20 per share in 1999 to a redemption price of $25 per share in fiscal 2000. 4. Note Payable: The Trust for the Plan has entered into the following debt agreement to purchase company securities for investment by the participants: a. Note Payable to Purchase Preferred Stock: The Plan Trust borrowed $24,000,000 in 1989 at a variable interest rate payable through 2001. The outstanding principal balance at November 30, 1998 and 1997, was $6,986,983 and $9,428,469, respectively, at a LIBOR rate which approximated 7.5% at November 30, 1998 and 1997. Quarterly principal payments range from $640,000 to $760,000 through 2001 and are payable on the last day of each quarter. The Company has guaranteed the above borrowing. Aggregate scheduled maturities of the above note payable during the next three years equal $2,636,058, $2,844,972, and $1,505,953, respectively. 5. 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). 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. 6. 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 any of 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. 7. Investments: The following Plan investments exceed five percent of the net assets available for benefits at November 30:
1998 1997 -------------- -------------- Tokheim Corporation Common Stock $ 3,648,587 Tokheim Corporation Convertible Preferred Stock $ 18,878,275 19,078,025 Fidelity Growth and Income Fund 13,434,871 9,529,143 Fidelity Balanced Fund 2,932,363 2,170,437 Guaranteed Investment Contracts: Jackson Natural Life Group Pension: 7.10% due April 30, 2000 and 2001 3,344,219 3,122,520 Life of Virginia Insurance Company: 6.42% due April 30, 1999 2,141,481 1,986,733
The net appreciation (depreciation) in fair value of the Plan's investments for the years ended November 30, 1998, 1997, and 1996 is composed of the following items: 1998 1997 1996 Common stock $ (1,930,824) $ 1,940,145 $ 544,616 Mutual funds 2,676,816 1,995,162 1,185,060 ------------- ----------- ----------- 745,992 3,935,307 1,729,576 ============= =========== =========== 8. Reconciliations to Form 5500: As of November 30, 1998 and 1997, $246,502 and $364,562, 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: 1998 1997 -------------- -------------- Net assets available for plan benefits, as stated in financial statements $ 39,240,651 $ 19,078,025 Less: benefits payable 246,502 9,529,143 -------------- --------------- Net assets available for plan benefits per Form 5500 $ 38,994,149 $ 33,978,305 ============== ===============
1998 1997 1996 Benefits paid to participants, as stated in the financial statements $ 3,155,462 $ 3,262,713 $ 2,197,068 Add: Amounts allocated to withdrawing participants at November 30, 1998, 1997, and 1996 246,502 364,562 290,155 Less: Amounts allocated to withdrawing participants at November 30, 1997, 1996, and 1995 364,562 290,155 756,306 -------------- -------------- -------------- Benefits paid to participants, per Form 5500 $ 3,037,402 $ 3,337,120 $ 1,730,917 ============== ============== ==============
Notes to Financial Statements, Continued 9. Net Assets Available for Plan Benefits and Changes in Net Assets Available for Plan Benefits, by Fund: Net assets available for plan benefits at November 30, 1998:
Money The Fixed Equity Company Market Balanced The Common Preferred Fund Fund Stock Fund Fund Fund Stock ESOP Stock ESOP Total Cash $ 232,714 $ 232,714 Receivables: Contributions Participant 60,325 $ 113,443 $ 20,208 $ 8,024 $ 53,796 255,796 Employer $ 238,325 238,325 Investments 8,200,613 13,474,189 604,396 266,927 2,863,687 $1,018,640 19,072,347 45,500,799 Note payable (6,986,983) (6,986,983) ----------- ---------- --------- --------- --------- ---------- ----------- ----------- Net assets available for plan benefits $8,493,652 $13,587,632 $ 624,604 $ 274,951 $2,917,483 $1,018,640 $12,323,689 $39,240,651 =========== =========== ========= ========= ========== ========== =========== ===========
Changes in net assets available for plan benefits for the year ended November 30, 1998:
Money The Fixed Equity Company Market Balanced The Common Preferred Fund Fund Stock Fund Fund Fund Stock ESOP Stock ESOP Total Additions: Participant contri- butions $1,004,839 $1,359,411 $ 127,712 $ 64,594 $ 389,730 $2,946,286 Employer contributions $2,383,062 2,383,062 Interest income 572,280 4,671 360 19,829 1,038 $ 94 807 599,079 Dividend income 108,258 70,741 1,483,724 1,662,723 Net appreciation (depreciation) in fair value of investments 2,337,872 (697,232) 338,944 (1,233,592) 745,992 Transfers from other plan 90,797 79,007 13,562 13,621 29,667 226,654 ----------- ---------- --------- --------- --------- ----------- ----------- ----------- 1,667,916 3,889,219 (555,598) 98,044 830,120 (1,233,498) 3,867,593 8,563,796 Transfers between funds (904,529) 918,597 (38,275) (72,537) 120,922 (24,178) Deductions: Withdrawal and termination dis- tributions 985,689 836,425 79,206 60,447 226,758 81,183 885,754 3,155,462 Interest expense 510,550 510,550 ----------- ---------- --------- --------- --------- ---------- ----------- ----------- 985,689 836,425 79,206 60,447 226,758 81,183 1,396,304 3,666,012 ----------- ---------- --------- --------- --------- ---------- ----------- ----------- Net increase (decrease) (222,302) 3,971,391 (673,079) (34,940) 724,284 (1,338,859) 2,471,289 4,897,784 Net assets available for plan benefits, beginning 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 ----------- ---------- --------- --------- --------- ---------- ----------- ----------- Net assets available for plan benefits, end of year $8,493,652 $13,587,632 $ 624,604 $ 274,951 $2,917,483 $1,018,640 $12,323,689 $39,240,651 =========== =========== ========= ========= ========= ========== =========== ===========
Notes to Financial Statements, Continued 9. Net Assets Available for Plan Benefits and Changes in Net Assets Available for Plan Benefits, by Fund: 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 Total 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 Note 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 Total dditions: Participant contri- butions $ 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 plan 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 ter- mination distri- butions 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 increase (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
Notes to Financial Statements, Continued 9. Changes in Net Assets Available for Plan Benefits at November 30, 1996, by Fund:
Money The Fixed Equity Company Market Balanced The Common Preferred Fund Fund Stock Fund Fund Fund Stock ESOP Stock ESOP Total Additions: Participant contribu- tions $ 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 plan 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 ter- mination distri- butions 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 ========== =========== ========= ========= ========== ========= ========== ===========
Supplemental Schedules Retirement Savings Plan for Employees of Tokheim Corporation and Subsidiaries Item 27a - Schedule of Assets Held for Investment Purposes As of November 30, 1998 Shares or Principal Fair Description Amount Cost Value - -------------------------------------- ----------- ----------- ----------- FIXED FUND Life of Virginia Insurance Company Guaranteed Investment Contracts 6.42% due April 30, 1999 $ 2,141,481 $ 2,141,481 $ 2,141,481 Protective Life Insurance Company Guaranteed Investment Contracts 5.96% due July 31, 2001 1,325,610 1,325,610 1,325,610 Jackson Natural Life Group Pension Guaranteed Investment Contracts 7.10% due April 30, 2000 and 2001 3,344,219 3,344,219 3,344,219 National City Bank Temporary CD 12,663 12,663 12,663 Fund American Express Trust Collective Fund 1,268 58,193 59,810 ----------- ------------ Subtotal 6,882,166 6,883,783 ----------- ------------ EQUITY FUND Fidelity Growth and Income Fund 306,034 9,546,460 13,434,871 National City Bank Temporary CD Fund 39,318 39,318 39,318 ----------- ------------ Subtotal 9,585,778 13,474,189 ----------- ------------ LOAN FUND Loans to Participants, 8.0% to 9.9%, due January 3, 1999, through August 10, 2018 1,316,830 1,316,830 1,316,830 ----------- ------------ Retirement Savings Plan for Employees of Tokheim Corporation and Subsidiaries Item 27a - Schedule of Assets Held for Investment Purposes, Continued As of November 30, 1998 Shares or Principal Fair Description Amount Cost Value - -------------------------------------- ----------- ----------- ------------ COMPANY STOCK FUND Tokheim Corporation Common Stock 68,527 981,781 591,045 National City Bank Temporary CD Fund 13,351 13,351 13,351 ----------- ------------ Subtotal 995,132 604,396 ----------- ------------ MONEY MARKET FUND Federated Money Market Trust 248,416 248,416 248,416 National City Bank Temporary CD Fund 18,511 18,511 18,511 ----------- ------------ Subtotal 266,927 266,927 ----------- ------------ BALANCED FUND Fidelity Balanced Fund 178,136 2,507,030 2,832,363 National City Bank Temporary CD Fund 31,324 31,324 31,324 ----------- ------------ Subtotal 2,538,354 2,863,687 ----------- ------------ THE COMMON STOCK ESOP Tokheim Corporation Common Stock 116,708 2,003,544 1,006,607 National City Bank Temporary CD Fund 12,033 12,033 12,033 ----------- ------------ Subtotal 2,015,577 1,018,640 ----------- ------------ THE PREFERRED STOCK ESOP Tokheim Corporation Common Stock 621 5,639 5,356 Tokheim Corporation Convertible Preferred Stock 755,131 18,878,275 18,878,275 National City Bank Temporary CD Fund 188,716 188,716 188,716 ----------- ------------ Subtotal 19,072,630 19,072,347 ----------- ------------ Total investments $42,673,394 $45,500,799 =========== ============ Retirement Savings Plan for Employees of Tokheim Corporation and Subsidiaries Item 27d - Schedule of Reportable Transactions For the year ended November 30, 1998
Current Value of Asset on Description of Purchase Selling Cost of Transaction Net Identity of Party Involved Transactions Price Price Asset Date Gain - -------------------------- ----------------------- ---------- ---------- ---------- -------------- --------- Series of transactions in one security in excess of 5% of current value of plan assets. - ------------------------------------------------ Fidelity Growth and Income Fund Mutual Stock Fund Aggregate of 17 $1,741,597 $1,741,597 $ 1,741,597 purchases Aggregate of 2 sales $ 282,000 169,322 282,000 $ 112,678 National City Bank Certificate of Deposit Aggregate of 441 6,875,016 6,875,016 6,875,016 purchases Aggregate of 130 sales 6,709,764 6,709,764 6,709,764
EX-23 2 EXHIBIT 23.1 - CONSENT CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration statement on Form S-8 (No. 1-6018) of Tokheim Corporation of our report dated April 30, 1999 relating to the financial statements, which appears in this Form 11-K. Fort Wayne, Indiana May 28, 1999 -----END PRIVACY-ENHANCED MESSAGE-----