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 May 31, 2000

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 May 31, 2000, 12,698,593 shares of voting common stock were
outstanding.

The exhibit index is located on page 18







<TABLE>
<CAPTION>

TOKHEIM CORPORATION AND SUBSIDIARIES

======================================================================================================
                                                                            Unaudited
Consolidated Condensed Statement of Earnings                   ---------------------------------------
(Amounts in thousands except amounts per share)                Three Months Ended    Six Months Ended
                                                                      May 31,              May 31,
                                                                2000        1999       2000      1999
                                                               ---------------------------------------

<S>                                                           <C>         <C>         <C>        <C>
Net sales...................................................  $ 134,837   $ 177,010   $ 267,249  $ 343,204

Cost of sales, exclusive of items listed below..............    105,851     131,775     210,214    265,071
Selling, general, and administrative expenses...............     24,456      27,939      50,176     53,706
Depreciation and amortization...............................      6,510       6,068      12,584     12,960
Merger and acquisition costs and other unusual items........      2,723       3,700       5,448      4,823
                                                              ----------  ---------   ---------  ---------
   Operating profit (loss)..................................     (4,703)      7,528     (11,173)     6,644
                                                              ----------  ---------   ---------  ---------

Interest expense, net.......................................     14,875      12,358      29,522     24,665
Foreign currency  (gain) loss ..............................        (28)      1,417        (197)     2,855
Minority interest in subsidiaries...........................         51          (5)         49         89
Other income, net ..........................................       (718)     (1,155)     (1,008)    (1,309)
                                                              ----------  ----------  ---------- ----------

Loss before income taxes and extraordinary loss.............    (18,883)     (5,087)    (39,539)   (19,656)
Income tax benefit..........................................     (1,532)        (89)     (1,683)      (482)
                                                              ----------  ----------  ----------  ---------

Loss before extraordinary loss..............................    (17,351)     (4,998)    (37,856)   (19,174)
Extraordinary loss on debt extinguishment...................         --          --         --       6,249
                                                              ----------  ----------  ----------  --------
Net  loss....................................................   (17,351)     (4,998)    (37,856)   (25,423)
Preferred stock dividends ($1.94 per share).................        381         374         768        747
                                                              ---------   ----------  ----------  --------
Loss applicable to common stock.............................  $ (17,732)  $  (5,372)  $ (38,624)  $(26,170)
                                                              ==========  ==========  ==========  =========

Loss per common share:
   Basic
     Before extraordinary loss..............................  $   (1.40)  $   (0.42)  $   (3.05)  $  (1.57)
     Extraordinary loss on debt extinguishment..............         --          --          --      (0.50)
                                                              ----------  ----------  ----------  ---------
     Net loss...............................................  $   (1.40)  $   (0.42)  $   (3.05)  $  (2.07)
                                                              ==========  ==========  ==========  =========
     Weighted average shares outstanding....................     12,669      12,669      12,669     12,666
                                                              ==========  ==========  ==========  =========

   Diluted
     Before extraordinary loss..............................  $   (1.40)  $   (0.42)  $   (3.05)  $  (1.57)
     Extraordinary loss on debt extinguishment..............         --          --          --      (0.50)
                                                              ----------  ----------  ----------  ---------
     Net loss...............................................  $   (1.40)  $   (0.42)  $   (3.05)  $  (2.07)
                                                              =========== ==========  ==========  =========
     Weighted average shares outstanding....................     12,669      12,669      12,669     12,666
                                                              =========== ==========  ==========  =========

</TABLE>


<TABLE>
<CAPTION>

TOKHEIM CORPORATION AND SUBSIDIARIES

==========================================================================================================

Consolidated Condensed Balance Sheet                                Unaudited                Audited
(Amounts In thousands)                                              ---------                -------
                                                                     May 31,               November 30,
                                                                      2000                    1999
                                                                    --------------------------------------

ASSETS
Current assets:
<S>                                                                <C>                     <C>
Cash and cash equivalents...................................       $    20,719             $  14,437
Accounts receivable, net....................................           116,856               168,565
Inventories:
   Raw materials, service parts,  and supplies..............            62,716                68,122
   Work in process..........................................            14,145                16,389
   Finished goods...........................................             8,076                 9,017
                                                                   -----------             ---------
                                                                        84,937                93,528

Other current assets........................................            15,318                12,598
                                                                   -----------             -----------
Total current assets........................................           237,830               289,128


Property, plant, and equipment, net.........................            67,909                71,976
Other tangible assets.......................................             2,068                 2,328
Intangible assets, net......................................           290,333               308,552
Other non-current assets, net...............................            16,849                18,818
                                                                   -----------             -----------
Total assets................................................       $   614,989             $ 690,802
                                                                   ===========             ===========

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current maturities of long-term debt........................            10,727                10,731
Notes payable, bank credit agreement........................               --                215,414
Senior subordinated notes...................................               --                193,337
Junior subordinated payment in kind notes...................               --                 47,762
Guaranteed Employees' Stock Ownership Plan obligation.......               --                  2,956
Cash overdrafts.............................................            14,464                12,321
Accounts payable............................................            66,308                84,511
Accrued expenses............................................            91,072               111,507
                                                                   -----------             -----------
Total current liabilities...................................           642,040               219,070

Notes payable, bank credit agreement........................               --                204,284
Senior subordinated notes...................................               --                198,681
Junior subordinated payment in kind notes...................               --                 45,020
Other long-term debt, less current maturities...............             2,866                 3,168
Guaranteed Employees' Stock Ownership Plan obligation.......               --                  4,351
Post-retirement benefit liability...........................            18,651                18,693
Other long-term liabilities.................................               953                 4,926
                                                                   -----------             -----------
                                                                       664,510               698,193
                                                                   -----------             -----------

Redeemable convertible preferred stock......................            24,000                24,000
Guaranteed Employees' Stock Ownership Plan obligation.......            (2,956)               (4,351)
Treasury stock, at cost.....................................            (4,366)               (4,210)
                                                                   -----------             -----------
                                                                        16,678                15,439
                                                                   -----------             -----------

Common stock................................................            90,375                90,375
Common stock warrants.......................................            26,187                20,000
Accumulated comprehensive loss..............................           (80,009)              (69,077)
Accumulated deficit.........................................          (102,221)              (63,597)
                                                                   -----------             -----------
                                                                       (65,668)              (22,299)
Less treasury stock, at cost................................              (531)                 (531)
                                                                   -----------             -----------
                                                                       (66,199)              (22,830)
                                                                   -----------             -----------
Total liabilities and shareholders' equity (deficit)........       $   614,989             $ 690,802
                                                                   ===========             ===========




</TABLE>

<TABLE>
<CAPTION>

TOKHEIM CORPORATION AND SUBSIDIARIES

==========================================================================================================

Consolidated Condensed                                                           Unaudited
Statement of Cash Flows                                                ------------------------------
(In thousands)                                                               Six Months Ended
                                                                       May 31,                 May 31,
                                                                        2000                    1999
                                                                    ------------             ----------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                  <C>                     <C>
Net loss....................................................         $  (37,856)             $ (25,423)
Adjustments to reconcile net loss to cash used in
  operating activities:
     Payment in kind interest...............................              2,742                  2,436
     Extraordinary loss on debt extinguishment..............                --                   6,249
     Depreciation and amortization..........................             12,584                 12,960
     Gain on sale of property, plant, and equipment.........                (94)                (1,238)
     Changes in assets and liabilities:
     Accounts receivable, net...............................             43,566                  9,790
     Inventories............................................              4,608                 12,298
     Other current assets...................................             (3,438)                (1,866)
     Accounts payable.......................................            (14,347)                (7,820)
     Accrued expenses.......................................            (17,649)                (6,977)
     Other..................................................               (353)                (4,512)
                                                                    -----------              -----------

Net cash used in operating activities.......................            (10,237)                (4,103)
                                                                    -----------              -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property, plant, and equipment........                593                  1,890
Property, plant, and equipment additions....................             (5,090)               (10,994)
                                                                    -----------              -----------

Net cash used in investing activities.......................             (4,497)                (9,104)
                                                                    -----------              -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Redemption of senior notes..................................                --                 (22,500)
Proceeds from  11.375% senior subordinated notes............                --                 209,647
Redemption of senior subordinated notes.....................                --                (170,000)
Increase in other debt......................................                147                  1,091
Increase (decrease) in notes payable, banks.................             16,490                   (500)
Increase (decrease) in cash overdraft.......................              2,976                   (583)
Deferred debt issuance costs................................               (177)                (7,613)
Premiums paid on debt extinguishment........................                --                    (555)
Other.......................................................               (156)                 1,050
Preferred stock dividends...................................               (768)                  (747)
                                                                    -----------              -----------

Net cash provided from financing activities.................             18,512                  9,290
                                                                    -----------              -----------

EFFECT OF TRANSLATION ADJUSTMENT ON CASH....................              2,504                 (3,778)
                                                                   ------------              -----------
Increase (decrease) in cash.................................              6,282                 (7,695)

CASH AND CASH EQUIVALENTS:
Beginning of year...........................................             14,437                 26,801
                                                                    -----------              -----------
End of period...............................................       $     20,719              $  19,106
                                                                   ===========               ===========


</TABLE>



Notes to the Consolidated Condensed 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 presentation of the financial
statements 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 filed on form
10-K for the year ended November 30,
1999. The results of operations for the three and six months ended May 31,
2000 are not necessarily indicative of the results to be expected for the
full year or any other interim period.


New Accounting Pronouncements

SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities" was issued in June 1998 and is effective for the year ending
November 30, 2001. 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. Additionally,
the Securities and Exchange Commission ("SEC") has issued Staff Accounting
Bulletin No. 101, "Revenue Recognition", that deals with principles of
revenue recognition. Management has not yet determined the impact of this
bulletin on the Company's consolidated financial statements.

Segment Reporting

For the three and six month periods ended May 31, 2000 and 1999,
respectively, the Company had only one reportable industry segment-the
design, manufacture and servicing of petroleum dispensing systems. The
Company has three reportable operating segments: North America; Europe; and
Africa. The accounting policies of these segments are the same as described
in the summary of significant accounting policies in the Company's form
10-K for the year ended November 30, 1999. The Company evaluates the
performance of each operating segment based upon income from operations
before merger and acquisition costs and other unusual items. The Company's
selling, general, and administrative expenses are charged to each segment
based upon the operating segment where the costs are incurred. Segment
results for the three and six month periods ended May 31, 2000 and 1999 are
summarized in the table below.

For the three month period ended May 31,:

<TABLE>
<CAPTION>

2000
                                                  North          Europe        Africa     Eliminations    Consolidated
                                                 America*

<S>                                              <C>             <C>          <C>          <C>             <C>
Customer sales..............................     $ 50,343        $ 80,206     $ 4,288      $       0       $ 134,837
Intercompany sales..........................        1,395             773           0         (2,168)              0
Depreciation and amortization...............        2,799           3,621          90              0           6,510
Operating profit (loss), before merger &
  acquisition costs and other
  unusual items.............................       (5,076)          3,443        (312)           (35)         (1,980)
Total assets................................     $607,268        $353,160     $12,070      $(357,509)      $ 614,989

1999

Customer sales..............................     $ 68,933        $102,297     $ 5,780      $       0       $ 177,010
Intercompany sales..........................          859           1,220         118         (2,197)              0
Depreciation and amortization...............        2,257           3,730          81              0           6,068
Operating profit, before merger &
  acquisition costs and other
  unusual items.............................        4,385           6,461         308             74          11,228
Total assets................................     $610,106        $430,968     $14,963      $(357,387)      $ 698,650

</TABLE>



For the six month period ended May 31;

<TABLE>
<CAPTION>

2000
                                                   North         Europe        Africa      Eliminations     Consolidated
                                                  America*

<S>                                              <C>            <C>            <C>         <C>              <C>
Customer sales..............................     $100,805       $157,982       $ 8,462     $       0        $ 267,249
Intercompany sales..........................        2,148          1,718             0        (3,866)               0
Depreciation and amortization...............        5,557          6,871           156             0           12,584
Operating profit (loss), before merger &
  acquisition costs and other
  unusual items.............................      (10,667)         5,073           (33)          (98)          (5,725)
Total assets................................     $607,268       $353,160       $12,070     $(357,509)       $ 614,989

1999

Customer sales..............................     $125,226       $207,848       $10,130     $       0        $ 343,204
Intercompany sales..........................        1,670          2,052           121        (3,843)               0
Depreciation and amortization...............        4,634          8,170           156             0           12,960
Operating profit, before merger &
  acquisition costs and other
  unusual items.............................        2,341          8,911           187            28           11,467
Total assets................................     $610,106       $430,968       $14,963     $(357,387)       $ 698,650

* Includes corporate expenses.
</TABLE>


Reconciliation from segment reporting to consolidated condensed statement
of earnings:

<TABLE>
<CAPTION>

                                             Three months ended     Six months ended
                                                  May 31,                May 31,
                                               2000      1999        2000       1999
                                             ------------------     -----------------

<S>                                          <C>        <C>         <C>        <C>
Segment operating profit (loss).........     $ (1,980)  $ 11,228    $ (5,725)  $ 11,467
Merger and acquisition costs and other
  unusual items.........................       (2,723)    (3,700)     (5,448)  $ (4,823)
                                             --------------------   --------------------
  Operating profit (loss)...............     $ (4,703)  $  7,528    $(11,173)  $  6,644
                                             ====================   ====================

</TABLE>

Comprehensive Loss

The table below summarizes comprehensive loss for the three and six month
periods ended May 31, 2000 and 1999.

<TABLE>
<CAPTION>

                                                             Three months         Six months
                                                               ended                ended
                                                               May 31,              May 31,
                                                           2000       1999       2000       1999
                                                       ---------------------   --------------------
<S>                                                     <C>          <C>       <C>        <C>
Net loss....................................            $ (17,351)   $ (4,998) $ (37,856) $ (25,423)
Other comprehensive loss:
Minimum pension liability adjustment........                           (3,135)               (3,135)
Foreign currency translation adjustments....               (5,679)     (9,865)   (10,933)   (35,189)
                                                        ----------   --------- ----------  ---------
Comprehensive loss..........................            $ (23,030)   $(17,998)   (48,789)   (63,747)
                                                        ==========   ========= ==========  =========

</TABLE>


Bank Credit Agreement

On December 22, 1999, the Company amended its bank credit agreement. Among
the items amended were the removal of the requirement to obtain $50.0
million through the issuance of equity type securities and the provision
for the mandatory reduction of the term loan by $50.0 million. Other terms
of the bank credit agreement that were amended include the addition of $5.7
million to the borrowing availability under the working capital facility;
changes to the consolidated net worth covenant; changes to the leverage and
senior leverage ratio covenants; changes to the minimum EBITDA covenant;
the addition of a clean down or availability covenant on the working
capital facility; and an acceleration of the termination date of the bank
credit agreement from September 24, 2004 to September 30, 2003.

In consideration for the amendment to the bank credit agreement, the
Company paid certain fees and expenses to the bank group including warrants
to purchase 16.5% of the outstanding common stock of the Company at a
purchase price of $3.95 per share. The warrants are exercisable for an
aggregate of 2,097,427 shares. The Company has the right, subject to the
terms and conditions of the bank credit agreement, to purchase 100% of the
warrants upon termination of the bank credit agreement or 50% by meeting
specified de-leveraging conditions at various discount rates.

The term loan under the amended bank credit agreement calls for equal
quarterly principal payments aggregating $7.3 million in 2000; $9.8 million
in 2001; and $12.2 million in 2002. The principal payments in 2003 include
equal quarterly payments in the first three quarters of $3.7 million each
with the remainder due at maturity on September 30, 2003.

The bank credit agreement requires the Company to meet certain consolidated
financial tests, including minimum level of consolidated net worth, minimum
level of EBITDA (as defined in the Bank credit agreement), minimum level of
consolidated interest coverage, maximum consolidated leverage ratio and
senior leverage ratio and minimum consolidated fixed charge coverage ratio.
The bank credit agreement also contains covenants which, among other
things, limit the incurrence of additional indebtedness, the payment of
dividends, transactions with affiliates, asset sales, acquisitions,
investments, mergers and consolidations, prepayments of certain other
indebtedness, amendments to certain other indebtedness, liens and
encumbrances and other matters customarily restricted in such agreements.
The bank credit agreement requires the Company to maintain specified
financial ratios and satisfy certain financial tests. During the year ended
November 30, 1999 and in December 1999, the Company was required to enter
into three amendments to the bank credit agreement to avoid the occurrence
of events of default relating to certain financial ratios and tests.

At May 31, 2000, the Company was in violation of several of its financial
covenants under the bank credit agreement, including covenants relating to
the senior leverage ratio, total leverage ratio, interest expense coverage
ratio, fixed charge coverage ratio, minimum EBITDA and the clean down or
availability covenant on the working capital facility. Additionally, the
Company was in violation of its June 30, 2000, and July 31, 2000, clean
down or availability covenant on the working capital facility. The Company
has received waivers from its senior lenders for these violations which
expire on August 16, 2000. Management believes that the Company will be
unable to meet such financial ratios and tests in the foreseeable future.
If the waivers are not extended, or if amendments to the bank credit
agreement are not obtained, the Company will be in default under its bank
credit agreement on August 17, 2000. In the event of default, the lenders
could elect to declare all amounts borrowed under the bank credit agreement
to be due and payable, which election would also result in a default under
the indentures because of certain cross-default provisions in the
indentures. As a result, the Company has classified all of its long term
borrowings as current. In addition, management believes that the Company
will have insufficient liquidity with which to make the Senior Subordinated
Note interest payment due August 1, 2000.

As a result of the foregoing, among other reasons, the Company has
determined that the best alternative for recapitalizing the Company over
the long-term and maximizing the recovery of creditors and senior equity
interest holders of the Company is through a prepackaged plan of
reorganization for the Company and its U.S. subsidiaries pursuant to
Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code").
Toward that end, during the second and third quarters of 2000, the Company
has engaged in negotiations with representatives of the Company's senior
lenders and an informal committee (the "Committee") of holders of its Notes
regarding the terms of the plan of reorganization. On July 25, 2000, those
negotiations resulted in agreements in principle (the "Agreement") with
both groups on the terms of a plan of reorganization (the "Plan") which
sets forth the terms of a restructuring of the debt outstanding under the
Company's bank credit agreement and the Notes.

In summary, the Plan, if accepted by certain classes of creditors whose
votes will be solicited and, if confirmed by a bankruptcy court, would
provide, among other things, that: (i) the existing bank credit agreement
will be restructured to comprise a 5 year senior term facility of $140
million, and a 5 year trust debt facility of $100 million on which trust
debt interest will be accrued but not paid until at least December 31,
2002; (ii) the Company's bank group will provide, in addition to the $240
million facilities detailed above, a debtor-in-possession facility of $50
million, which will be converted into a revolving facility upon the
Company's emergence from the reorganization and will receive nominal price
warrants for 10% of the equity of the Company; (iii) the holders of the
Notes will receive 90% of the equity of the Company, subject to dilution
for warrants to be issued to existing shareholders and management options,
upon exchange of their Notes; (iv) the Company's employees' rights to
receive cash redemption of preferred stock held by the Company's Employee
Stock Option Plan will be preserved, and; (v) existing common stock will be
cancelled and existing holders of common stock will receive "out of the
money" warrants. The Company will continue to pay its employees and
unsecured trade creditors in the normal course of business. The
restructuring plan will include continuing payment of these obligations
during the restructuring period.

The Company is currently preparing documentation to reflect the terms of
the Plan and to solicit acceptances of the Plan from the senior lenders and
holders of Notes. The Company expects to be in a position to commence such
solicitation shortly and anticipates that such solicitation will be
conducted over a period of approximately one month. Immediately following
the completion of the solicitation, assuming the requisite acceptances by
certain classes of creditors are obtained, the Company and its U.S.
subsidiaries expect to commence cases under Chapter 11 of the Bankruptcy
Code. Upon such commencement, the Company intends to ask the bankruptcy
court to set a hearing on confirmation of the Plan as expeditiously as
possible.

Notwithstanding the foregoing, there can be no assurance that the Company
will be in a position to commence the Chapter 11 proceedings as
expeditiously as contemplated; that requisite acceptances of the Plan will
be obtained; that the terms of the Plan will not change; that the
bankruptcy court, if and when Chapter 11 proceedings are commenced, will
confirm the Plan (whether or not requisite acceptances are obtained) within
the anticipated time frame or at all; or that the Plan will be consummated
(even if it is confirmed). Furthermore, even if the Company is successful
in implementing the Plan or any of its other strategic alternatives and
initiatives, no assurance can be given as to the effect of any such success
on the Company's results of operations or financial condition.

In connection with the Company's restructuring efforts, the Company has
decided not to make the August 1, 2000 interest payments on its Notes.
Following a 30 day grace period, the continued deferral of the interest
payments on the Notes will constitute a default pursuant to the respective
indentures under which the securities were issued and will also constitute
a default under the Company's existing bank credit facility. Additionally,
the Company is currently operating under a waiver of certain financial
covenant defaults and other defaults with respect to its bank credit
facility, which waiver expires on August 16, 2000, and is in discussions
with the lenders party to the bank credit facility concerning an extension
of such waiver.


The accompanying financial statements have been prepared on a going concern
basis, which contemplates continuity of operations, realization of assets
and liquidation of liabilities in the ordinary course of business. As a
result of the proposed reorganization proceedings, or any other action that
the Company may be required to take, the Company may have to sell or
otherwise dispose of assets and liquidate or settle liabilities for amounts
different than those reflected in the financial statements. Further, a plan
of reorganization approved by the bankruptcy court could materially change
the amounts currently recorded in the financial statements. The financial
statements do not give effect to all adjustments to the carrying value of
assets, or amounts and reclassification of liabilities that might be
necessary as a consequence of these proposed reorganization proceedings or
any other actions that the Company may be required to take. The
appropriateness of using the going concern basis is dependent upon, among
other things, confirmation of the plan of reorganization, success of future
operations and the ability to generate sufficient cash flows from
operations and financial sources to meet obligations.

Restructuring Charges

Included in accrued liabilities are certain costs the Company will incur to
effect an integration and rationalization plan for the RPS Division's
operations. These costs represent involuntary termination and other closure
costs in connection with closing redundant manufacturing and service
operations. These accrued costs do not include costs associated with
consolidation of previously existing Tokheim subsidiaries, which will be
expensed as incurred or separately accrued once all criteria for accrual
are met, nor do these costs benefit future periods. The Company expects the
integration and rationalization plan to be substantially completed by the
end of fiscal year 2000. The table below summarizes the accrued liability
activity by major category and initiative for the three and six month
periods ended May 31, 2000.

<TABLE>
<CAPTION>


                                                         Charges                 Charges
                                           November 30,   to       February 29,    to      May 31,
                                             1999        Accrual      2000       Accrual    2000

<S>                                        <C>         <C>          <C>        <C>        <C>
Involuntary termination benefits...........$8,006      $(1,029)     $6,977     $  (965)   $6,012
Facility closure and other closure costs...   211          (41)        170        (117)       53
Lease and contract termination fees........   381         (141)        240         (47)      193
                                           ------       -------     ------     -------    ------
Total accrued integration and
  rationalization costs....................$8,598       $(1,211)    $7,387     $(1,129)   $6,258
                                           ======       =======     ======     =======    ======
</TABLE>


During 1999, as a result of the continuing integration and rationalization
of the RPS Division with other business units, the Company accrued
approximately $2.7 million as a charge to operations to establish an
accrual for involuntary termination benefits and related costs for
approximately 69 employees that served in primarily service and
administration roles at various service facilities in France. This amount
also included amounts for lease termination and other exit costs and was
added to an amount of $0.3 million that remained accrued at November 30,
1999 for pension payments due to retirees who formerly worked at the
Company's Glenrothes, Scotland facility.

The table below summarizes the accrued liability activity by major category
and initiative for the three and six month periods ended May 31, 2000.

<TABLE>
<CAPTION>

                                                       Charges               Charges
                                          November 30,    to    February 29,    to     May 31,
                                             1999      Accrual     2000       Accrual   2000

<S>                                        <C>         <C>        <C>         <C>      <C>
Involuntary termination benefits...........$2,442      $(164)     $2,278      $ (732)  $1,546
Facility closure and other closure costs...   460        (37)        423          (5)     418
Lease and contract termination fees........   138        (25)        113         (88)      25
                                           ------      -----      ------      ------   ------
Total accrued integration and
  rationalization costs....................$3,040      $(226)     $2,814      $ (825)  $1,989
                                           ======      =====      ======      ======   ======
</TABLE>

Guarantor and Nonguarantor Financial Statements

In connection with the RPS Division acquisition and as part of the
subsequent financing, the Company issued $123.0 million of 11.375% U.S.
dollar denominated senior subordinated notes and 75.0 million of 11.375%
Euro denominated senior subordinated notes. The senior subordinated notes
are general unsecured obligations of the Company, subordinated in right of
payment to all existing and future senior indebtedness of the Company, and
guaranteed on a full, unconditional, joint and several basis by the
Company's wholly owned domestic subsidiaries.

The following unaudited condensed consolidating financial information
presents:

1) Condensed consolidating financial statements as of May 31, 2000, and
November 30, 1999 and for the three and six month periods ended May 31,
2000 and May 31, 1999, of (a) Tokheim Corporation, the parent; (b) the
guarantor subsidiaries; (c) the nonguarantor subsidiaries; and (d) the
Company on a consolidated basis.

2) Elimination entries necessary to consolidate Tokheim Corporation, the
parent, with guarantor and nonguarantor subsidiaries.

Investments in subsidiaries are accounted for by the parent using the
equity method of accounting. The guarantor and nonguarantor subsidiaries
are presented on a combined basis. The principal elimination entries
eliminate investments in subsidiaries and intercompany transactions and
balances.

Separate financial statements for the guarantor subsidiaries and the
nonguarantor subsidiaries are not presented because management believes
that such financial statements would not be meaningful.

<TABLE>
<CAPTION>

                                               Consolidated Condensed Statement of Earnings
                                                 For the three months ended May 31, 2000
                                                        (Amounts in thousands)
                                                                          Guarantor     Nonguarantor                 Consolidated
                                                             Parent     Subsidiaries    Subsidiaries   Eliminations     Total
                                                          -----------   ------------    ------------   ------------  ------------

<S>                                                         <C>          <C>            <C>            <C>            <C>
Net sales.................................................. $  39,342    $  12,706      $  86,809      $   (4,020)    $  134,837
Cost of sales, exclusive of items listed below.............    31,428        8,906         69,537          (4,020)       105,851
Selling, general, and administrative expenses..............     6,934        6,945         10,577                         24,456
Depreciation and amortization..............................     2,152          634          3,724                          6,510
Merger and acquisition costs and other unusual items.......       149        1,744            830                          2,723
                                                            ----------   ---------      ----------     -----------    ----------
Operating profit (loss)....................................    (1,321)      (5,523)         2,141                         (4,703)
Interest (income) expense, net.............................    23,344      (15,470)         7,001                         14,875
Foreign currency (gain) loss...............................       (61)        (351)           384                            (28)
Equity in (earnings) loss of consolidated subsidiaries.....    (3,455)                                      3,455
Minority Interest..........................................                                    51                             51
Other (income) expense, net ...............................    (2,155)       6,654         (5,217)                          (718)
                                                            ----------   ----------     -----------    ------------   ------------
Earnings (loss) before income taxes........................   (26,097)       3,644            (78)          3,648        (18,883)
Income taxes...............................................    (1,643)          75             36                         (1,532)
                                                            ----------   ----------     -----------    ------------   ------------
Net earnings (loss)........................................ $ (17,351)     $ 3,569       $   (112)     $    3,648     $  (17,351)
                                                            ==========   ==========     ============   ============   ===========

                                               Consolidated Condensed Statement of Earnings
                                                 For the three months ended May 31, 1999
                                                        (Amounts in thousands)
                                                                         Guarantor      Nonguarantor                 Consolidated
                                                             Parent     Subsidiaries    Subsidiaries   Eliminations      Total
                                                            ---------   ------------    ------------   ------------   ------------

Net sales.................................................. $  47,606     $  24,657      $ 110,776     $  (6,029)     $  177,010
Cost of sales, exclusive of items listed below.............    33,470        17,473         86,861        (6,029)        131,775
Selling, general, and administrative expenses..............     6,974         7,605         13,360                        27,939
Depreciation and amortization..............................       681         1,564          3,823                         6,068
Merger and acquisition costs and other unusual items.......       887                        2,813                         3,700
                                                            ----------    ---------      ----------    -----------    ----------
Operating profit (loss)....................................     5,594        (1,985)         3,919                         7,528
Interest (income) expense, net.............................     2,586           (85)         9,857                        12,358
Foreign currency gain......................................       122         4,468         (3,173)                        1,417
Equity in (earnings) loss of consolidated subsidiaries.....    10,480                                    (10,480)
Minority Interest..........................................                                     (5)                           (5)
Other (income) expense, net ...............................    (2,613)        7,426         (5,968)                       (1,155)
                                                            ----------    ----------     -----------   -----------   ------------
Earnings (loss) before income taxes........................    (4,981       (13,794)         3,208        10,480          (5,087)
Income taxes...............................................        17           142           (248)                          (89)
                                                            -----------   ----------     ------------  ------------  ------------
Net earnings (loss)........................................ $  (4,998)    $ (13,936)     $   3,456     $    10,480    $   (4,998)
                                                            ===========   ==========     ============  ============  ============


                                               Consolidated Condensed Statement of Earnings
                                                 For the six months ended May 31, 2000
                                                        (Amounts in thousands)
                                                                          Guarantor    Nonguarantor                  Consolidated
                                                             Parent     Subsidiaries   Subsidiaries   Eliminations      Total
                                                            --------    ------------   ------------   ------------   ------------

Net sales.................................................. $  77,926     $  25,234      $ 170,718      $   (6,629)   $  267,249
Cost of sales, exclusive of items listed below.............    61,780        17,666        137,397          (6,629)      210,214
Selling, general, and administrative expenses..............    14,723        13,877         21,576                        50,176
Depreciation and amortization..............................     4,239         1,292          7,053                        12,584
Merger and acquisition costs and other unusual items.......       363         3,300          1,785                         5,448
                                                            ----------    ----------     ----------     -----------   ----------
Operating profit (loss)....................................    (3,179)      (10,901)         2,907                       (11,173)
Interest (income) expense, net.............................    24,431        (9,123)        14,214                        29,522
Foreign currency gain......................................      (136)         (393)           332                          (197)
Equity in (earnings) loss of consolidated subsidiaries.....    14,569                                      (14,569)
Minority Interest..........................................                                     49                            49
Other (income) expense, net ...............................    (4,293)       13,514        (10,229)                       (1,008)
                                                            ----------   ----------      -----------    ------------   ----------
Earnings (loss) before income taxes........................   (37,750)      (14,899)        (1,459)         14,569       (39,539)
Income taxes...............................................       106        (1,892)           103                        (1,683)
                                                            ----------   ----------      -----------    ------------   ----------
Net earnings (loss)........................................ $ (37,856)    $ (13,007)     $  (1,562)     $   14,569     $ (37,856)
                                                            ==========   ===========     ===========   ============    ==========

                                                 Consolidated Condensed Statement of Earnings
                                                   For the six months ended May 31, 1999
                                                         (Amounts in thousands)
                                                                        Guarantor      Nonguarantor                  Consolidated
                                                             Parent     Subsidiaries   Subsidiaries   Eliminations      Total
                                                           ---------    ------------   ------------   ------------   ------------

Net sales.................................................. $  75,152     $  55,591      $  221,844     $   (9,383)    $ 343,204
Cost of sales, exclusive of items listed below.............    55,805        40,912         177,737         (9,383)      265,071
Selling, general, and administrative expenses..............    12,991        13,712          27,003                       53,706
Depreciation and amortization..............................     1,949         2,660           8,351                       12,960
Merger and acquisition costs and other unusual items.......       887            83           3,853                        4,823
                                                            ----------    ----------     -----------    ------------   ----------
Operating profit (loss)....................................     3,520        (1,776)          4,900                        6,644
Interest (income) expense, net.............................     9,781        (4,477)         19,361                       24,665
Foreign currency  loss (gain)..............................       316         1,138           1,401                        2,855
Equity in (earnings) loss of consolidated subsidiaries.....    10,163                                                    (10,163)
Minority Interest..........................................                                      89                           89
Other (income) expense, net ...............................     2,398       (16,499)         12,792                       (1,309)
                                                            ----------   -----------     -----------    ------------   ----------
Earnings (loss) before income taxes........................   (19,138)       18,062         (28,743)        10,163       (19,656)
Income taxes...............................................        36          (222)           (296)                        (482)
                                                            ----------    ----------     ------------   ------------   ----------
Earnings (loss) before extraordinary item..................   (19,174)       18,284         (28,447)        10,163       (19,174)
Extraordinary loss on debt extinguishment..................     6,249                                                      6,249
                                                            -----------   ----------     ------------   ------------   ----------
Net earnings (loss)........................................ $ (25,423)    $  18,284      $  (28,447)    $   10,163     $  (25,423)
                                                            ===========   ==========     ===========    ============   ==========


                                               Consolidated Condensed Balance Sheet
                                                        As of May 31, 2000
                                                      (Amounts In thousands)

                                                                         Guarantor      Nonguarantor                 Consolidated
                                                             Parent     Subsidiaries    Subsidiaries   Eliminations      Total
                                                             ------     ------------    ------------   ------------  ------------

ASSETS
Current assets:
Cash and cash equivalents..................................  $  1,832     $  11,423      $    7,464     $              $   20,719
Accounts receivables, net..................................    52,570        80,581          91,208         (107,503)     116,856
Inventories, net...........................................    23,831         8,036          53,291             (221)      84,937
Other current assets.......................................     2,135           940          12,243                        15,318
                                                             ---------     --------      -----------    -------------   ----------
Total current assets.......................................    80,368       100,980         164,206         (107,724)     237,830
Investments in subsidiaries................................    71,345        44,541           6,426         (122,312)
Property, plant, and equipment, net.......................     25,800        10,797          31,312                        67,909
Goodwill, net..............................................   116,265        10,045         164,023                       290,333
Other non-current assets and deferred charges, net.........   189,984       257,561           5,007         (433,635)      18,917
                                                             ---------    ---------      ------------   -------------  ----------
Total assets...............................................  $483,762     $ 423,924      $  370,974     $   (663,671)  $  614,989
                                                             =========    =========      ===========    =============  ==========

LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)
Current maturities of long-term debt.......................  $            $   8,565      $    1,965     $              $   10,530
Notes payable, bank credit agreement.......................    29,817       185,505              92                       215,414
Senior subordinated notes..................................   193,337                                                     193,337
Junior subordinated payment in kind note...................                  47,762                                        47,762
Guaranteed employee stock ownership obligation.............     2,956                                                       2,956
Notes payable to banks.....................................                                     197                           197
Cash overdrafts............................................                                  14,464                        14,464
Accounts payable...........................................    67,992        35,750          70,116         (107,550)      66,308
Accrued expenses...........................................    43,655         9,533          37,884                        91,072
                                                             ---------     --------       ---------      ------------   ---------
Total current liabilities..................................   337,757       287,115         124,718         (107,550)     642,040
Other long-term debt, less current maturities..............     6,000       193,337         237,164         (433,635)       2,866
Post-retirement benefit liability..........................    15,071                         3,580                        18,651
Other long-term liabilities................................       476          (217)            799             (105)         953
                                                            ----------     ---------       ----------    ------------   ---------
                                                              359,304       480,235         366,261         (541,290)     664,510
                                                            ----------     --------        ----------    ------------   ---------

Redeemable convertible preferred stock.....................    24,000                                                      24,000
Guaranteed Employees' Stock Ownership Plan obligation......    (2,956)                                                     (2,956)
Treasury stock, at cost....................................    (4,366)                                                     (4,366)
                                                            -----------    ----------      -----------   ------------   ----------
                                                               16,678                                                      16,678

Common stock...............................................    90,375                        66,484          (66,484)      90,375
Common stock warrants......................................    26,187                                                      26,187
Accumulated comprehensive loss.............................    (8,023)      (11,746)        (17,814)         (42,426)     (80,009)
Accumulated deficit........................................      (228)      (44,565)        (43,957)         (13,471)    (102,221)
                                                             ----------     --------       -----------   ------------   ----------
                                                              108,311       (56,311)          4,713         (122,381)     (65,668)
Less treasury stock, at cost...............................      (531)                                                       (531)
                                                             ----------     --------     -------------   ------------   ----------
                                                              107,780       (56,311)          4,713         (122,381)     (66,199)
                                                             ----------   ----------     -------------   ------------   ----------
Total liabilities and shareholders' equity (deficit).......  $483,762     $ 423,924      $  370,974      $  (663,671)   $ 614,989
                                                             ==========   ==========     ============    ============   ==========


                                               Consolidated Condensed Balance Sheet
                                                      As of November 30, 1999
                                                       (Amounts In thousands)

                                                                         Guarantor    Nonguarantor                   Consolidated
                                                             Parent     Subsidiaries  Subsidiaries    Eliminations       Total
                                                             -------    ------------  ------------    ------------   ------------

ASSETS
Current assets:
Cash and cash equivalents...............................     $  1,657     $  2,705       $ 10,075       $              $ 14,437
Accounts receivables, net...............................       56,905       83,987        132,423        (104,750)       168,565
Inventories, net........................................       27,438       10,087         56,068             (65)        93,528
Other current assets....................................        1,941        1,066          9,591                         12,598
                                                             --------     --------       ---------       ---------      --------
Total current assets....................................       87,941       97,845        208,157        (104,815)       289,128
Investments in subsidiaries.............................       66,312      250,201          6,527        (323,040)
Property, plant, and equipment, net.....................       24,665       11,244         36,067                         71,976
Goodwill, net...........................................       97,673       10,175        181,390                        289,238
Other non-current assets and deferred charges, net......      216,588       75,200          5,549        (256,877)        40,460
                                                             --------     --------       ---------      ----------      --------
Total assets............................................     $493,179     $444,665       $437,690       $(684,732)      $690,802
                                                             ========     ========       =========      ==========      ========

LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)
Current maturities of long-term debt....................     $            $  7,500       $  2,944       $               $ 10,444
Notes payable to banks..................................                                      287                            287
Cash overdrafts.........................................                       514         11,807                         12,321
Accounts payable........................................       79,968       25,303         83,989        (104,749)        84,511
Accrued expenses........................................       45,619        14,943        50,945                        111,507
                                                             --------      --------      ---------       ---------      --------
Total current liabilities...............................      125,587        48,260       149,972        (104,749)       219,070
Notes payable, bank credit agreement....................       19,599       184,685                                      204,284
Senior subordinated notes...............................      198,681                                                    198,681
Junior subordinated Payment In Kind note................                     45,020                                       45,020
Other long-term debt, less current maturities...........        6,000                     254,895        (257,727)         3,168
Guaranteed Employees' Stock Ownership Plan obligation...        4,351                                                      4,351
Post-retirement benefit liability.......................       14,842                       3,851                         18,693
Other long-term liabilities.............................          476          (216)        4,764             (98)         4,926
                                                             --------      --------       ---------      ---------      --------
                                                              369,536       277,749       413,482        (362,574)       698,193
                                                             --------      --------       ---------      ---------      --------

Redeemable convertible preferred stock..................       24,000                                                      24,000
Guaranteed Employees' Stock Ownership Plan obligation...       (4,351)                                                     (4,351)
Treasury stock, at cost.................................       (4,210)                                                     (4,210)
                                                             ---------      -------       ---------       ---------      ---------
                                                               15,439                                                      15,439

Common stock............................................       90,375       234,966         65,046       (300,012)         90,375
Common stock warrants...................................       20,000                                                      20,000
Accumulated comprehensive loss..........................       (8,023)      (35,360)       (17,013)        (8,681)        (69,077)
Retained earnings (accumulated deficit).................        6,383       (32,690)       (23,825)       (13,465)        (63,597)
                                                             --------      --------       ---------      ---------       ---------
                                                              108,735       166,916         24,208       (322,158)        (22,299)
Less treasury stock, at cost............................         (531)                                                       (531)
                                                             ---------     --------       ---------      ---------       --------
                                                              108,204       166,916         24,208       (322,158)        (22,830)
                                                             --------      --------       ---------     ----------       --------
Total liabilities and shareholders' equity (deficit)....     $493,179      $444,665       $437,690      $(684,732)       $690,802
                                                             ========      ========       =========     ==========       ========


                                           Consolidated Condensed Statement of Cash Flows
                                                       (Amounts in thousands)
                                                               For the six months ended May 31, 2000
                                                        ------------------------------------------------
                                                                          Guarantor      Nonguarantor                 Consolidated
                                                              Parent    Subsidiaries     Subsidiaries   Eliminations      Total
                                                        --------------------------------------------------------------------------

Cash flows from operating activities:
Net cash provided from (used in)                          ------------------------------------------------------------------------
  operating activities.................................... $ (14,063)    $   (4,062)      $   (6,680)     $  14,569     $ (10,237)
                                                          ------------------------------------------------------------------------

Cash flows from investing activities:
Plant and equipment additions/transfers..................     (3,114)          (269)          (1,707)                      (5,090)
Proceeds from the sale/tranfers of property
  and equipment..........................................                                        593                          593
Investments in and advances to
  subsidiaries, net......................................     14,569                         (14,569)
Net cash provided from (used in) investing...............  -----------------------------------------------------------------------
  activities.............................................     11,455           (269)          (1,114)       (14,569)       (4,497)
                                                           -----------------------------------------------------------------------

Cash flows from financing activities:
Increase (decrease) in other debt........................                       973             (826)                         147
Increase in notes payable banks, bank credit agreement...     10,894          5,596                                        16,490
Increase (decrease) in cash overdraft....................                      (515)           3,491                        2,976
Deferred debt issuance costs.............................       (177)                                                        (177)
Other....................................................       (156)                                                        (156)
Preferred stock dividends................................       (768)                                                        (768)
                                                           -----------------------------------------------------------------------
Net cash provided from financing activities..............      9,793          6,054            2,665                       18,512
                                                           -----------------------------------------------------------------------

Effect of translation adjustments on cash................     (7,010)        6,995             2,518                        2,504
                                                           -----------------------------------------------------------------------

Increase (decrease) in cash..............................        175         8,718            (2,611)                       6,282
Beginning of year........................................      1,657         2,705            10,075                       14,437
                                                           -----------------------------------------------------------------------
End of period............................................   $  1,832      $ 11,423         $   7,464                   $   20,719
                                                           =======================================================================


                                      Consolidated Condensed Statement of Cash Flows
                                                  (Amounts in thousands)

                                                                          For the six months ended May 31, 1999
                                                            ----------------------------------------------------------------------
                                                                         Guarantor      Nonguarantor                 Consolidated
                                                             Parent    Subsidiaries    Subsidiaries    Eliminations     Total
                                                            ----------------------------------------------------------------------

Cash flows from operating activities:
  Net cash provided from (used in)                          --------------------------------------------------------------------
    operating activities..............................      $ (8,220)     $ (2,102)       $ (3,944)     $ 10,163      $ (4,103)
                                                            --------------------------------------------------------------------

Cash flows from investing activities:
  Plant and equipment additions/transfers.............        (5,556)       (1,086)         (4,352)                    (10,994)
  Proceeds from the sale of property, plant and
    equipment.........................................         1,890                                                     1,890
  Investments in and advances to
    subsidiaries, net.................................         3,285         6,878                       (10,163)
  Net cash provided from (used in) investing                --------------------------------------------------------------------
    activities........................................          (381)        5,792          (4,352)      (10,163)       (9,104)
                                                            --------------------------------------------------------------------

Cash flows from financing activities:
  Redemption of senior notes..........................       (22,500)                                                  (22,500)
  Proceeds from 11.375% senior subordinated notes.....       209,647                                                   209,647
  Redemption of senior subordinated notes.............      (170,000)                                                 (170,000)
  Increase (decrease)in notes payable, banks..........                                        (500)                       (500)
  Increase (decrease) in cash overdraft...............          (131)           31            (483)                       (583)
  Increase in term debt...............................           641          (151)            601                       1,091
  Deferred debt issuance costs........................        (7,613)                                                   (7,613)
  Premiums paid on debt extinguishment................          (555)                                                     (555)
  Other...............................................         1,050                                                     1,050
  Preferred stock dividends...........................          (747)                                                     (747)
                                                           ---------------------------------------------------------------------
  Net cash provided from (used in) financing activities        9,792          (120)           (382)                      9,290
                                                            --------------------------------------------------------------------

  Effect of translation adjustments on cash...........                      (4,381)            603                      (3,778)
                                                            --------------------------------------------------------------------

  Increase (decrease) in cash.........................         1,191          (811)         (8,075)                     (7,695)
Beginning of year...................................             849         5,381          20,571                      26,801
                                                             -------------------------------------------------------------------
  End of period.......................................      $  2,040       $ 4,570         $12,496                     $19,106
                                                            ====================================================================

</TABLE>


Item 2.  Management's 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.

Results of Operations

Consolidated sales for the three month period ended May 31, 2000 were
$134.8 million compared to $177.0 million for the comparable 1999 three
month period. Sales for North America decreased 27.0% for the three month
period from $68.9 million in 1999 to $50.3 million in 2000. European sales
decreased 21.6% from $102.3 million in 1999 to $80.2 million in the three
month period ended May 31, 2000. African sales decreased 25.9% from $5.8
million in 1999 to $4.3 million in the 2000 three month period.

Consolidated sales for the six month period ended May 31, 2000 were $267.2
million compared to $343.2 million in the comparable 1999 six month period.
Sales for North America decreased 19.5% from $125.2 million in 1999 to
$100.8 million for the six month period in 2000. European sales decreased
24.0% from $207.8 million in 1999 to $158.0 million in 2000. African sales
decreased 15.8% from $10.1 million in the 1999 six month period to $8.5
million in the comparable 2000 period. Sales for the three and six month
periods of 2000 were adversely affected by exchange rates, especially the
weakness of the EURO, less POS sales attributable to Y2K purchases last
year, and industry declines in the distributor and commercial channels of
distribution.

Gross margins as a percent of sales (defined as net sales less cost of
sales divided by net sales) decreased from 25.6% in the three month period
ended May 31, 1999 to 21.5% in the 2000 three month period. For the six
month period ended May 31, gross margins decreased from 22.8% in 1999 to
21.3% in 2000. The decline in gross margin for the three and six month
periods of 2000 was primarily due to a greater proportion of service
contract sales which provide a lower margin than dispenser sales.

Selling, general, and administrative ("SG&A") expenses as a percent of
sales for the three and six month periods ended May 31, 2000 were 18.1% and
18.8%, respectively, compared to 15.8% and 15.6% in the three and six month
periods of 1999. These increases are due to lower sales in the three and
six month periods of 2000 compared to 1999. SG&A expenses have decreased
from $27.9 million in the three month period ended May 31, 1999 to $24.5
million in the comparable 2000 period. SG&A expenses have decreased from
$53.7 million in the six month period ended May 31, 1999 to $50.2 million
in the 2000 period. This improvement was driven by the continued
integration and rationalization of the RPS division and realization of cost
savings through these programs.

Depreciation and amortization expense for the three and six month periods
ended May 31, 2000 was $6.5 million and $12.6 million, respectively,
compared to $6.1 million and $13.0 million in the comparable 1999 periods.

Net interest expense for the three and six month periods ended May 31, 2000
was $14.9 million and $29.5 million, respectively, compared to $12.4
million and $24.7 million in the comparable 1999 periods. This increase was
due to increased borrowings, higher interest rates, and amortization of
fees associated with amending the Company's credit agreement, which are
charged to interest expense.

Foreign currency gain for the three and six month periods ended May 31,
2000 was $0.0 and $0.2 million, respectively compared to losses of $1.4
million and $2.9 million in the 1999 three and six month periods. Foreign
currency gains and losses were caused by fluctuations in the EURO and other
foreign currency exchange rates relative to the dollar. The Company
adjusted, on a monthly basis, current obligations payable in foreign
currencies, including, but not limited to, interest owed on 75,000,000 EURO
denominated senior subordinated notes.

Income taxes for the three and six month periods ended May 31, 2000 were a
benefit of $1.5 million and $1.7 million, respectively, compared to
benefits of $0.1 million and $0.5 million in the comparable three and six
month 1999 periods. These benefits resulted primarily from changes to prior
year income tax estimates.

As a result of the above mentioned items, loss applicable to common stock
was $17.7 million or $1.40 per diluted common share for the three months
ended May 31, 2000 compared to a loss applicable to common stock of $5.4
million or $0.42 per diluted common share for the same period in 1999. Loss
applicable to common stock was $38.6 million or $3.05 per diluted common
share for the six month period ended May 31, 2000, compared to a net loss
of $26.2 million or $2.07 per diluted common share for the comparable 1999
period. The six month net loss for 1999 consisted of a loss before
extraordinary loss, including preferred stock dividends, of $19.9 million
or $1.57 per diluted common share plus and extraordinary loss from debt
extinguishment of $6.2 million or $0.50 loss per diluted common share.

Liquidity and Capital Resources

Cash used in operations for the six month period ended May 31, 2000 was
$10.2 million versus $4.1 million in the comparable period of 1999. During
the six month period of 2000 the Company reduced customer receivables by
$43.6 million. The Company used these funds to reduce accounts payable and
accrued expenses by $14.3 million and $17.7 million, respectively, and for
general operating purposes.

Cash used in investing activities for the six month period ended May 31,
2000 was $4.5 million compared to a cash usage of $9.1 million in the
comparable 1999 period. The reduction in capital expenditures in the six
month period of 2000 was caused by restricting capital spending as a result
of the current liquidity situation.

Cash provided from financing activities for the six month period ended May
31, 2000 was $18.5 million compared to cash provided in the comparable 1999
period of $9.3 million. The cash provided in the 2000 period is primarily
attributable to increased borrowings from the Company's revolving credit
facility.

On December 22, 1999, the Company amended its bank credit agreement. Among
the items amended were the removal of the requirement to obtain $50.0
million through the issuance of equity type securities and the provision
for the mandatory reduction of the term loan by $50.0 million. Other terms
of the bank credit agreement that were amended include the addition of $5.7
million to the borrowing availability under the working capital facility;
changes to the consolidated net worth covenant; changes to the leverage and
senior leverage ratio covenants; changes to the minimum EBITDA covenant;
the addition of a clean down or availability covenant on the working
capital facility; and an acceleration of the termination date of the bank
credit agreement from September 24, 2004 to September 30, 2003.

In consideration for the amendment to the bank credit agreement, the
Company paid certain fees and expenses to the bank group including warrants
to purchase 16.5% of the outstanding common stock of the Company at a
purchase price of $3.95 per share. The warrants are exercisable for an
aggregate of 2,097,427 shares. The Company has the right, subject to the
terms and conditions of the New Credit Agreement, to purchase 100% of the
warrants upon termination of the New Credit Agreement or 50% by meeting
specified de-leveraging conditions at various discount rates.

The term loan under the amended bank credit agreement calls for equal
quarterly principal payments aggregating $7.3 million in 2000; $9.8 million
in 2001; and $12.2 million in 2002. The principal payments in 2003 include
equal quarterly payments in the first three quarters of $3.7 million each
with the remainder due at maturity on September 30, 2003.

The bank credit agreement requires the Company to meet certain consolidated
financial tests, including minimum level of consolidated net worth, minimum
level of EBITDA (as defined in the Bank credit agreement), minimum level of
consolidated interest coverage, maximum consolidated leverage ratio and
senior leverage ratio and minimum consolidated fixed charge coverage ratio.
The bank credit agreement also contains covenants which, among other
things, limit the incurrence of additional indebtedness, dividends,
transactions with affiliates, asset sales, acquisitions, investments,
mergers and consolidations, prepayments of certain other indebtedness,
amendments to certain other indebtedness, liens and encumbrances and other
matters customarily restricted in such agreements. The bank credit
agreement requires the Company to maintain specified financial ratios and
satisfy certain financial tests. During the year ended November 30, 1999
and in December 1999, the Company was required to enter into three
amendments to the bank credit agreement to avoid the occurrence of events
of default relating to certain financial ratios and tests.

At May 31, 2000, the Company was in violation of several of its financial
covenants under the bank credit agreement, including covenants relating to
the senior leverage ratio, total leverage ratio, interest expense coverage
ratio, fixed charge coverage ratio, minimum EBITDA and the clean down or
availability covenant on the working capital facility. Additionally, the
Company was in violation of its June 30, 2000, and July 31, 2000, clean
down or availability covenant on the working capital facility. The Company
has received waivers from its senior lenders for these violations which
expire on August 16, 2000. Management believes that the Company will be
unable to meet such financial ratios and tests in the foreseeable future.
If the waivers are not extended, or if amendments to the bank credit
agreement are not obtained, the Company will be in default under its bank
credit agreement on August 17, 2000. In the event of default, the lenders
could elect to declare all amounts borrowed under the bank credit agreement
to be due and payable, which election would also result in a default under
the indentures because of certain cross-default provisions in the
indentures. As a result, the Company has classified all of its long term
borrowings as current. In addition, management believes that the Company
will have insufficient liquidity with which to make the Senior Subordinated
Note interest payment due August 1, 2000.

As a result of the foregoing, among other reasons, the Company has
determined that the best alternative for recapitalizing the Company over
the long-term and maximizing the recovery of creditors and senior equity
interest holders of the Company is through a prepackaged plan of
reorganization for the Company and its U.S. subsidiaries pursuant to
Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code").
Toward that end, during the second and third quarters of 2000, the Company
has engaged in negotiations with representatives of the Company's senior
lenders and an informal committee (the "Committee") of holders of its Notes
regarding the terms of the plan of reorganization. On July 25, 2000, those
negotiations resulted in agreements in principle (the "Agreement") with
both groups on the terms of a plan of reorganization (the "Plan") which
sets forth the terms of a restructuring of the debt outstanding under the
Company's bank credit agreement and the Notes.

In summary, the Plan, if accepted by certain classes of creditors whose
votes will be solicited and, if confirmed by a bankruptcy court, would
provide, among other things, that: (i) the existing bank credit agreement
will be restructured to comprise a 5 year senior term facility of $140
million, and a 5 year trust debt facility of $100 million on which trust
debt interest will be accrued but not paid until at least December 31,
2002; (ii) the Company's bank group will provide, in addition to the $240
million facilities detailed above, a debtor-in-possession facility of $50
million, which will be converted into a revolving facility upon the
Company's emergence from the reorganization and will receive nominal price
warrants for 10% of the equity of the Company; (iii) the holders of the
Notes will receive 90% of the equity of the Company, subject to dilution
for warrants to be issued to existing shareholders and management options,
upon exchange of their Notes; (iv) the Company's employees' rights to
receive cash redemption of preferred stock held by the Company's Employee
Stock Option Plan will be preserved, and; (v) existing common stock will be
cancelled and existing holders of common stock will receive "out of the
money" warrants. The Company will continue to pay its employees and
unsecured trade creditors in the normal course of business. The
restructuring plan will include continuing payment of these obligations
during the restructuring period.

The Company is currently preparing documentation to reflect the terms of
the Plan and to solicit acceptances of the Plan from the senior lenders and
holders of Notes. The Company expects to be in a position to commence such
solicitation shortly and anticipates that such solicitation will be
conducted over a period of approximately one month. Immediately following
the completion of the solicitation, assuming the requisite acceptances by
certain classes of creditors are obtained, the Company and its U.S.
subsidiaries expect to commence cases under Chapter 11 of the Bankruptcy
Code. Upon such commencement, the Company intends to ask the bankruptcy
court to set a hearing on confirmation of the Plan as expeditiously as
possible.

Notwithstanding the foregoing, there can be no assurance that the Company
will be in a position to commence the Chapter 11 proceedings as
expeditiously as contemplated; that requisite acceptances of the Plan will
be obtained; that the terms of the Plan will not change; that the
bankruptcy court, if and when Chapter 11 proceedings are commenced, will
confirm the Plan (whether or not requisite acceptances are obtained) within
the anticipated time frame or at all; or that the Plan will be consummated
(even if it is confirmed). Furthermore, even if the Company is successful
in implementing the Plan or any of its other strategic alternatives and
initiatives, no assurance can be given as to the effect of any such success
on the Company's results of operations or financial condition.

In connection with the Company's restructuring efforts, the Company has
decided not to make the August 1, 2000 interest payments on its Notes.
Following a 30 day grace period, the continued deferral of the interest
payments on the Notes will constitute a default pursuant to the respective
indentures under which the securities were issued and will also constitute
a default under the Company's existing bank credit facility. Additionally,
the Company is currently operating under a waiver of certain financial
covenant defaults and other defaults with respect to its bank credit
facility, which waiver expires on August 16, 2000, and is in discussions
with the lenders party to the bank credit facility concerning an extension
of such waiver.

The accompanying financial statements have been prepared on a going concern
basis, which contemplates continuity of operations, realization of assets
and liquidation of liabilities in the ordinary course of business. As a
result of the proposed reorganization proceedings, or any other action that
the Company may be required to take, the Company may have to sell or
otherwise dispose of assets and liquidate or settle liabilities for amounts
different than those reflected in the financial statements. Further, a plan
of reorganization approved by the bankruptcy court could materially change
the amounts currently recorded in the financial statements. The financial
statements do not give effect to all adjustments to the carrying value of
assets, or amounts and reclassification of liabilities that might be
necessary as a consequence of these proposed reorganization proceedings or
any other actions that the Company may be required to take. The
appropriateness of using the going concern basis is dependent upon, among
other things, confirmation of the plan of reorganization, success of future
operations and the ability to generate sufficient cash flows from
operations and financial sources to meet obligations.

As part of the purchase price of the RPS Division, the Company has provided
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. The Company has incurred $2.3 million of
expenditures in the the six month period ended May 31, 2000 and expects to
incur an additional $6.3 million which consists of $6.0 million of
involuntary termination costs to reduce redundant staffing levels,
approximately $0.1 million of facility closure and other exit costs, and
approximately $0.2 million associated with lease breakage fees. These costs
have been aggregated and included in accrued liabilities. These amounts do
not include costs associated with the consolidation of previously existing
Tokheim subsidiaries, which will be expensed as incurred, nor do these
costs benefit future periods. The Company estimates the cash expenditures
necessary to close or consolidate certain of the existing Tokheim
subsidiaries to approximate $3.0 million in 2000, of which $1.0 million was
incurred in the six month period ended May 31, 2000.

Through the planning and corrective actions identified by the Company's
Year 2000 program office, the Company did not experience any system
critical failures. The Company incurred costs of approximately $4.0 million
related to the Year 2000 program office. The Year 2000 program office was
officially closed on January 31, 2000.

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
Condensed Financial Statements as of May 31, 2000. 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.


PART II.  OTHER INFORMATION


Item 1.   Legal Proceedings


On February 29, 2000, a three member arbitration panel ruled in favor of
Bennett Pump Company ("Bennett") concerning arbitration between the Company
and Bennett. The dispute concerned the minimum purchase requirements by the
Company for Bennett's products over a five year period beginning September
1, 1996. The Company has maintained it could reduce the minimum purchase
commitment by not ordering any pumping units and pay Bennett for the lost
profit on the pumping units not ordered. The arbitration panel ruled that
the minimum purchase agreement entered into as part of the Sofitam
acquisition could not be reduced. The Company was required to pay a one
time payment of $1.2 million for the shortfall in purchases in 1998 and
1999 and $1.6 million for the shortfall in purchases in 2000 and 2001,
which were discounted to present value. The payment of $2.8 million was
charged against this liability. The Company had elected not to purchase any
additional units from Bennett due to quality and delivery problems that it
had experienced with Bennett. The Company is currently building the
required pumping unit in-house.

In December 1997, the Company acquired Management Solutions, Inc. ("MSI").
MSI develops and distributes retail automation systems (includes POS
software), primarily for the convenience store, petroleum dispensing and
fast food service industries. The Company paid MSI's stockholders an
initial amount of $12.0 million. The Company is also obligated to make
contingent payments of up to $13.2 million through 2000 based upon MSI's
performance. The Company was not obligated to make any performance payments
in 1999 or 1998 under the purchase agreement. The four former shareholders
of MSI filed a $30.0 million arbitration claim against the Company with the
American Arbitration Association on July 7, 1999 alleging fraud, breach of
contract, tortious interference with contractual relations and breach of
implied covenant of good faith and fair dealing. The claims relate to the
Company's acquisition of MSI in 1997 and the termination for cause of its
president and chief executive officer in February 1999. The Company has
filed counterclaims and is also seeking damages in excess of $4.0 million
for breaches of representations and warranties in the purchase agreement.
The Company believes that the claims of the former shareholders are without
merit and will vigorously defend against the allegations.

New York Stock Exchange

On February 18, 2000, the Company announced that it failed to meet newly
effective New York Stock Exchange ("NYSE") continued listing standards
requiring total market capitalization and total stockholders equity of not
less than $50.0 million each. The Company submitted a plan on January 31,
2000 to the Listings and Compliance Committee (the "NYSE Committee") of the
NYSE demonstrating how the Company planned to comply with the newly
effective standards. Based upon management estimates, the Company believed
it would satisfy the new standards of the NYSE.

After reviewing the plan, the NYSE Committee informed the Company in a
letter dated April 6, 2000, that it had agreed to accept the Company's
submitted plan, and that senior NYSE management had acknowledged such
acceptance. As a result, the NYSE was prepared to continue the listing of
the Company at that time. The NYSE would perform quarterly reviews during
the 18 months from receipt of its initial December 30, 1999 letter to the
Company for compliance with the goals and initiatives as outlined in the
Company's plan. Failure to achieve these goals could result in the Company
being subject to NYSE trading suspension at the point the initiative or
goal was not met.

The Company was informed that it would need to achieve the new minimum
continued listing standards of market capitalization of not less than $50.0
million and total stockholders' equity of not less $50.0 million at the end
of the 18 month plan period. Failure to achieve any of the minimum
requirements at the appropriate time would result in the Company being
suspended by the NYSE with application made to the SEC to delist the
Company's common stock.

During the first quarterly review, the Company advised the NYSE that, due
to continuing low levels of business activity, it had decided not to
proceed with a key element of the plan. On July 3, 2000, the Company was
notified that it would be delisted from the NYSE as of July 14, 2000, for
failing to meet the continued listing criteria. The Company's common stock
began trading on the OTC Bulletin Board on Friday July 14, 2000, under the
symbol "TOKM".

Item 6. Exhibits and Reports on Form 8-K

        a. Exhibits

     Exhibit No.                    Document

        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 Company'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 Company'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 Company'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
               Company'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 Company'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
               Company'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
               Company's Current Report on Form 8-K/A dated October 1,
               1998).

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

        4.4    12% Senior Subordinated Note due January 28, 1999 in the
               amount of $170,000,000 (incorporated herein by reference to
               the Company's Current Report on Form 8-K/A dated October 1,
               1998).

        4.5    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 Company's Current
               Report on Form 8-K/A dated October 1, 1998).

        4.6    12% Junior Subordinated Note due 2008 in the amount of
               $40,000,000 (incorporated herein by reference to the
               Company's Current Report on Form 8-K/A dated October 1,
               1998).

        4.7    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 Company's Current
               Report on Form 8-K/A dated October 1, 1998).

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

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

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

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

        4.12   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 Company's Current Report on Form 8-K/A
               dated October 1, 1998).

        4.13   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 Company's Annual Report on Form 10-K,
               for the year ended September 30, 1998).

        4.14   Consent and Amendment No. 1 to Amended and Restated Credit
               Agreement, dated as of January 11, 1999 (incorporated herein
               by reference to the Company's Quarterly Report on Form 10-Q,
               for the quarter ended February 28, 1999).

        4.15   Amendment No. 2 to Amended and Restated Credit Agreement,
               dated as of March 1, 1999 (incorporated herein by reference
               to the Company's Quarterly Report on Form 10-Q, for the
               quarter ended February 28, 1999).

        4.16   Amendment No. 3 to Second Amended and Restated Credit
               Agreement, dated as of February 27, 1999 (incorporated
               herein by reference to the Company's Quarterly Report on
               Form 10-Q, for the quarter ended February 28, 1999).

        4.17   Amendment No. 4 and Waiver to Second Amended and Restated
               Credit Agreement, dated as of October 14, 1999 (incorporated
               herein by reference to the Company's Quarterly Report on
               Form 10-Q, for the quarter ended August 31, 1999).

        4.18   Amendment No. 5 to Second Amended and Restated Credit
               Agreement, dated as of December 22, 1999 (incorporated
               herein by reference to the Company's Annual Report on Form
               10-K, for the year ended September 30, 1999).

        4.19   Amendment No. 6 to Second Amended and Restated Credit
               Agreement, dated as of December 22, 1999.

        4.20   Warrant and Registration Rights Agreement, dated as of
               December 22, 1999, among Tokheim Corporation, Bank One,
               Indiana, National Association, Credit Lyonnais, Chicago
               Branch, Bankers Trust Company, ABN Amro Bank, N.V., Credit
               Agricole Indosuez, Harris Trust and Savings Bank, Compagnie
               Financiere de Cic et de L'Union Europeene, Mercantile Bank
               N.A., The Provident Bank, Finova Capital Corporation,
               Imperial Bank, Natexis Banque BFCE, Bank Polska Kasa Opieke
               S.A.-- Pekao S.A. Group, New York Branch, Senior Debt
               Portfolio, Eaton Vance Senior Income Trust, Oxford Strategic
               Income Fund, Octagon Loan Trust, Octagon Investment Partners
               II, LLC, Indosuez Capital Funding IIA, Limited, Indosuez
               Capital Funding IV, L.P., Alliance Investment Opportunities
               Fund, L.L.C., Amsouth Bank and ARES Leveraged Investment
               Fund II, L.P. (incorporated herein by reference to the
               Company's Annual Report on Form 10-K, for the year ended
               September 30, 1999).

        4.21   Form of Warrant Certificate, dated as of December 22, 1999
               (incorporated herein by reference to the Company's Annual
               Report on Form 10-K, for the year ended September 30, 1999).

        4.22   Dollar Notes Indenture, dated as of January 29, 1999, among
               Tokheim Corporation, certain subsidiary guarantors of
               Tokheim Corporation, and U.S. Bank Trust National
               Association, as trustee (incorporated herein by reference to
               Amendment No. 140 to the Company's Registration Statement on
               Form S-4, dated June 15, 1999, as amended).

        4.23   Euro Notes Indenture, dated as of January 29, 1999, among
               Tokheim Corporation, certain subsidiary guarantors of
               Tokheim Corporation, and U.S. Bank Trust National
               Association, as trustee (incorporated herein by reference to
               Amendment No. 140 to the Company's Registration Statement on
               Form S-4, dated June 15, 1999, as amended).

        4.24   Dollar Registration Rights Agreement, dated as of January
               29, 1999, among Tokheim Corporation, BT Alex. Brown
               Incorporated, Credit Lyonnais Securities (USA) Inc., 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 Company's Annual Report on Form 10-K, for
               the year ended November 30, 1998).

        4.25   Euro Registration Rights Agreement, dated as of January 29,
               1999, among Tokheim Corporation, BT Alex. Brown
               Incorporated, Credit Lyonnais Securities (USA) Inc., 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 Company's Annual Report on Form 10-K, for
               the year ended November 30, 1998).

        10.1   Tokheim Corporation 1992 Stock Incentive Plan, established
               December 15, 1992 (incorporated herein by reference to the
               Company'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 Company'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 Company's Report on
               Form 10-Q/A, for the quarter ended February 29, 1996).

        10.4   Tokheim Corporation Deferred Compensation Plan (incorporated
               herein by reference to the Company's Report on Form 10-Q,
               for the quarter ended August 31, 1999).

        10.5   Tokheim Corporation Supplemental Executive Retirement Plan
               (incorporated herein by reference to the Company's Report on
               Form 10-Q, for the quarter ended August 31, 1999).

        10.6   Employment Agreement, dated July 15, 1999, between Tokheim
               Corporation and Douglas K. Pinner (incorporated herein by
               reference to the Company's Report on Form 10-Q, for the
               quarter ended August 31, 1999).

        10.7   Employment Agreement, dated May 15, 2000, between Tokheim
               Corporation and Robert L. Macdonald.

        10.8   Employment Agreement, dated July 15, 1999, between Tokheim
               Corporation and John A. Negovetich (incorporated herein by
               reference to the Company's Report on Form 10-Q, for the
               quarter ended August 31, 1999).

        10.9   Employment Agreement, dated July 15, 1999, between Tokheim
               Corporation and Jacques St-Denis (incorporated herein by
               reference to the Company's Report on Form 10-Q, for the
               quarter ended August 31, 1999).

        10.10  Employment Agreement, dated July 15, 1999, between Tokheim
               Corporation and Norman L. Roelke (incorporated herein by
               reference to the Company's Report on Form 10-Q, for the
               quarter ended August 31, 1999).

        10.11  Employment Agreement, dated July 15, 1999, between Tokheim
               Corporation and Scott A. Swogger (incorporated herein by
               reference to the Company's Report on Form 10-Q, for the
               quarter ended August 31, 1999).

        10.12  Technology License Agreement, effective as of December 1,
               1997, between Tokheim Corporation and Gilbarco, Inc.
               (incorporated herein by reference to the Company's Annual
               Report on Form 10-K, for the year ended November 30, 1997).

        10.13  Tokheim Corporation 1997 Incentive Plan (incorporated herein
               by reference to the Company's Annual Report on Form 10-K,
               for the year ended November 30, 1997).

        10.14  Employment Agreement, dated December 31, 1997, between
               Management Solutions, Inc. and Arthur S. Elston
               (incorporated herein by reference to the Company's Annual
               Report on Form 10-K, for the year ended November 30, 1997).

        11.1   Statement re computation of per share earnings.

        27.1   Financial Data Schedule.

            b. Reports on Form 8-K

            None.


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:                            /s/ Douglas K. Pinner
                                 ---------------------
                                 Chairman, President and Chief Executive
                                 Officer


Date:                            /s/ Robert L. MacDonald
                                 ----------------------
                                 Executive Vice-President, Finance
                                 and Chief Financial Officer


Exhibit Index



      Exhibit
        No.     Document
      -------   --------

        4.19   Amendment No. 6 to Second Amended and Restated Credit
               Agreement, dated as of December 22, 1999.

        10.7   Employment Agreement, dated May 15, 2000, between Tokheim
               Corporation and Robert L. Macdonald.

        11.1   Statement re computation of per share earnings.

        27.1   Financial Data Schedule.