<PAGE>
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q

(Mark One)

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended February 28, 1999

Commission File Number 1-6018

TOKHEIM CORPORATION
(Exact name of Registrant as Specified in its Charter)

INDIANA                                            35-0712500
(State or Other Jurisdiction of                    (I.R.S. Employer
Incorporation or Organization)                     Identification No.)

10501 CORPORATE DRIVE, FORT WAYNE, IN              46845
(Address of principal executive offices)           (Zip Code)

(Registrant's telephone number including area code): (219) 470-4600

NOT APPLICABLE
(Former name, former address, and former fiscal year if changed since last
report)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

     Yes (X)        No

As of February 28, 1999, 12,668,879 shares of voting common stock were
outstanding.

The exhibit index is located on page 13.
<PAGE>
 
PART I.    FINANCIAL INFORMATION
 
Item 1.    Financial Statements


TOKHEIM CORPORATION AND SUBSIDIARIES
--------------------------------------------------------------------------------
Consolidated Condensed Statement of Earnings
(Amounts in thousands except amounts per share)
<TABLE>
<CAPTION>

                                                                        (UNAUDITED)
                                                                    Three Months Ended
                                                                February 28,   February 28,
                                                                    1999          1998
                                                                ------------   ------------

<S>                                                              <C>           <C>
NET SALES..................................................         $166,193      $90,852

Cost of sales, exclusive of items listed below.............          133,297       67,074
Selling, general, and administrative expenses..............           25,767       16,257
Depreciation and amortization..............................            6,892        2,500
Merger and acquisition costs and other unusual items.......            1,123        5,987
                                                               -------------   ----------
Operating Loss.............................................             (886)        (966)
                                                               -------------   ----------

Interest expense, net......................................           12,307        4,011
Foreign currency loss......................................            1,438           35
Minority Interest..........................................               94           73
Other (income), net........................................             (154)         221
                                                               -------------   ----------

Loss before income taxes...................................          (14,571)      (5,306)
Income taxes...............................................             (393)         300
                                                               -------------   ----------

Loss before extraordinary item.............................          (14,178)      (5,606)
Extraordinary loss on debt extinguishment..................           (6,249)
                                                               -------------   ----------

NET LOSS...................................................         $(20,427)     $(5,606)
                                                               =============   ==========

Preferred stock dividends..................................             (374)        (374)

   Loss applicable to common stock.........................         $(20,801)     $(5,980)

Loss per common share:
  Basic:
   Before extraordinary loss...............................         $  (1.15)     $ (0.72)
   Extraordinary loss on debt extinguishment...............            (0.49)          --
                                                               -------------   ----------
   Net Loss................................................         $  (1.64)     $ (0.72)
                                                               =============   ==========
   Weighted average shares outstanding.....................           12,662        8,250

  Diluted:
   Before extraordinary loss...............................         $  (1.15)     $ (0.72)
   Extraordinary loss on debt extinguishment...............            (0.49)          --
                                                               -------------   ----------
   Net loss................................................         $  (1.64)     $ (0.72)
                                                               =============   ==========
   Weighted average shares outstanding.....................           12,662        8,250

</TABLE>

                                       2
<PAGE>
 
TOKHEIM CORPORATION AND SUBSIDIARIES
--------------------------------------------------------------------------------
 
Consolidated Condensed Balance Sheet
(In thousands)
<TABLE> 
<CAPTION> 

                                                                       (UNAUDITED)
                                                                February 28,   November 30,
                                                                     1999         1998
                                                                ------------   -----------
<S>                                                             <C>            <C>
ASSETS
Current assets:
Cash and cash equivalents .................................      $    34,720    $  26,801
Accounts receivables, net .................................          146,946      172,693
Inventories:
   Raw materials and supplies .............................           67,062       70,545
   Work in process ........................................           22,557       27,418
   Finished goods .........................................           22,816       25,070
                                                                 -----------    ---------
                                                                     112,435      123,033
 
Other current assets ......................................           21,132       19,139
                                                                 -----------    ---------
Total current assets ......................................          315,233      341,666
 
 
Property, plant, and equipment, net .......................           75,874       77,905
Other tangible assets .....................................            3,746        4,873
Goodwill, net .............................................          300,489      324,113
Other non-current assets and deferred charges, net ........           29,564       28,085
                                                                 -----------    ---------
Total assets ..............................................      $   724,906    $ 776,642
                                                                 ===========    =========
 
 
LIABILITIES AND SHAREHOLDERS EQUITY
Current maturities of long-term debt ......................      $     1,911    $   2,110
Notes payable to banks ....................................              383          410
Cash overdrafts ...........................................           15,012       15,064
Accounts payable ..........................................           74,908       95,322
Accrued expenses ..........................................          134,151      136,164
                                                                  ----------    ---------
Total current liabilities .................................          226,365      249,070
 
Notes payable, bank credit agreement ......................          185,146      182,145
Senior notes ..............................................                        22,500
Senior subordinated notes .................................          205,690      170,000
Junior subordinated Payment In Kind note ..................           41,200       40,000
Other long-term debt, less current maturities .............            3,570        4,115
Guaranteed Employees' Stock Ownership Plan obligation .....            6,347        6,987
Post-retirement benefit liability .........................           14,799       14,418
Minimum pension liability .................................            3,135        3,135
Other long-term liabilities ...............................            7,141        7,511
                                                                  ----------    --------- 
                                                                     693,393      699,881
                                                                  ----------    ---------
 
Redeemable convertible preferred stock ....................           24,000       24,000
Guaranteed Employees' Stock Ownership Plan obligation .....           (6,347)      (6,987)
Treasury stock, at cost ...................................           (4,712)      (4,883)
                                                                  ----------    ---------
                                                                      12,941       12,130
                                                                  ----------    ---------
 
Common stock ..............................................           90,354       90,354
Common stock warrants .....................................           20,000       20,000
</TABLE> 
                                       3
<PAGE>
 
<TABLE> 
<S>                                                               <C>           <C> 
Minimum pension liability ................................            (3,135)      (3,135)
Foreign currency translation adjustments .................           (47,855)     (22,598)
Accumulated deficit ......................................           (40,096)     (19,295)
                                                                  ----------    ---------
                                                                      19,104       65,326
Less treasury stock, at cost .............................              (695)        (695)
                                                                  ----------    ---------
                                                                      18,572       64,631
                                                                  ----------    ---------
Total liabilities and shareholders' equity ...............        $  724,906    $ 776,642
                                                                  ==========    =========
</TABLE> 
                                       4
<PAGE>
 
TOKHEIM CORPORATION AND SUBSIDIARIES
============================================================== =================
 
<TABLE>
<CAPTION>
Consolidated Condensed Statement of Cash Flows
(In thousands)                                                            (UNAUDITED)
                                                                  February 28,     February 28,
                                                                      1999             1998
                                                                  ------------     ------------
<S>                                                               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss..........................................................  $ (20,427)       $ (5,606)
Adjustments to reconcile net loss to cash used in operations;
   Write-off of in process research and development...............                      5,879
   Payment In Kind interest.......................................      1,200              --
   Extraordinary loss on debt extinguishment......................      6,249              --
   Depreciation and amortization..................................      6,892           2,500
   Gain on sale of equipment......................................        (18)             --
   Deferred income taxes..........................................       (135)           (183)
  Changes in assets and liabilities:
   Accounts receivables, net......................................     20,529          11,281
   Inventories....................................................      4,247          (4,192)
   Other current assets...........................................     (2,774)           (451)
   Accounts payable...............................................    (17,921)         (6,707)
   Accrued expenses...............................................      1,222          (8,340)
   Other..........................................................       (372)            478
                                                                    ---------        --------

Net cash used in operations.......................................     (1,308)         (5,341)
                                                                    ---------        --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition, net of cash acquired.................................                    (10,641)
Plant and equipment additions.....................................     (4,996)         (1,885)
                                                                    ---------        --------

Net cash used in investing........................................     (4,996)        (12,526)
                                                                    ---------        --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Redemption of senior notes........................................    (22,500)             --
Proceeds from  senior subordinated notes..........................    209,647              --
Redemption of senior subordinated notes...........................   (170,000)             --
Decrease in other debt............................................       (438)           (122)
Increase notes payable, banks.....................................      3,001          20,644
Increase (decrease) in cash overdraft.............................        463            (504)
Debt issuance costs...............................................     (6,084)             --
Proceeds from issuance of common stock............................         --             158
Premiums paid on debt redemption..................................       (555)             --
Treasury stock, net...............................................        170               4
Preferred stock dividends.........................................       (374)           (374)
                                                                    ---------        --------

Net cash provided from financing activities.......................     13,330          19,806
                                                                    ---------        --------

EFFECT OF TRANSLATION ADJUSTMENT ON CASH..........................        893            (250)

CASH AND CASH EQUIVALENTS:
Increase  in cash.................................................      7,919           1,689
Beginning of year.................................................     26,801           6,438
                                                                    ---------        --------
End of period.....................................................  $  34,720        $  8,127
                                                                    =========        ========
</TABLE>

                                       5
<PAGE>
 
Notes to the Consolidated Financial Statements

The interim financial statements are unaudited and reflect all adjustments
(consisting solely of normal recurring adjustments) that, in the opinion of
management, are necessary for a fair statement of the interim periods presented.
This report includes information in a condensed format and should be read in
conjunction with the audited consolidated financial statements included in
Tokheim Corporation's (the "Company") Annual Report to Shareholders for the year
ended November 30, 1998. The results of operations for the three months ended
February 28, 1999 are not necessarily indicative of the results to be expected
for the full year or any other interim period.

Amounts for interim periods are unaudited. Amounts for the year ended November
30, 1998 were derived from audited financial statements included in the 1998
Annual Report to Shareholders.

Certain prior period amounts in these financial statements have been
reclassified to conform with current year presentation.

New Accounting Pronouncements
-----------------------------

SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information," and SFAS No. 132, "Employers' Disclosures about Pensions and
Other Postretirement Benefits," are effective for the year ending November 30,
1999. In the opinion of management, these statements will not have a material
impact on the Company's financial position, results of operations, or cash flows
since they are "disclosure only" standards. The Company is currently
evaluating the impact that SFAS No. 131 will have on its current segment
groupings. SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities" was issued in June 1998 and is effective for the year ending
November 30, 2000. SFAS No. 133 establishes a new model for accounting for
derivatives in the balance sheet as either assets or liabilities and measures
them at fair value. Certain disclosures concerning the designation and
assessment of hedging relationships are also required. Management has not yet
determined the impact of this statement on the Company's consolidated financial
statements.

The Company will adopt SFAS No. 130, "Reporting Comprehensive Income," for the
year ending November 30, 1999 by including a separate statement of comprehensive
income as part of the consolidated financial statements. Total comprehensive
loss for the three months ended February 28, 1999 and 1998 was $45.7 million and
$7.9 million, respectively. The other components of comprehensive loss in
addition to net loss for these three month periods consist of foreign currency
translation adjustments and minimum pension liability.

Senior Subordinated Notes
-------------------------

On January 29, 1999, the Company issued $123.0 million aggregate principal
amount of its 11.375% Senior Subordinated Notes due 2008 (the "Dollar Notes")
and Euro 75.0 million ($87.0 million equivalent) aggregate principal amount of
its 11.375% Senior Subordinated Notes due 2008 (the "Euro Notes," and together
with the Dollar Notes, the "Notes") in a private placement pursuant to Rule 144A
and Regulation S (the "Offering"). The Notes will mature on August 1, 2008, and
interest is payable semi-annually on February 1 and August 1 of each year,
commencing August 1, 1999. The Company used the net proceeds from the Offering
to redeem in whole, the $170.0 million in 12.0% senior subordinated notes due
January 29, 1999 (the "Senior Subordinated Notes") and the $22.5 million of
senior notes due 2005 (the "Senior Notes"). In addition, the Company used
approximately $9.1 million of the net proceeds to reduce borrowings under the
revolving credit facility under the Company's new bank credit agreement (the
"New Credit Agreement") and to permanently reduce the bank working capital
commitment from $120.0 million to $110.0 million.

                                       6
<PAGE>
 
During the first quarter of 1999, the Company incurred an extraordinary loss on
debt extinguishment of approximately $6.2 million in connection with the
refinancing of the Senior Notes and the Senior Subordinated Seller Notes. This
amount consists of $0.5 million of premiums paid on the redemption of the Senior
Notes and approximately $5.7 million of unamortized deferred issuance costs that
were written off.

Each of the Dollar Notes and the Euro Notes will be redeemable, at the Company's
option, in whole at any time, or in part from time to time, on and after
February 1, 2004, upon not less than 30 nor more than 60 days' notice, at the
following redemption prices (expressed as percentages of the principal amount
thereof) if redeemed during the twelve-month period commencing on February 1 of
the year set forth below, plus, in each case, accrued and unpaid interest
thereon, if any, to the date of redemption:


<TABLE>
<CAPTION>
                          Year                      Percentage
                          <S>                        <C>
               2004                  ..........       105.688%
               2005                  ..........       103.792%
               2006                  ..........       101.896%
               2007 and thereafter   ..........       100.000%
</TABLE>


Optional Redemption upon Public Equity Offerings
------------------------------------------------

At any time, or from time to time, on or prior to February 1, 2002, the Company
may, at its option, use the net cash proceeds of one or more public equity
offerings to redeem up to 35% of the original principal amount of the Dollar
Notes issued in the Offering and up to 35% of the original principal amount of
the Euro Notes issued in the Offering, each at a redemption price equal to
111.375% of the principal amount thereof plus accrued and unpaid interest
thereon, if any, to the date of redemption; provided that at least 55% of the
original principal amount of the Dollar Notes issued in the Offering or the Euro
Notes issued in the Offering, as the case may be, remains outstanding
immediately after any such redemption and the Company shall make such redemption
not more than 120 days after the consummation of any such public equity
offering.

The Notes are unsecured and subordinated to all of the Company's existing and
future senior debt, including its obligations under the New Credit Agreement.
All of the Company's current and future U.S. subsidiaries will guarantee the
Notes with guarantees that will be unsecured and subordinated to senior debt of
subsidiaries. The indentures under which the Notes were issued contain covenants
limiting the Company's ability to, among other things, incur additional debt;
pay dividends on capital stock, repurchase capital stock or make certain other
restricted payments; make certain investments; create liens on its assets to
secure debt; enter into transactions with affiliates; merge or consolidate with
another company; and transfer and sell assets.

The Company and the subsidiary guarantors have entered into a Registration
Rights Agreement pertaining to the Dollar Notes and another Registration Rights
Agreement pertaining to the Euro Notes (together, the "Registration Rights
Agreements"). Per the Registration Rights Agreements the Company will, at its
own cost, (i) within 90 days after the issue date of the Notes, file a
registration statement on the appropriate registration form (the "Exchange
Offer Registration Statement") with the Securities and Exchange Commission (the
"Commission") with respect to an exchange offer (the "Exchange Offer") to
exchange the Euro Notes and Dollar Notes for new notes (the "Exchange Notes")
which will have terms substantially identical in all material respects to the
Dollar Notes or the Euro Notes, as the case may be, except that the Exchange
Notes will not contain terms with respect to transfer restrictions or liquidated
damages, (ii) use its best efforts to cause the Exchange Offer Registration
Statement to be declared effective under the Securities Act within 150 days
after the issue date of the Notes and (iii) use its best efforts to consummate
the Exchange Offer within 195 days after the issue date of the Notes. Upon the
Exchange Offer Registration Statement being declared effective, the Company will
offer the Exchange Notes in exchange for surrender of the Euro Notes and the
Dollar Notes.

                                       7
<PAGE>
Although the Company intends to file the registration statement described above,
there can be no assurance that such registration statement will be filed, or, if
filed, that it will become effective. If the Company fails to comply with the
above provisions or if such registration statement fails to become effective,
then, as liquidated damages, additional interest (the "Additional Interest")
shall become payable with respect to the Euro Notes or the Dollar Notes, as
applicable, at an increasing rate of 0.5% for every ninety days that the Company
fails to register such notes.

                                       8
<PAGE>
 
Item 2.  Managements Discussion and Analysis of Financial Condition and Results
         of Operations

General

Tokheim Corporation, including its subsidiaries ("Tokheim" or the "Company"), is
the world's largest manufacturer and servicer of electronic and mechanical
petroleum dispensing systems. These systems include petroleum dispensers and
pumps, retail automation systems (including point-of-sale ("POS") systems),
dispenser payment or "pay-at-the-pump" terminals, replacement parts and upgrade
kits. The Company provides products and services to customers in more than 80
countries. The Company is the largest supplier of petroleum dispensing systems
in Europe, Africa, Canada and Mexico, and one of the largest in the United
States. The Company also has established operations in Asia and Latin America.

On January 29, 1999, the Company redeemed the $170.0 million in 12.0% senior
subordinated notes due January 29, 1999 (the "Senior Subordinated Seller Notes")
and the $22.5 million of senior notes due 2005 (the "Senior Notes") with the
proceeds from the issuance of $123.0 million aggregate principal amount of its
11.375% Senior Subordinated Notes due 2008 (the "Dollar Notes") and (Euro) 75.0
million aggregate principal amount (approximately $87.0 million) of its 11.375%
Senior Subordinated Notes due 2008 (the "Euro Notes," and together with the
Dollar Notes, the "Notes") in a private placement pursuant to Rule 144A and
Regulation S (the "Offering"). The Senior Subordinated Seller Notes were
redeemed at an aggregate price of $176.7 million, representing principal of
$170.0 million and accrued and unpaid interest thereon of $6.7 million. The
Senior Notes were redeemed at an aggregate price of $23.2 million, representing
principal of $22.5 million, accrued and unpaid interest hereon of $0.2 million
and an applicable call premium of $0.5 million.

Results of Operations

Consolidated sales for the three month period ended February 28, 1999 were
$166.2 million compared to $90.9 million for the 1998 three month period. Sales
for North America, excluding export sales, have increased 38.0% for the three
month period from $36.1 million in 1998 to $49.9 million in 1999. International
sales, including domestic export sales, have increased 112.6% for the three
month period from $54.7 million in 1998 to $116.3 million in 1999. These
increases in sales from the prior year are primarily attributable to the
acquisition of the RPS Division, offset by decreased sales to major oil
companies ("MOC's") due to their merger activity and the low barrel price of
crude oil which has resulted in a delay of capital spending. Those factors,
however, were ameliorated by the purchasing momentum of the jobber and mini-
major market segments, the growing importance of the hypermarket segments,
demand in commercial and consumer products lines, and increased service
revenues.

Gross margins as a percent of sales (defined as net sales less cost of sales
divided by net sales) decreased from 26.3% in the three month period ended
February 28, 1998 to 19.8% in the 1999 three month period. This decline was
primarily driven by historically lower margins recognized in the RPS Division.
In addition, the first quarter sales mix is composed of a larger portion of
service contracts, which provide lower margins than dispenser sales.
Furthermore, the first three months of the Company's business cycle are
generally lower sales volume months creating less opportunity to recover
manufacturing fixed cost to the extent of other quarters.

Selling, general, and administrative expenses as a percent of sales for the
three month period ended February 28, 1999 were 15.5% compared to 17.9% for the
1998 three month period. This decline is primarily due to the inclusion of the
RPS Division, elimination of redundant staffing positions and the closure of the
RPS Division headquarters in Montrouge, France. All remaining Montrouge
personnel and job functions were consolidated at the Company's existing European
headquarters in Trembley, France.

Net interest expense for the three month period ended February 28, 1999 was
$12.3 million compared to $4.0 million in the comparable 1998 period. This
increase is due to increased debt levels associated with the September 1998
acquisition and financing of the RPS Division.

Depreciation and amortization expense for the three month period ended February
28, 1999 was $6.9 million compared to $2.5 million in the comparable 1998
period. The majority of the increase between periods is associated with the
inclusion of the newly acquired RPS Division and increased amortization expense
related to intangible assets recorded in connection with the acquisition of the
RPS Division.

                                       9
<PAGE>
 
Merger and acquisition costs and other unusual items for the three month period
ended February 28, 1999 of $1.1 million, relates to closure expenses and
severance payments incurred in connection with the closing and consolidation of
certain pre-acquisition Tokheim facilities.

Foreign currency loss for the three month period ended February 28, 1999 was
$1.4 million compared to loss of less than $0.1 million in the comparable 1998
period. The increase in the loss is driven by short term receivables and
payables being revalued at the currency rate of exchange in effect at February
28, 1999.

Other income, net for the first quarter of 1999 was $0.2 million compared to net
expense of $0.2 million for the comparable 1998 period. This difference is
attributable to various income and expense items, which are individually
insignificant.

Income taxes for the three month period ended February 28, 1999 were a benefit
of $0.4 million compared to an expense of $0.5 million in the comparable 1998
period. This change is due to earnings in subsidiaries where net operating loss
carryforwards are available to offset book pretax earnings, and tax benefits
being recorded in subsidiaries with first quarter losses who will recover these
benefits in future 1999 quarters.

During the first quarter of 1999, the Company incurred an extraordinary loss on
debt extinguishment of approximately $6.2 million in connection with the
refinancing of the Senior Notes and the Senior Subordinated Seller Notes. This
amount consists of $0.5 million of premiums paid on the redemption of the Senior
Notes and approximately $5.7 million of unamortized deferred issuance costs that
were written off.

As a result of the above mentioned items, loss before extraordinary item was
$14.2 million or $1.15 per diluted common share for the three months ended
February 28, 1999 compared to a loss of $5.6 million or $0.72 per diluted common
share for the same period in 1998. Loss from extraordinary loss on debt
extinguishment was $6.2 million or $0.49 per diluted common share for the three
months ended February 28, 1999. Net loss for the three months ended February 28,
1999 was $1.64 per diluted common share compared to a net loss of $0.72 per
diluted common share for the comparable 1998 period.

Liquidity and Capital Resources

Cash used in operations for the three month period ended February 28, 1999 was
$1.3 million versus $5.3 million in the comparable period of 1998. During the
first quarter of 1999, the Company was able to collect receivables and reduce
inventory levels by a combined amount of $24.8 million. This cash inflow was
used to reduce the outstanding payables by approximately $17.9 million. These
working capital sources and uses are primarily related to the seasonallity of
the business.

Cash used in investing activities for the three month period ended February 28,
1999 was $5.0 million compared to a cash usage of $12.5 million in the
comparable 1998 period. The cash usage in the 1998 period is attributable to the
acquisition of Management Solutions, Inc. ("MSI").

Cash provided from financing activities for the three month period ended
February 28, 1999 was $13.3 million compared to cash provided in the comparable
1998 period of $19.8 million. The cash provided in 1998 is largely attributable
to an increase in notes payable to banks of $20.6 million used primarily to
finance the acquisition of MSI and for short term working capital needs. The
most significant item in the 1999 period was the issuance of the Dollar Notes
and the Euro Notes in the Offering, the proceeds of which were used to refinance
the Senior Subordinated Seller Notes and the Senior Notes which were originally
issued in connection with the acquisition of the RPS Division and to refinance
certain other debt of the Company at the date of the acquisition.

On January 29, 1999, the Company issued $123.0 million aggregate principal
amount of Dollar Notes and Euro 75.0 million ($87.0 million equivalent)
aggregate principal amount of Euro Notes in the Offering. The Notes will mature
on August 1, 2008, and interest is payable semi-annually on February 1 and
August 1 of each year, commencing August 1, 1999.

Net proceeds from the issuance of the Notes were used to redeem the Senior
Subordinated Seller Notes and the Senior Notes. The Senior Subordinated Seller
Notes were redeemed at an aggregate price of $176.7 million, representing
principal of $170.0 million and accrued and unpaid interest thereon of $6.7
million. The Senior Notes were redeemed at an aggregate price of $23.2 million,

                                      10
<PAGE>
 
representing principal of $22.5 million, accrued and unpaid interest hereon of
$0.2 million and an applicable call premium of $0.5 million. In addition, the
Company used approximately $9.1 million of the net proceeds to reduce borrowings
under the revolving credit facility under the New Credit Agreement and to
permanently reduce the bank working capital commitment from $120.0 million to
$110.0 million.

During the first quarter of 1999, the Company incurred an extraordinary loss on
debt extinguishment of approximately $6.2 million in connection with the
refinancing of the Senior Notes and the Senior Subordinated Seller Notes with
proceeds received from the Offering. This amount consists of $0.5 million of
premiums paid on the redemption of the Senior Notes and approximately $5.7
million of unamortized deferred issuance costs that were written off.

As part of the purchase price of the RPS Division, the Company has provided
$20.3 million for certain costs it expects to incur to close down redundant
operations in connection with the reorganization and rationalization of the RPS
Division's operations. As of February 28, 1999 the Company has incurred and
charged approximately $2.2 million against this accrual for projects initiated
since the acquisition date, leaving a remaining balance of $18.1 million. The
Company expects to incur approximately $5.0 million of expenditures during the
second quarter of 1999 representing severance and closure costs related to the
Bonham, Texas, Tulla, Ireland and Belgium facilities. In addition, at November
30, 1998 the Company set up a restructuring reserve related to the closure of
its Glenrothes, Scotland facility in the amount of $5.1 million. During the
first quarter of 1999 the Company charged approximately $3.0 million against the
reserve. These charges relate to severance costs, facility closure expenses and
write down in value of impaired assets. The Company expects the closure of this
facility to be completed during the second quarter of 1999.

The Company has guaranteed loans to the Employees' Stock Ownership Plan ("ESOP")
in the amounts of $6.4 million and $7.0 million at February 28, 1999 and
November 30, 1998, respectively. The Trustee who holds the ESOP Preferred Stock,
may elect to convert each preferred share to one common share in the event of a
redemption by Tokheim, certain consolidations or mergers of Tokheim, or a
redemption by the Trustee that is necessary to provide for distributions under
the Company's Retirement Savings Plan. A participant may elect to receive a
distribution from the plan in cash or common stock. If redeemed by the Trustee,
the Company is responsible for purchasing the preferred stock at the twenty-five
dollar floor value. The Company may elect to pay the redemption price in cash or
an equivalent amount of common stock. Preferred stock dividends paid were $0.4
million for the three month periods ended February 28, 1999 and 1998,
respectively.

In December 1997, the Company initiated its Year 2000 plan, including the
organization and staffing of a full-time Year 2000 program office. The Company
has organized the process into the following sections: product certification
(ensuring all products sold by the Company are Year 2000 ready); internal
information systems (ensuring all internal hardware and software is Year 2000
ready through upgrades or replacement); suppliers, distributors and external
agents (ensuring all suppliers, distributors and external agents used by the
Company to purchase or sell goods and services are Year 2000 ready); and
manufacturing and infrastructure (ensuring manufacturing and infrastructure
systems are Year 2000 ready).

As of February 28, 1999 most of the Company's products worldwide have been
tested for Year 2000 readiness. A substantial majority of the Company's total
product lines are Year 2000 ready, and the Company believes that the remaining
products will be Year 2000 ready by December 1999. The Company's products
presently being sold are Year 2000 ready. The Company is currently assessing
which products in the field are not Year 2000 ready and its responsibility to
the customers, if any, to remedy non-compliant products. This assessment is
being done for all products sold by each entity with the assessment efforts
focused on the recently acquired RPS Division locations. There is a possibility
that certain third-party networks over which the POS systems must operate may
not be Year 2000 ready, but the Company's products will still allow the pumping
of petroleum products. The Company has surveyed its critical suppliers, and
about half of the respondents have indicated that they are Year 2000 ready. The
other half of those responding have indicated that they are still working to
achieve Year 2000 readiness, but none has indicated that it expects not to be
ready. The Company believes that all of its information systems will be Year
2000 ready no later than the third quarter of 1999. To date, the Company has not
uncovered any material Year 2000 problems. The total costs associated with
required modifications to become Year 2000 ready are not expected to be material
to the Company's financial position, results of operations or cash flows. The
Company

                                      11
<PAGE>
 
estimates that it will spend a total of approximately $3.7 million by December
31, 1999, of which approximately $1.3 million had been spent by February 28,
1999, to become Year 2000 ready. The Company has enlisted the assistance of a
third-party consulting company to provide independent verification and
validation of its entire Year 2000 plan.

The failure to correct a material Year 2000 problem could result in an
interruption in, or a failure of, certain normal business activities or
operations. Such failures could materially and adversely affect the Company's
results of operation, liquidity, and financial condition. The Company believes
that the most likely failure scenario is that its POS systems that have not been
corrected may fail, but the Company's dispensers will still allow the pumping of
petroleum products. Under such a scenario, purchasers of petroleum products
would still be able to use the dispensers but would be required to pay for their
purchases at the cashier rather than at the pump.

Due to the general uncertainty inherent in the Year 2000 problem, resulting in
part from the uncertainty of the Year 2000 readiness of third-party suppliers,
customers, and devices that interface with the Company's products, the Company
is unable to determine at this time whether the consequences of Year 2000
failures will have a material impact on the Company's results of operations,
liquidity, or financial condition. The Year 2000 plan is expected to
significantly reduce the Company's level of uncertainty about the Year 2000
problem and, in particular, about the Year 2000 readiness of its material
external agents. The Company believes that with the implementation of new
business systems and completion of the Year 2000 plan as scheduled, the
possibility of significant interruptions of normal operations should be reduced.
However, contingency planning for all sections discussed above commenced in the
fourth quarter of 1998, and the Company is currently focusing on assessing the
potential Year 2000 problems that may arise and the risks of not becoming Year
2000 ready for each section mentioned. The Company expects to have a contingency
plan in place by the end of the second quarter of 1999.

The Company's principal sources of liquidity in the future are expected to be
cash flow from operations, including cash flow anticipated to be generated from
the RPS Division, and available borrowings under the New Credit Agreement. It is
expected that the Company's principal uses of liquidity will be to provide
working capital, finance capital expenditures, fund costs associated with the
Company's integration and rationalization plan and meet debt service
requirements. As a result of the acquisition of the RPS Division, the Company
has a significant level of debt. Based upon current levels of operations and
anticipated cost savings and future growth, the Company believes that its
expected cash flows from operations, together with available borrowings under
the New Credit Agreement and its other sources of liquidity, including leases,
will be adequate to meet its anticipated requirements for working capital,
capital expenditures, lease payments and scheduled principal and interest
payments. There can be no assurance, however, that the Company's business will
continue to generate cash flows at or above current levels, that estimated cost
savings or growth will be achieved or that the Company will be able to refinance
its existing indebtedness in whole or in part.

The indentures under which the Dollar Notes and the Euro Notes were issued (the
"Indentures") and the New Credit Agreement contain a number of significant
covenants. The New Credit Agreement requires the Company to maintain specified
financial ratios and satisfy certain financial tests. The Company's ability to
meet such financial ratios and tests may be affected by events beyond its
control. There can be no assurance that the Company will meet such financial
ratios and tests. In addition, the Indentures limit the ability of the Company
and its subsidiaries to, among other things: incur additional debt; pay
dividends on capital stock or repurchase capital stock or make certain other
restricted payments; use the proceeds of certain asset sales; make certain
investments; create liens on assets to secure debt; enter into transactions with
affiliates; merge or consolidate with another company; and transfer and sell
assets.

New Accounting Pronouncements
-----------------------------

The Company has considered the impact that accounting pronouncements recently
issued by the Financial Accounting Standards Board and American Institute of
Certified Public Accountants will have on the Consolidated Financial Statements
as of February 28, 1999. None of the pronouncements that have been issued but
not yet adopted by the Company are expected to have a material impact on the
Company's financial position, results of operations or cash flows. See the Notes
to the Consolidated Financial Statements for additional information regarding
recently issued accounting pronouncements.

                                      12
<PAGE>
 
PART II.  OTHER INFORMATION

Item 5.   Other Information

Shareholder proposals intended to be presented at the year 2000 Annual Meeting
of Shareholders pursuant to Rule 14a-8 under the Exchange Act must be received
by the Company at the Company's principal executive offices by December 1, 1999.
In order for shareholder proposals made outside of Rule 14a-8 under the Exchange
Act to be considered "timely" within the meaning of Rule 14a-4(c) under the
Exchange Act, such proposals must be received by the Company at the Company's
principal executive offices by January 28, 2000. To be considered for
presentation at the Annual Meeting, although not included in the proxy
statement, proposals must be received not less than 50 days nor more than 90
days prior to the 2000 Annual Meeting. All shareholder proposals should be
marked for the attention of Secretary, Tokheim Corporation, P.O. Box 360, Fort
Wayne, IN 46801.

Item 6.  Exhibits and Reports on Form 8-K

a.    Exhibits

<TABLE>
<CAPTION>
Exhibit
  No.     Document
-------   --------
<C>       <S>
2.1       Stock Purchase Agreement, dated as of December 29, 1997 between Tokheim Corporation and Arthur S. ("Rusty")
          Elston, Ronald H. Elston, Eric E. Burwell and Curt E. Burwell (incorporated herein by reference to the Registrant's
          Current Report on Form 8-K, dated December 31, 1997).
2.2       Master Agreement for Purchase and Sale of Shares, Assets, and Liabilities, dated as of June 19, 1998, between
          Tokheim Corporation and Schlumberger Limited (incorporated herein by reference to the Registrant's Current
          Report on Form 8-K/A dated October 1, 1998).
2.3       Amendment No. 1 to the Master Agreement for Purchase and Sale of Shares, Assets and Liabilities, dated as of
          September 30, 1998 between Tokheim Corporation and Schlumberger Limited (incorporated herein by reference to
          the Registrant's Current Report on Form 8-K/A dated October 1, 1998).
3.1       Restated Articles of Incorporation of Tokheim Corporation, as amended, as filed with the Indiana Secretary of State
          on February 5, 1997 (incorporated herein by reference to the Registrant's Annual Report on Form 10-K/A for the
          year ended November 30, 1996).
3.2       Bylaws of Tokheim Corporation, as restated on July 12, 1995 and amended March 2, 1998 (incorporated herein by
          reference to the Registrant's Quarterly Report on Form 10-Q for the period ended May 31, 1998).
4.1       Rights Agreement, dated as of January 22, 1997, between Tokheim Corporation and Harris Trust and Savings Bank,
          as Rights Agent (incorporated herein by reference to the Registrant's Current Report on Form 8-K, filed February
          23, 1997).
4.2       Amendment No. 1 to Rights Agreement, dated as of September 30, 1998, between Tokheim Corporation and Harris
          Trust and Savings Bank (incorporated herein by reference to the Registrant's Current Report on Form 8-K/A dated
          October 1, 1998).
4.3       Indenture, dated as of August 23, 1996, between Tokheim Corporation and Harris Trust and Savings Bank, as
          Trustee (incorporated herein by reference to the Registrant's Current Report on Form 8-K, filed September 23,
          1996).
4.4       Credit Agreement, dated as of September 3, 1996, among Tokheim Corporation, certain subsidiaries of Tokheim
          Corporation, certain banks and NBD Bank, N.A. (incorporated herein by reference to the Registrant's Current
          Report on Form 8-K, filed September 6, 1996).
4.5       Amendment No. 1 to Credit Agreement, dated as of May 15, 1997 (incorporated herein by reference to the
          Registrant's Annual Report on Form 10-K, for the year ended November 30, 1997, filed February 13, 1997).
</TABLE> 

                                      13
<PAGE>
<TABLE>
<CAPTION>

<C>       <S>
4.6       Amendment No. 2 to Credit Agreement, dated as of June 30, 1997 (incorporated herein by reference to the
          Registrant's Annual Report on Form 10-K, for the year ended November 30, 1997, filed February 13, 1997).

4.7       Amendment No. 3 to Credit Agreement, dated as of September 25, 1997 (incorporated herein by reference to the
          Registrant's Annual Report on Form 10-K, for the year ended November 30, 1997, filed February 13, 1997).

4.8       Amendment No. 4 to Credit Agreement, dated as of December 29, 1997 (incorporated herein by reference to the
          Registrant's Annual Report on Form 10-K, for the year ended November 30, 1997, filed February 13, 1997).

4.9       Amendment No. 5 to Credit Agreement, dated as of March 20, 1998 (incorporated herein by reference to the
          Registrant's Quarterly Report on Form 10-Q for the period ended February 28, 1998).

4.10      Securities Purchase Agreement, dated September 30, 1998, between Tokheim Corporation and Schlumberger
          Limited (incorporated herein by reference to the Registrant's Current Report on Form 8-K/A dated October 1,
          1998).

4.11      12% Senior Subordinated Note due January 28, 1999 in the amount of $170,000,000 (incorporated herein by
          reference to the Registrant's Current Report on Form 8-K/A dated October 1, 1998).

4.12      Senior Subordinated Note Indenture, dated as of September 30, 1998, among Tokheim Corporation, Management
          Solutions, Inc., Tokheim Equipment Corporation, Tokheim RPS, LLC, Sunbelt Hose & Petroleum Equipment, Inc.,
          Envirotronic Systems, Inc., Gasboy International, Inc., Tokheim Automation Corporation, Tokheim Investment
          Corp., as guarantors, and Harris Trust and Savings Bank, as trustee (incorporated herein by reference to the
          Registrant's Current Report on Form 8-K/A dated October 1, 1998).

4.13      12% Junior Subordinated Note due 2008 in the amount of $40,000,000 (incorporated herein by reference to the
          Registrant's Current Report on Form 8-K/A dated October 1, 1998).

4.14      Junior Subordinated Note Indenture, dated as of September 30, 1998, among Tokheim Corporation, Management
          Solutions, Inc., Tokheim Equipment Corporation, Tokheim RPS, LLC, Sunbelt Hose & Petroleum Equipment, Inc.,
          Envirotronic Systems, Inc., Gasboy International, Inc., Tokheim Automation Corporation, Tokheim Investment
          Corp., as guarantors, and Harris Trust and Savings Bank, as trustee (incorporated herein by reference to the
          Registrant's Current Report on Form 8-K/A dated October 1, 1998).

4.15      Amendment No. 1 to Junior Subordinated Note Indenture, dated as of January 25, 1999 (incorporated herein by
          reference to the Registrant's Annual Report on Form 10-K, for the year ended September 30, 1998, filed March 1,
          1999).

4.16      Warrant to Purchase up to 19.9% of the Shares of Common Stock of Tokheim Corporation (incorporated herein by
          reference to the Registrant's Current Report on Form 8-K/A dated October 1, 1998).

4.17      Form of Roll-Over Note (incorporated herein by reference to the Registrant's Current Report on Form 8-K/A dated
          October 1, 1998).

4.18      Registration Rights Agreement, dated September 30, 1998, between Tokheim Corporation and Schlumberger
          Limited (incorporated herein by reference to the Registrant's Current Report on Form 8-K/A dated October 1,
          1998).

4.19      Note Purchase Agreement, dated as of September 30, 1998, among Tokheim Corporation, the Subsidiaries and the
          Purchasers (incorporated herein by reference to the Registrant's Current Report on Form 8-K/A dated October 1,
          1998).

4.20      Amended and Restated Credit Agreement, dated as of September 30, 1998, among Tokheim Corporation, the
          Borrowing Subsidiaries, the Lenders and NBD Bank, N.A. as administrative agent and Credit Lyonnais as
          documentation and collateral agent and Gleacher NatWest Inc. and Bankers Trust Company as co-syndication
          agents (incorporated herein by reference to the Registrant's Current Report on Form 8-K/A dated October 1, 1998).

4.21      Second Amended and Restated Credit Agreement, dated as of December 14, 1998, among Tokheim Corporation,
          the Borrowing Subsidiaries, the Lenders and NBD Bank, N.A. as administrative agent and Credit Lyonnais as
          documentation and collateral agent and Gleacher NatWest Inc. and Bankers Trust Company as co-syndication
          agents (incorporated herein by reference to the Registrant's Annual Report on Form 10-K, for the year ended
          September 30, 1998, filed March 1, 1999).
</TABLE>
                                      14
<PAGE>
 
4.22     Consent and Amendment No. 1 to Amended and Restated Credit Agreement,
         dated as of January 11, 1999.
4.23     Amendment No. 2 to Amended and Restated Credit Agreement, dated as of
         March 1, 1999.
4.24     Amendment No. 3 to Second Amended and Restated Credit Agreement, dated
         as of February 27, 1999.
4.25     Dollar Notes Indenture, dated as of January 29, 1999, among Tokheim
         Corporation, BT Alex. Brown, Credit Lyonnais Securities, First Chicago
         Capital Markets, Inc., Gleacher NatWest International, ABN AMRO 
         Incorporated, PaineWebber Incorporated, Schroder & Co. Inc. and certain
         subsidiary guarantors of Tokheim Corporation (incorporated herein by
         reference to the Registrant's Annual Report on Form 10-K, for the year
         ended September 30, 1998, filed March 1, 1999).
4.26     Euro Notes Indenture, dated as of January 29, 1999, among Tokheim
         Corporation, BT Alex. Brown, Credit Lyonnais Securities, First Chicago
         Capital Markets, Inc., Gleacher NatWest International, ABN AMRO 
         Incorporated, PaineWebber Incorporated, Schroder & Co. Inc. and certain
         subsidiary guarantors of Tokheim Corporation (incorporated herein by
         reference to the Registrant's Annual Report on Form 10-K, for the year
         ended September 30, 1998, filed March 1, 1999).
4.27     Dollar Registration Rights Agreement, dated as of January 29, 1999,
         among Tokheim Corporation, BT Alex. Brown, Credit Lyonnais Securities,
         First Chicago Capital Markets, Inc., Gleacher NatWest International,
         ABN AMRO Incorporated, PaineWebber Incorporated, Schroder & Co. Inc.
         and certain subsidiary guarantors of Tokheim Corporation (incorporated
         herein by reference to the Registrant's Annual Report on Form 10-K, for
         the year ended September 30, 1998, filed March 1, 1999).
4.28     Euro Registration Rights Agreement, dated as of January 29, 1999, among
         Tokheim Corporation, BT Alex. Brown, Credit Lyonnais Securities, First
         Chicago Capital Markets, Inc., Gleacher NatWest International, ABN AMRO
         Incorporated, PaineWebber Incorporated, Schroder & Co. Inc. and certain
         subsidiary guarantors of Tokheim Corporation (incorporated herein by
         reference to the Registrant's Annual Report on Form 10-K, for the year
         ended September 30, 1998, filed March 1, 1999).
10.1     Tokheim Corporation 1992 Stock Incentive Plan, established December 15,
         1992 (incorporated herein by reference to the Registrant's Registration
         Statement on Form S-8, File No. 33-52167, dated February 4, 1994).
10.2     Retirement Savings Plan for Employees of Tokheim Corporation and
         Subsidiaries (incorporated herein by reference to Amendment No. 1 to
         the Registrant's Registration Statement on Form S-8, File No. 33-29710,
         dated August 1, 1989).
10.3     Tokheim Corporation 1996 Key Management Incentive Bonus Plan
         (incorporated herein by reference to the Registrant's Report on Form 
         10-Q/A, for the quarter ended February 29, 1996, filed November 20, 
         1996).
10.4     Employment Agreement, dated December 10, 1997, between the Registrant
         and Douglas K. Pinner (incorporated herein by reference to the
         Registrant's Annual Report on Form 10-K for the year ended November 30,
         1997).
10.5     Employment Agreement, dated December 23, 1997, between the Registrant
         and John A. Negovetich (incorporated herein by reference to the
         Registrant's Annual Report on Form 10-K for the year ended November 30,
         1997).
10.6     Employment Agreement, dated December 23, 1997, between the Registrant
         and Jacques St-Denis (incorporated herein by reference to the
         Registrant's Annual Report on Form 10-K for the year ended November 30,
         1997).
10.7     Employment Agreement, dated December 23, 1997, between the Registrant
         and Norman L. Roelke (incorporated herein by reference to the
         Registrant's Annual Report on Form 10-K for the year ended November 30,
         1997).
10.8     Employment Agreement, dated December 23, 1997, between the Registrant
         and Scott A. Swogger. (incorporated herein by reference to the
         Registrant's Annual Report on Form 10-K for the year ended November 30,
         1997).
10.9     Technology License Agreement, effective as of December 1, 1997, between
         Tokheim and Gilbarco, Inc. (incorpo rated herein by reference to the
         Registrant's Annual Report on Form 10-K for the year ended November 30,
         1997).
10.10    Tokheim Corporation 1997 Incentive Plan (incorporated herein by
         reference to the Registrant's Annual Report on Form 10-K for the year
         ended November 39, 1997).
10.11    Employment Agreement, dated December 31, 1997, between Management
         Solutions, Inc. and Arthur S. Elston (incorporated herein by reference
         to the Registrant's Annual Report on Form 10-K for the year ended
         November 30, 1997).

                                      15
<PAGE>
 
11.1     Statement re computation of per share earnings.
27.1     Financial Data Schedule

   b. Reports on Form 8-K

On December 14, 1998 the Company filed Amendment No. 2 on Form 8-K/A ("Amendment
No. 2") to its Current Report on Form 8-K, filed August 3, 1998. Amendment No. 2
was filed to report on the required interim period financial statements and
interim pro forma information, which were not available when the Company filed
its Current Report on Form 8-K/A on October 1, 1998 to report the Company's
acquisition of the RPS Division.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                       TOKHEIM CORPORATION

Date: April 14, 1999                   /s/ Douglas K. Pinner
                                       ------------------------------------
                                       Chairman, President and Chief 
                                       Executive Officer



Date: April 14, 1999                   /s/ John A. Negovetich
                                       ------------------------------------
                                       Executive Vice-President, 
                                       Finance and Administration and 
                                       Chief Financial Officer


                                      16
<PAGE>
 
 
Exhibit Index

Exhibit
  No.    Document
-------  -----------------------------------------------------------------------
4.22     Consent and Amendment No. 1 to Amended and Restated Credit Agreement,
         dated as of January 11, 1999.
4.23     Amendment No. 2 to Amended and Restated Credit Agreement, dated as of
         March 1, 1999.
4.24     Amendment No. 3 to Second Amended and Restated Credit Agreement, dated
         as of February 27, 1999.
11.1     Statement re computation of per share earnings.
27.1     Financial Data Schedule


                                       17