<PAGE>

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q

(Mark One)

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

For the quarterly period ended August 31, 1999

Commission File Number 1-6018

TOKHEIM CORPORATION
(Exact name of Registrant as specified in its charter)

INDIANA                                               35-0712500
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                     Identification No.)

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

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

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

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

     Yes (X)        No

As of August 31, 1999, 12,671,383 shares of voting common stock were
outstanding.

The exhibit index is located on page 21.
<PAGE>

PART I.     FINANCIAL INFORMATION

Item 1.   Financial Statements

TOKHEIM CORPORATION AND SUBSIDIARIES


Consolidated Condensed Statement of Earnings
(Amounts in thousands except amounts per share)

<TABLE>
<CAPTION>
                                                             (UNAUDITED)                              (UNAUDITED)
                                                         Three Months Ended                        Nine  Months Ended
                                                     August 31,       August 31,              August 31,       August 31,
                                                        1999             1998                    1999             1998
                                                   -------------------------------          --------------------------------
<S>                                                <C>                                      <C>
NET SALES......................................... $   169,170        $    101,492          $    512,374        $    291,997

Cost of sales, exclusive of items listed below....     128,927              73,782               393,999             213,975
Selling, general, and administrative expenses.....      25,023              18,298                78,729              53,192
Depreciation and amortization.....................       6,319               2,681                19,279               7,799
Merger and acquisition costs and other unusual
 items............................................       1,292                 263                 6,115               6,596
                                                   -----------        ------------          ------------        ------------
                 Operating profit                        7,609               6,468                14,252              10,435
                                                   -----------        ------------          ------------        ------------

Interest expense, net.............................      13,279               2,549                37,944               9,882
Foreign currency  (gain) loss ....................        (483)                (33)                2,372                (813)
Minority interest.................................          (2)                227                    88                 289
Other (income), net ..............................         261                 (54)               (1,048)               (332)
                                                   -----------        ------------          ------------        ------------

Earnings (loss) before income taxes and
 extraordinary item...............................      (5,446)              3,779               (25,104)              1,409
Income taxes......................................           2                 850                  (480)              1,658
                                                   -----------        ------------          ------------        ------------

Earnings (loss) before extraordinary item.........      (5,448)              2,929               (24,624)               (249)
Extraordinary loss on debt extinguishment.........          --                  --                (6,249)             (4,965)
                                                   -----------        ------------          ------------        ------------
               NET EARNINGS (LOSS)                 $    (5,448)       $      2,929          $    (30,873)       $     (5,214)
                                                   ===========        ============          ============        ============
Preferred stock dividends......................... $      (376)       $       (370)         $     (1,124)       $     (1,113)

     Earnings (loss) applicable to common stock... $    (5,824)       $      2,559          $    (31,997)       $     (6,327)

Earnings (loss) per common share:
   Basic:
     Before extraordinary loss.................... $     (0.46)       $       0.20          $      (2.03)       $      (0.12)
     Extraordinary loss on debt extinguishment....          --                  --                 (0.49)              (0.45)
                                                   -----------        ------------          ------------        ------------
     Net earnings (loss).......................... $     (0.46)       $       0.20          $      (2.52)       $      (0.57)
                                                   ===========        ============          ============        ============
     Weighted average shares outstanding..........      12,670              12,631                12,667              10,925

   Diluted:
     Before extraordinary loss.................... $     (0.46)       $       0.19          $      (2.03)       $      (0.12)
     Extraordinary loss on debt extinguishment....          --                  --                 (0.49)              (0.45)
                                                   -----------        ------------          ------------        ------------
     Net earnings (loss).......................... $     (0.46)       $       0.19          $      (2.52)       $      (0.57)
                                                   ===========        ============          ============        ============
     Weighted average shares outstanding..........      12,670              13,618                12,667              10,925
</TABLE>

                                       2
<PAGE>

<TABLE>
<CAPTION>

TOKHEIM CORPORATION AND SUBSIDIARIES
--------------------------------------------------------------------------------

Consolidated Condensed Balance Sheet
(In thousands)                                      (UNAUDITED)
                                                     August 31,         November 30,
                                                        1999                1998
                                                    --------------------------------
<S>                                                 <C>                <C>
ASSETS
Current assets:
Cash and cash equivalents......................... $     20,985        $     26,801
Accounts receivable, net..........................      150,880             172,693
Inventories:
   Raw materials and supplies.....................       58,795              70,545
   Work in process................................       15,503              27,418
   Finished goods.................................       30,839              25,070
                                                   ------------        ------------
                                                        105,137             123,033

Other current assets..............................       16,923              19,139
                                                   ------------        ------------
Total current assets..............................      293,925             341,666


Property, plant, and equipment, net...............       75,895              77,905
Other tangible assets.............................        2,226               4,873
Goodwill, net.....................................      296,307             324,113
Other non-current assets and deferred
 charges, net.....................................       36,667              28,085
                                                   ------------        ------------
Total assets...................................... $    705,020        $    776,642
                                                   ============        ============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current maturities of long-term debt..............       57,629               2,110
Notes payable to banks............................          194                 410
Cash overdrafts...................................       19,852              15,064
Accounts payable..................................       73,297              95,322
Accrued expenses..................................      116,584             136,164
                                                   ------------        ------------
Total current liabilities.........................      267,556             249,070

Notes payable, bank credit agreement..............      147,520             182,145
Senior notes......................................           --              22,500
Senior subordinated notes.........................      202,298             170,000
Junior subordinated Payment In Kind note..........       43,709              40,000
Other long-term debt, less current maturities.....        3,616               4,115
Guaranteed Employees' Stock Ownership Plan
  obligation......................................        5,029               6,987
Post-retirement benefit liability.................       14,883              14,418
Minimum pension liability.........................        3,135               3,135
Other long-term liabilities.......................        5,739               7,511
                                                   ------------        ------------
                                                        693,485             699,881
                                                   ============        ============

Redeemable convertible preferred stock............       24,000              24,000
Guaranteed Employees' Stock Ownership Plan
  obligation......................................       (5,029)             (6,987)
Treasury stock, at cost...........................       (4,156)             (4,883)
                                                   ------------        ------------
                                                         14,815              12,130
                                                   ------------        ------------

Common stock......................................       90,375              90,354
Common stock warrants.............................       20,000              20,000
Minimum pension liability.........................       (3,135)             (3,135)
Foreign currency translation adjustments..........      (58,697)            (22,598)
Accumulated deficit...............................      (51,291)            (19,295)
                                                   ------------        ------------
                                                         (2,748)             65,326
Less treasury stock, at cost......................         (532)               (695)
                                                   ------------        ------------
                                                         (3,280)             64,631
                                                   ------------        ------------
Total liabilities and shareholders' equity........ $    705,020        $    776,642
                                                   ============        ============
</TABLE>
                                       3
<PAGE>

TOKHEIM CORPORATION AND SUBSIDIARIES
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Consolidated Condensed
Statement of Cash Flows                                                   (UNAUDITED)
(In thousands)                                                         Nine Months Ended
                                                                     August 31,  August 31,
                                                                       1999       1998
                                                                    ------------------------
<S>                                                                   <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.......................................................... $  (30,873)  $  (5,214)
Adjustments to reconcile net loss to cash used in operations:
       Write-off of in process research and development...........         --       5,879
       Payment in kind interest...................................      3,709          --
       Extraordinary loss on debt extinguishment..................      6,249       4,965
       Depreciation and amortization..............................     19,279       8,930
       Gain on sale of property and equipment.....................     (1,240)          2
    Changes in assets and liabilities:
        Accounts receivable, net..................................     11,686       3,559
        Inventories...............................................     11,924          97
        Accounts payable..........................................    (17,334)     (9,356)
        Accrued expenses..........................................    (14,394)     (5,730)
        Long term deferred assets.................................     (2,610)         --
        Other.....................................................     (6,989)     (4,732)
                                                                  ------------  ----------
Net cash used in operating activities.............................    (20,593)     (1,600)
                                                                  ------------  ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition, net of cash acquired.................................         --     (12,137)
Proceeds from the sales of property and equipment.................      3,842         411
Plant and equipment additions.....................................    (15,695)     (7,390)
                                                                  ------------  ----------
Net cash used in investing activities.............................    (11,853)    (19,116)
                                                                  ------------  ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Redemption of senior notes........................................    (22,500)         --
Proceeds from senior subordinated notes..........................     209,647          --
Redemption of senior subordinated notes...........................   (170,000)    (35,382)
Increase (decrease) in other debt.................................       (280)         --
Increase (decrease) in notes payable, banks.......................     21,000      (4,594)
Increase in cash overdraft........................................      5,830       2,215
Equity issuance costs.............................................         --      (4,885)
Deferred debt issuance costs......................................     (8,066)         --
Proceeds from issuance of common stock............................         22      73,281
Premiums paid on debt extinguishment..............................       (555)     (3,450)
Other.............................................................        890        (760)
Preferred stock dividends.........................................     (1,124)     (1,113)
                                                                  ------------  ----------
Net cash provided from financing activities.......................     34,864      25,312
                                                                  ------------  ----------
EFFECT OF TRANSLATION ADJUSTMENT ON CASH..........................     (8,234)       (939)

CASH AND CASH EQUIVALENTS:
Increase (decrease) in cash......................................      (5,816)      3,657
Beginning of year.................................................     26,801       6,438
                                                                  ------------  ----------
End of period.....................................................  $  20,985   $  10,095
                                                                  ============  ==========
</TABLE>

                                       4
<PAGE>

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 statement of the interim periods presented.
This report includes information in a condensed format and should be read in
conjunction with the audited consolidated financial statements included in
Tokheim Corporation's (the "Company") Annual Report to Shareholders for the year
ended November 30, 1998. The results of operations for the three and nine months
ended August 31, 1999 are not necessarily indicative of the results  expected
for the full year or any other interim period.

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


1.  NEW ACCOUNTING PRONOUNCEMENTS

SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information," and SFAS No. 132, "Employers' Disclosures about Pensions and
Other Postretirement Benefits," are effective for the year ending November 30,
1999. In the opinion of management, these statements will not have a material
impact on the Company's financial position, results of operations, or cash flows
since they are "disclosure only" standards. The Company is currently
evaluating the impact that SFAS No. 131 will have on its current segment
groupings. SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities" was issued in June 1998 and is effective for the year ending
November 30, 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. Management has not yet
determined the impact of this statement on the Company's consolidated financial
statements.

The Company will adopt SFAS No. 130, "Reporting Comprehensive Income", for the
year ending November 30, 1999 by including a separate statement of comprehensive
income as part of the consolidated financial statements.  Total comprehensive
loss for the three and nine month periods ended August 31, 1999  was $41.6
million and $67.0 million compared to earnings of  $1.6 million and a loss of
$6.5 million in the comparable 1998 periods.  The other components of
comprehensive loss in addition to net loss for the three and nine month periods
consist of foreign currency translation adjustments and minimum pension
liability.


2.  SENIOR SUBORDINATED NOTES

On January 26, 1999, the Company issued $123.0 million aggregate principal
amount of 11.375% Senior Subordinated Notes due 2008 (the "Dollar Notes") and
Euro 75.0 million ($87.0 million equivalent) aggregate principal amount of
11.375% Senior Subordinated Notes due 2008 (the "Euro Notes") in a private
placement pursuant to Rule 144A (the "Offering"). The Notes will mature on
August 1, 2008, and interest is payable semi-annually on February 1 and August 1
of each year, commencing August 1, 1999. The Company used the net proceeds from
the Offering to redeem in whole, the $170.0 million Senior Subordinated Seller
Notes and the $22.5 million Senior Notes. In addition, the Company used
approximately $9.1 million of the net proceeds to reduce borrowings under the
revolving credit facility under the New Credit Agreement and to permanently
reduce the bank revolving credit commitment from $120.0 million to $110.0
million.

The Company has designated the Euro 75.0 million of Senior Subordinated Notes as
a hedge instrument against its' foreign denominated intercompany long term notes
receivable held by domestic subsidiaries. As such, any gains or losses on
translation of these notes to U.S. dollars are recorded in the Shareholders
Equity section of the balance sheet. For the nine months ended August 31, 1999
the Company recognized $7.7 million currency translation gain due to the
devaluation of the Euro as compared to the U.S. dollar.

                                       5
<PAGE>

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

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

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

Optional Redemption upon Public Equity Offerings.

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

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

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

The Company has filed the Exchange Offer Registration Statement described above
and the Exchange Offer Registration Statement was declared effective by the
Commission on September 22, 1999. The

                                       6
<PAGE>

Exchange Offer is currently being conducted, and the Company is offering the
Exchange Notes in Exchange for surrender of the Euro Notes and Dollar Notes.

The Company failed to have the Exchange Offer Registration Statement declared
effective within 150 days of the Issue Date. As such, the Company was obligated
to pay the holders of the Dollar Notes and the Euro Notes an additional interest
premium of 0.5% until September 22, 1999, the date the Exchange Offer
Registration Statement was declared effective. In addition, the Company has
failed to consummate the Exchange Offer within 195 days of the Issue Date. As
such, the Company is obligated to pay the holders of the Dollar Notes and the
Euro Notes an additional premium of 0.5% from the date the Exchange Offer
Registration Statement was declared effective until the date the Exchange Offer
is consummated, subject to an additional increase of 0.5% after 90 days and for
each 90 day period thereafter (up to a maximum of 1.0% per annum).


3.  ACQUISITION

On September 30, 1998, the Company completed the acquisition of the RPS division
of Schlumberger Limited. As part of the purchase price, the Company issued
warrants exercisable for five years, beginning on January 30, 1999 to purchase
at a nominal price, 2,526,923 shares of the Company's common stock. The warrants
are considered potential common stock under the guidelines of SFAS No. 128
"Earnings Per Share" for purposes of calculating diluted earnings per share and
will be reflected as shares outstanding when the Company is in an earnings
position.

As part of the purchase price of the RPS division, the Company has provided
$20.3 million for certain costs it expects to incur to close down redundant
operations in connection with the reorganization and rationalization of the RPS
division's operations.  As of  August 31, 1999, the Company has incurred and
charged approximately $11.1 million against this accrued liability for projects
initiated since the acquisition date, leaving a remaining balance of $9.2
million. The Company expects to incur in excess of $2.8 million of
restructuring charges in the fourth quarter of 1999. In addition, at November
30, 1998 the Company established a restructuring reserve related to the closure
of its Glenrothes, Scotland location in the amount of $5.1 million.  For the
nine month period ended August 31, 1999, the Company incurred costs of $4.6
million which were charged against the reserve leaving a remaining balance of
$0.5 million.  These charges relate to severance costs and facility closure
expenses.  The Company expects the closure of this facility to be completed
during the fourth quarter of 1999.

4.  BANK CREDIT AGREEMENT

During the quarter ended August 31, 1999, the Company failed to satisfy certain
financial covenants contained in its New Credit Agreement. The Company has
received waivers relating to the financial covenant defaults for the fiscal
quarter ended August 31, 1999 and has also amended its New Credit Agreement to,
among other things, amend the related financial covenants that cover the
Company's fourth fiscal quarter of 1999 and periods thereafter. In connection
with amending the New Credit Agreement, the Company has agreed to obtain $50.0
million by issuing new equity type securities and pay down the New Credit
Agreement balance on or before January 25, 2000. The Company believes that it
can obtain such additional equity on or before January 25, 2000 or complete
alternative refinancing arrangements and meet the amended financial covenants in
future periods. As such, the Company has reclassified $50.0 million of the
indebtedness under the New Credit Agreement to current liabilities. However,
there can be no assurance that the $50.0 million in additional equity type
securities will be obtained by the Company nor that alternative refinancing can
be secured and the failure to do so would create an event of default under the
amended New Credit Agreement. See further discussion in Management's Discussion
and Analysis of Financial Condition and Results of Operations.

                                       7
<PAGE>


5.  Guarantor and Nonguarantor Financial Statements

The Dollar Notes and the Euro Notes are, and the exchange notes which will be
issued in the exchange offer for the Dollar Notes and the Euro Notes will be,
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 condensed consolidating financial information presents: (1)
Condensed consolidating financial statements as of August 31, 1999 and August
31, 1998 and for the nine months ended August 31, 1999 and 1998, of (a) Tokheim
Corporation, the parent; (b) the guarantor subsidiaries; (c) the nonguarantor
subsidiaries; and (d) the Company on a consolidated basis, and (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 balances and transactions. 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 to investors.

                                       8
<PAGE>



                  CONSOLIDATED CONDENSED STATEMENT OF EARNINGS

                   For the nine months ended August 31, 1999
                            (Amounts in thousands)
<TABLE>
 <CAPTION>
                                                                           Guarantor   Nonguarantor                Consolidated
                                                              Parent     Subsidiaries  Subsidiaries  Eliminations     Total
                                                            ----------    ------------  ------------  ------------  ----------
<S>                                                         <C>          <C>           <C>           <C>           <C>
Net sales.................................................  $  121,653   $  68,050     $  332,923    $  (10,252)    $  512,374
Cost of sales, exclusive of items listed below............      93,104      47,608        263,539       (10,252)       393,999
Selling, general, and administrative expenses.............      20,429      19,946         38,353            --         78,729
Depreciation and amortization.............................       3,755       3,465         12,060            --         19,279
Merger and acquisition costs and other unusual items......         887         686          4,541            --          6,115
                                                            ----------   ---------     ----------    ----------     ----------
Operating profit (loss)...................................       3,478      (3,656)        14,430             0         14,252
Interest (income) expense, net............................      10,169        (327)        28,101            (0)        37,944
Foreign currency loss.....................................         316         800          1,256            --          2,372
Equity in (earnings) loss of consolidated subsidiaries....      12,874          --             --       (12,874)            --
Minority interest.........................................          --          --             88            --             88
Other (income) expense, net...............................       4,689     (23,909)        18,172            --         (1,048)
                                                            ----------   ---------     ----------    ----------     ----------
Earnings (loss) before income taxes.......................     (24,570)     19,779        (33,187)       12,874        (25,104)
Income taxes..............................................          54        (335)          (198)           (1)          (480)
                                                            ----------   ---------     ----------    ----------     ----------
Earnings (loss) before extraordinary item.................     (24,624)     20,114        (32,989)       12,875        (24,624)
Extraordinary loss on debt extinguishment.................      (6,249)         --             --            --         (6,249)
                                                            ----------   ---------     ----------    ----------     ----------
Net earnings (loss).......................................  $  (30,873)  $  20,114     $  (32,989)   $   12,875     $  (30,873)
                                                            ==========   =========     ==========    ==========     ==========
</TABLE>
                                       9
<PAGE>

                  CONSOLIDATED CONDENSED STATEMENT OF EARNINGS

                   For the nine months ended August 31, 1998
                            (Amounts in thousands)
<TABLE>
 <CAPTION>
                                                                           Guarantor   Nonguarantor                Consolidated
                                                              Parent     Subsidiaries  Subsidiaries  Eliminations     Total
                                                            ----------    ------------  ------------  ------------  ----------
<S>                                                         <C>          <C>           <C>           <C>           <C>
Net sales.................................................  $  110,264   $  43,658     $  151,182    $  (13,106)    $  291,997
Cost of sales, exclusive of items listed below............      83,607      27,821        115,653       (13,106)       213,975
Selling, general, and administrative expenses.............      24,163       8,189         20,840            --         53,192
Depreciation and amortization.............................       3,017         661          4,121            --          7,799
Merger and acquisition costs and other unusual items......       6,218          --            378            --          6,596
                                                            ----------   ---------     ----------    ----------     ----------
Operating profit (loss)...................................      (6,741)      6,987         10,190            (0)        10,435
Interest (income) expense, net............................       2,973         (59)         6,968            (0)         9,882
Foreign currency loss.....................................        (932)        (30)           148            --           (813)
Equity in (earnings) loss of consolidated subsidiaries....      (3,946)         --             --         3,946             --
Minority interest.........................................          --          --            289            --            289
Other (income) expense, net...............................      (4,648)     (1,328)         5,643            --           (332)
                                                            ----------   ---------     ----------    ----------     ----------
Earnings (loss) before income taxes.......................        (188)      8,404         (2,858)       (3,946)         1,409
Income taxes..............................................          61         426          1,214           (41)         1,658
                                                            ----------   ---------     ----------    ----------     ----------
Earnings (loss) before extraordinary item.................        (249)      7,978         (4,072)       (3,905)          (249)
Extraordinary loss on debt extinguishment.................      (4,965)         --             --            --         (4,965)
                                                            ----------   ---------     ----------    ----------     ----------
Net earnings (loss).......................................  $   (5,214)  $   7,978     $   (4,072)   $   (3,905)    $   (5,214)
                                                            ==========   =========     ==========    ==========     ==========
</TABLE>
                                      10

<PAGE>


                 CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS

                   For the nine months ended August 31, 1999
                            (Amounts in thousands)

<TABLE>
<CAPTION>
                                                Guarantor      Nonguarantor                   Consolidated
                                Parent         Subsidiaries    Subsidiaries   Eliminations       Total
                               ---------       ------------    ------------   ------------    ------------
<S>                            <C>             <C>             <C>            <C>             <C>
CASH FLOWS FROM
 OPERATING ACTIVITIES:
  Net cash provided by
   (used in) operations.       $ (30,303)          $  1,668        $ (4,832)      $ 12,874       $ (20,593)
CASH FLOWS FROM
 INVESTING ACTIVITIES:
  Plant and equipment
   additions............         (12,180)             2,550          (6,065)            --         (15,695)
  Proceeds from sale of
   property and
   equipment............           8,535             (6,950)          2,257             --           3,842
  Investments in and
   advances to
   subsidiaries, net....          12,874                 --              --        (12,874)             --
                               ---------           --------        --------       --------       ---------
    Net cash provided
     from (used in)
     investing
     activities.........           9,229             (4,400)         (3,808)       (12,874)        (11,853)
CASH FLOWS FROM
 FINANCING ACTIVITIES:
  Redemption of senior
   notes................         (22,500)                --              --             --         (22,500)
  Proceeds from issuance
   of senior subordinated
   notes................         209,647                 --              --             --         209,647
  Redemption of issuance
   of senior subordinated
   notes................        (170,000)                --              --             --        (170,000)
  Increase (decrease) in
   term debt............              --                 --            (280)            --            (280)
  Increase (decrease)
   notes payable, banks.          17,000              4,000              --             --          21,000
  Increase (decrease)
   cash overdraft.......            (131)                (6)          5,967             --           5,830
  Debt issuance costs...          (8,066)                --              --             --          (8,066)
  Premiums paid on debt
   extinguishment.......            (555)                --              --             --            (555)
  Other.................             890                 --              --             --             890
  Proceeds from issuance
   of common stock......              22                 --              --             --              22
  Preferred stock
   dividends............          (1,124)                --              --             --          (1,124)
                               ---------           --------        --------       --------       ---------
    Net cash provided
     from (used in)
     financing
     activities.........          25,183              3,994           5,687             --          34,864

EFFECT OF TRANSLATION
 ADJUSTMENT ON CASH....           (2,207)            (2,717)         (3,310)            --          (8,234)
                               ---------           --------        --------       --------       ---------
CASH AND CASH
 EQUIVALENTS:
  Increase (decrease) in
   cash.................           1,902             (1,456)         (6,263)            --          (5,816)
  Beginning of year.....             849              5,381          20,571             --          26,801
                               ---------           --------        --------       --------       ---------
  End of period.........       $   2,751           $  3,925        $ 14,308       $     --       $  20,985
                               =========           ========        ========       ========       =========
</TABLE>

                                      11

<PAGE>

                 CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS

                     For the nine months ended August 31, 1998
                            (Amounts In thousands)

<TABLE>
<CAPTION>
                                   Guarantor   Nonguarantor              Consolidated
                         Parent   Subsidiaries Subsidiaries Eliminations    Total
                        --------  ------------ ------------ ------------ ------------
<S>                     <C>       <C>          <C>          <C>          <C>
CASH FLOWS FROM
 OPERATING ACTIVITIES:
  Net cash provided by
   (used in)
   operations.......... $(21,289)   $  3,836     $ 19,799     $(3,946)     $ (1,600)
CASH FLOWS FROM
 INVESTING ACTIVITIES:
  Plant and equipment
   additions...........   (4,061)     (1,000)      (2,329)         --        (7,390)
  Proceeds from sale of
   property and
   equipment...........       62           8          341          --           411
  Investments in and
   advances to
   subsidiaries, net...  (12,137)         --         (3,946)      3,946       (12,137)
                        --------    --------      -------      -------     --------
Net cash provided from
 (used in) investing
 activities............  (16,136)       (992)      (5,934)      3,946       (19,116)

CASH FLOWS FROM
 FINANCING ACTIVITIES:
  Redemption of senior
   notes...............       --          --           --          --            --
  Proceeds from issuance
   of senior
   subordinated notes..       --          --           --          --            --
  Redemption of senior
   subordinated notes,
   net.................  (35,382)         --           --          --       (35,382)
  Increase (decrease)
    in term debt.......       --          --           --          --            --
  Increase (decrease)
   notes payable,
   banks...............     (990)         --       (3,604)         --        (4,594)
  Increase (decrease)
   in cash overdraft...      918         663          634          --         2,215
  Equity issuance
   costs...............       --          --       (4,885)         --        (4,885)
  Premiums paid on debt
   extinguishment......       --          --       (3,450)         --        (3,450)
  Other................     (760)         --           --          --          (760)
  Proceeds from
   issuance of
   common stock.......    73,281          --           --          --        73,281
  Preferred stock
   dividends...........   (1,113)         --           --          --        (1,113)
                        --------    --------     --------      -------     --------
Net cash provided from
 (used in) financing
 activities............   35,954         663      (11,305)         --        25,312

EFFECT OF TRANSLATION
 ADJUSTMENTS ON CASH...       --          --         (939)         --          (939)
                        --------    --------     --------      -------     --------
CASH AND CASH
 EQUIVALENTS:
  Increase (decrease)
   in cash.............   (1,471)      3,507        1,621          --         3,657
  Beginning of year....    2,764       1,170        2,505          --         6,438
                        --------    --------     --------      -------     --------
  End of period........ $  1,293    $  4,677     $  4,126      $   --      $ 10,095
                        ========    ========     ========      =======     ========
</TABLE>


                                      12
<PAGE>


                     CONSOLIDATED CONDENSED BALANCE SHEET

                             As of August 31, 1999
                             (Amounts in thousands)
<TABLE>
<CAPTION>
                                     Guarantor   Nonguarantor              Consolidated
                           Parent   Subsidiaries Subsidiaries Eliminations    Total
                          --------  ------------ ------------ ------------ ------------
<S>                       <C>       <C>          <C>          <C>          <C>
ASSETS
Current assets:
  Cash and cash
   equivalents..........  $   2,751   $   3,925     $  14,308    $     --     $  20,985
  Accounts receivables,
   net..................     48,408      77,660       113,758     (88,947)      150,880
  Inventories, net......     20,685      11,278        73,239         (63)      105,137
  Other current assets..      1,814         921        14,188          --        16,923
                          ---------    --------      --------    --------     ---------
  Total current assets..     73,657      93,785       215,493     (89,010)      293,925
  Investments in
   subsidiaries.........     48,282      26,900         3,284     (78,467)          --
  Property, plant, and
   equipment, net.......     24,099      13,244        38,553          --        75,895
  Goodwill, net.........     71,577      36,217       188,513          --       296,307
  Other non-current
   assets and deferred
   charges, net.........      7,736     326,150         6,078    (301,071)       38,893
                          ---------   ---------    ----------   ---------     ---------
    Total assets........  $ 225,352   $ 496,296    $  451,921   $(468,549)    $ 705,020
                          =========   =========    ==========   =========     =========
LIABILITIES AND
 SHAREHOLDERS' EQUITY
Current maturities of
 long-term debt.........  $    --     $  55,625    $    2,004  $     --       $  57,629
Notes payable to banks..       --            --           194        --             194
Cash overdrafts.........       --           168        19,685        --          19,852
Accounts payable........     35,395      38,896        89,352     (90,346)       73,297
Accrued expenses........     13,117      42,636        60,831        --         116,584
                          ---------   ---------    ----------  ----------     ---------
Total current
 liabilities............     48,512     137,325       172,066     (90,346)      267,556
Notes payable, bank
 credit agreement.......     17,000     126,905         3,616          --       147,520
Senior subordinated
 notes..................       --       202,298         --             --       202,298
Junior subordinated
 payment in kind note...       --        43,709         --             --        43,709
Other long-term debt,
 less current
 maturities.............      6,000       3,616       302,462    (308,462)        3,616
Guaranteed Employees'
 Stock Ownership Plan
 obligation.............      5,029          --            --          --         5,029
Post-retirement benefit
 liability..............     14,883          --            (0)         --        14,883
Minimum pension
 liability..............      3,135          --            --          --         3,135
Other long-term
 liabilities............        136        (217)        5,917         (97)        5,739
                          ---------   ---------    ----------  ----------     ---------
                             94,695     513,635       484,061    (398,906)      693,485
Redeemable convertible
 preferred stock........     24,000          --            --          --        24,000
Guaranteed Employees'
 Stock Ownership Plan
 obligation.............     (5,029)         --            --          --        (5,029)
Treasury stock, at cost.     (4,156)         --            --          --        (4,156)
                          ---------   ---------    ----------  ----------     ---------
                             14,815          --            --          --        14,815
Common stock............     90,375      41,722        14,962     (56,685)       90,375
Common stock warrants...     20,000          --            --          --        20,000
Minimum pension
 liability..............     (3,135)         --            --          --       (3,135)
Foreign currency
 translation
 adjustments............     (7,896)    (37,284)       15,426     (28,944)      (58,697)
Retained earnings
 (accumulated deficit)..     17,030     (21,778)      (62,528)     15,985       (51,291)
                          ---------   ---------    ----------  ----------     ---------
                            116,373     (17,339)      (32,140)    (69,643)      (2,748)
Less treasury stock, at
 cost...................       (532)         --            --          --         (532)
                          ---------   ---------    ----------  ----------     ---------
                            115,842     (17,339)      (32,140)    (69,643)      (3,280)
                          ---------   ---------    ----------  ----------     ---------
    Total liabilities
     and shareholders'
     equity.............  $ 225,352   $ 496,296    $  451,921  $ (468,549)    $ 705,020
                          =========   =========    ==========  ==========     =========
</TABLE>

                                      13
<PAGE>


                     CONSOLIDATED CONDENSED BALANCE SHEET

                             As of August 31, 1998
                             (Amounts in thousands)
<TABLE>
<CAPTION>
                                     Guarantor   Nonguarantor              Consolidated
                           Parent   Subsidiaries Subsidiaries Eliminations    Total
                          --------  ------------ ------------ ------------ ------------
<S>                       <C>       <C>          <C>          <C>          <C>
ASSETS
Current assets:
  Cash and cash
   equivalents..........  $   1,293   $   4,677     $   4,126  $       --     $  10,095
  Accounts receivables,
   net..................     36,536      33,281        54,773     (45,347)       79,243
  Inventories, net......     16,486       8,336        38,758           0        63,580
  Other current assets..      1,724         626         4,342          --         6,691
                          ---------   ---------     ---------  ----------     ---------
  Total current assets..     56,038      46,918       101,999     (45,347)      159,609
  Investments in
   subsidiaries.........     33,311      (7,675)        3,124     (28,760)           --
  Property, plant, and
   equipment, net.......     21,489       4,598        18,725          --        44,812
  Goodwill, net.........      8,343                    63,073          --        71,416
  Other non-current
   assets and deferred
   charges, net.........     98,762         434         2,598     (80,603)       21,192
                          ---------   ---------     ---------  ----------     ---------
    Total assets........  $ 217,944   $  44,275     $ 189,519  $ (154,709)    $ 297,029
                          =========   =========     =========  ==========     =========
LIABILITIES AND
 SHAREHOLDERS' EQUITY
Current maturities of
 long-term debt.........  $      --   $      --     $   2,254  $       --     $   2,254
Notes payable to banks..         --          --           336          --           336
Cash overdrafts.........         --         166        12,567          --        12,733
Accounts payable........     20,133       9,744        43,261     (27,446)       45,692
Accrued expenses........     13,095       5,156        27,975          --        46,226
                          ---------   ---------     ---------  ----------     ---------
Total current
 liabilities............     33,228      15,066        86,392     (27,446)      107,241
Notes payable, bank
 credit agreement.......     18,599          --         4,741          --        23,340
Senior subordinated
 notes..................     55,000          --            --          --        55,000
Junior subordinated
 payment in kind note...         --          --            --          --            --
Other long-term debt,
 less current
 maturities.............         --          --        86,509     (82,855)        3,654
Guaranteed Employees'
 Stock Ownership Plan
 obligation.............      7,615          --            --          --         7,615
Post-retirement benefit
 liability..............     14,217          --            (0)         --        14,216
Minimum pension
 liability..............      2,173          --            --          --         2,173
Other long-term
 liabilities............        597        (361)        1,320        (105)        1,451
                          ---------   ---------     ---------  ----------     ---------
                            131,428      14,705       178,962    (110,406)      214,690
Redeemable convertible
 preferred stock........     24,000          --            --          --        24,000
Guaranteed Employees'
 Stock Ownership Plan
 obligation.............     (7,615)         --            --          --        (7,615)
Treasury stock, at cost.     (4,927)         --            --          --        (4,927)
                          ---------   ---------     ---------  ----------     ---------
                             11,457          --            --          --        11,458
Common stock............     89,581      26,895         5,042     (31,938)       89,581
Common stock warrants...         --          --            --          --            --
Minimum pension
 liability..............     (2,173)         --            --          --        (2,173)
Foreign currency
 translation
 adjustments............    (12,479)    (11,110)       41,689     (37,441)      (19,341)
Retained earnings
 (accumulated deficit)..        821      13,785       (36,175)     25,075         3,506
                          ---------   ---------     ---------  ----------     ---------
                             75,750      29,570        10,556     (44,304)       71,573
Less treasury stock, at
 cost...................       (692)         --            --          --          (692)
                          ---------   ---------     ---------  ----------     ---------
                             75,058      29,570        10,556     (44,304)       70,881
                          ---------   ---------     ---------  ----------     ---------
    Total liabilities
     and shareholders'
     equity.............  $ 217,944   $  44,275     $ 189,519  $ (154,709)    $ 297,029
                          =========   =========     =========  ==========     =========
</TABLE>
                                      14
<PAGE>

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 and nine month periods ended August 31, 1999
were $169.2 million and $512.4 million compared to $101.5 million and $292.0
million for the three and nine month periods ended August 31, 1998. Sales for
North America, excluding export sales, increased 26.2% and 33.7% for the three
and nine month periods, respectively, from $44.6 million and $125.3 million in
1998 to $56.3 million and $167.5 million in the comparable 1999 periods.
International sales, including domestic export sales, increased 98.4% and 106.9%
for the three and nine month periods, respectively, from $56.9 million and
$166.7 million in 1998 to $112.9 million and $344.9 million in 1999. The
increase in sales from the prior year is attributable to the RPS division
acquisition. Sales for the three and nine month periods ended August 31, 1999
were adversely affected by the continued merger activity taking place among the
major oil companies, which has resulted in a decrease in levels of capital
expenditures. Decreased spending was especially significant in emerging markets,
where the Company has a strong presence.

Gross margin as a percent of sales (defined as net sales less cost of sales
divided by net sales) decreased from 27.3% and 26.7% in the 1998 three and nine
month periods to 23.8% and 23.1% in the three and nine month periods ended
August 31, 1999. This decline from the 1998 percentages was primarily driven by
the historically lower margins achieved by the RPS division and increased mix of
service contract revenue, which provide a lower margin than dispenser sales. The
increase in gross margin as a percentage of sales for the three month period
ended August 31, 1999 as compared to the nine month period ended August 31, 1999
is the result of efficiencies gained from management's efforts at cost savings
put in place following the acquisition of the RPS division. In light of current
financial conditions, management has further accelerated the integration of the
RPS division and has instituted a series of immediate additional cost reduction
measures.

Selling, general, and administrative expenses as a percent of sales for the
three and nine month periods ended August 31, 1999 were 14.8% and 15.4% compared
to 18.0% and 18.2% in the comparable year ago periods. This decline is primarily
due to the inclusion of the RPS division and closure of redundant facilities and
termination of related personnel.

Depreciation and amortization expense for the three and nine month periods ended
August 31, 1999, was $6.3 million and $19.3 million  compared to $2.7 million
and $7.8 million in the comparable year ago period.  The majority of the
increase from the 1998 periods relates to  increased depreciation and
amortization expense for fixed and intangible assets recorded in connection with
the acquisition of the RPS division.

                                       15
<PAGE>

Merger and acquisition costs and other unusual items for the three and nine
month periods ended August 31, 1999 were $1.3 million and $6.1 million compared
to $0.3 million and $6.6 million in the comparable 1998 periods. The amounts
recorded in 1999 relate primarily to closure and severance expenses related to
the closing, consolidation, and merger activities involving certain facilities.
The 1999 costs include salaries of employees involved in closure activities,
vacancy costs related to owned facilities, and certain travel expenses incurred
while executing closure activities. The merger and acquisition costs recorded in
1998 primarily relate to a $5.9 million non-recurring write-off of in process
research and development that was purchased in connection with the December 1997
acquisition of Management Solutions, Inc. ("MSI").

Net interest expense for the nine month period ended August 31, 1999 was $37.9
million compared to $9.9 million in the comparable 1998 period. This increase is
due to increased debt levels associated with the September 1998 acquisition of
the RPS division and related financing.

Foreign currency effect for the three and nine month periods ended August 31,
1999 was a gain of $0.5 million and a loss $2.4 million compared to foreign
currency gain of $0.8 million in comparable nine month period. The loss for the
nine month 1999 period was driven by short-term inter-company receivables and
payables being revalued at the current rate of exchange in effect at August 31,
1999. The 1998 amounts represent realized gains associated with repayment of
various French Franc denominated Euro currency contracts entered into under the
Company's previous Bank Credit Agreement.

Other income, net, was expense of $0.3 million and income of $1.0 million for
the respective three and nine month periods ended August 31, 1999 compared to
income of $0.1 million and $0.3 million in the comparable year ago periods. The
1999 nine month amount includes a gain on the sale of surplus land adjacent to
the Company's corporate headquarters. The 1998 amounts are attributable to
various income and expense items, which are individually immaterial.

Income taxes for the nine month period ended August 31, 1999 was a benefit of
$0.5 million compared to expense of $1.7 million in the nine month 1998 period.
This change is due to lower 1999 earnings at subsidiaries that recorded taxable
income during 1998 combined with certain subsidiaries recording tax benefits in
1999 due to circumstances within these local jurisdictions.

Extraordinary loss on debt extinguishment was $6.2 million in the nine month
period ended August 31, 1999 compared to $5.0 million in the comparable nine
month period of 1998. During the first quarter of 1999, the Company incurred an
extraordinary loss on debt extinguishment of approximately $6.2 million in
connection with the refinancing of the Senior Notes and the Senior Subordinated
Seller Notes with proceeds received from the Offering. This amount consists of
$0.5 million of premiums on the Senior Notes and approximately $5.7 million of
unamortized deferred issuance costs that were written off. The $5.0 million 1998
amount was a result of a $35.0 million bond redemption. The amount includes $3.5
million of call premiums and $1.5 million of unamortized deferred issuance cost.

As a result of the above mentioned items, loss before extraordinary item was
$5.5 million and $24.6 million for the three and nine month periods ended August
31, 1999, compared to earnings of $2.9 million and loss of $0.3 million in the
comparable 1998 periods. Diluted loss per common share before extraordinary item
for the three and nine month 1999 periods was $0.46 and $2.03 compared to
earnings of $0.19 and loss of $0.12 in the three and nine month 1998 periods.
Diluted loss per common share from extraordinary loss on debt extinguishment was
$0.49 in the nine month 1999 period compared to $0.45 in the nine month 1998
period. Net loss  for the three and nine months ended August 31, 1999 was $0.46
and $2.52 per diluted common share compared to a net earnings of $0.19 and net
loss of $0.57 per diluted common share for the comparable 1998 periods.


LIQUIDITY AND CAPITAL RESOURCES

Cash used in operations for the nine months ended August 31, 1999 was $20.6
million versus $1.6 million in the comparable period of 1998. During the nine
month 1999 period, the Company was able to collect receivables and reduce
inventory levels by a combined amount of $23.6 million. This is a direct result
of

                                      16
<PAGE>

management's continued focus on working capital improvements. This cash inflow
was used to reduce the outstanding accounts payable and accrued liabilities.

Cash used in investing activities for the nine month period ended August 31,
1999, was $11.9 million compared to a cash usage of $19.1 million in the
comparable 1998 period. The cash usage in the 1999 period is attributable to
routine capital expenditures as well as capital expenditures incurred in the
implementation of the Company's restructuring plan. The cash usage in the 1998
period is mainly attributable to the acquisition of MSI and routine capital
expenditures.

Cash provided from financing activities for the 1999 nine month period was $34.9
million compared to $25.3 provided in the comparable 1998 period. The 1999
amount includes the issuance of new high yield debt in a private placement
offering and increased bank debt. The cash provided in the 1998 period is
largely attributable to the March 1998 common stock offering.

During the quarter ended August 31, 1999, the Company failed to satisfy certain
financial covenants contained in its New Credit Agreement. The Company has
received waivers relating to the financial covenant defaults for the fiscal
quarter ended August 31, 1999 and has also amended its New Credit Agreement to,
among other things, amend the related financial covenants that cover the
Company's fourth fiscal quarter of 1999 and periods thereafter. In connection
with amending the New Credit Agreement, the Company has agreed to obtain $50.0
million by issuing new equity type securities and pay down the New Credit
Agreement balance on or before January 25, 2000. The Company believes that it
can obtain such additional equity on or before January 25, 2000 or complete
alternative refinancing arrangements and meet the amended financial covenants in
future periods. As such, the Company has reclassified $50.0 million of the
indebtedness under the New Credit Agreement to current liabilities. However,
there can be no assurance that the $50.0 million in additional equity type
securities will be obtained by the Company nor that alternative refinancing can
be secured and the failure to do so would create an event of default under the
amended New Credit Agreement.

On January 26, 1999, the Company issued $123.0 million aggregate principal
amount of 11.375% Senior Subordinated Notes due 2008 (the "Dollar Notes") and
Euro 75.0 million ($87.0 million equivalent) aggregate principal amount of
11.375% Senior Subordinated Notes due 2008 (the "Euro Notes") in a private
placement pursuant to Rule 144A (the "Offering"). The Notes will mature on
August 1, 2008, and interest is payable semi-annually on February 1 and August 1
of each year, commencing August 1, 1999. The August 1, 1999 payment of
approximately $11.8 million was primarily funded from borrowings under the
working capital facility as well as cash flows from operations. At October 15,
1999 the outstanding borrowings under the Company's revolving credit facility
were $91.9 million. Available borrowings under the revolving working capital
facility were $18.1 million at October 15, 1999, subject to the Company's
borrowing base calculation and certain other loan covenants.

Net proceeds from the issuance of Senior Subordinated Notes due 2008 were used
to redeem the Senior Subordinated Seller Notes and the Senior Notes.  The Senior
Subordinated Seller Notes were redeemed at an aggregate price of $176.7 million,
representing principal of $170.0 million and accrued and unpaid interest thereon
of $6.7 million. The Senior Notes were redeemed at an aggregate price of $23.2
million, representing principal of $22.5 million, accrued and unpaid interest of
$0.2 million and an applicable call premium of $0.5 million. In addition, the
Company used approximately $9.1 million of the net proceeds to reduce borrowings
under the revolving credit facility under the New Credit Agreement and to
permanently reduce the bank working capital commitment from $120.0 million to
$110.0 million.

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

As part of the purchase price of the RPS division, the Company has provided
$20.3 million for certain costs it expects to incur to close down redundant
operations in connection with the reorganization and rationalization of the RPS
division's operations.  As of  August 31, 1999, the Company has incurred and
charged approximately $11.1 million against this accrued liability for projects
initiated since the acquisition

                                       17
<PAGE>

date, leaving a remaining balance of $9.2 million. The Company expects to incur
approximately $2.8 million of restructuring charges in the fourth quarter of
1999. In addition, at November 30, 1998 the Company established a restructuring
reserve related to the closure of its Glenrothes, Scotland location in the
amount of $5.1 million. For the nine month period ended August 31, 1999, the
Company incurred costs of $4.6 million which were charged against the reserve
leaving a remaining balance of $0.5 million. These charges relate to severance
costs and facility closure expenses. The Company expects the closure of this
facility to be completed during the fourth quarter of 1999.

The Company has guaranteed loans to the Employees' Stock Ownership Plan ("ESOP")
in the amounts of $5.0 million and $7.0 million at August 31, 1999 and November
30, 1998, respectively. Preferred stock dividends paid were $0.4 million and
$1.1 million for each of the three and nine month periods ended August 31, 1999
and 1998, respectively.

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

As of August 31, 1999, 98.0% of the Company's products worldwide had been tested
for Year 2000 readiness. 93.0% of the Company's total product lines are Year
2000 ready, and the Company believes that the remaining products will be Year
2000 ready by December 1999. The Company's products presently being sold are
Year 2000 ready. The Company has assessed which products in the field are not
Year 2000 ready and its responsibility to the customers, if any, to remedy non-
compliant products. This assessment has been done for all products sold by each
entity with the assessment efforts focused on the recently acquired RPS division
locations. There is a possibility that certain third-party networks over which
the POS systems must operate may not be Year 2000 ready, but the Company's
products will still allow the pumping of petroleum products. The Company has
surveyed its critical suppliers, and over 50.0% of the respondents have
indicated that they are Year 2000 ready. The remainder of those responding have
indicated that they are still working to achieve Year 2000 readiness, but none
have indicated that they expect not to be ready. The Company believes that all
of its critical information systems will be Year 2000 ready no later than
November 30, 1999. The total costs associated with required modifications to
become Year 2000 ready are not expected to be material to the Company's
financial position results of operations or cash flows. The Company estimates
that it will spend a total of approximately $3.7 million by December 31, 1999,
of which approximately $2.8 million had been spent as of August 31, 1999 to
become Year 2000 ready. The Company has enlisted the assistance of a third-party
consulting company to provide independent verification and validation of its
entire Year 2000 plan.

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

Due to the general uncertainty inherent in the Year 2000 problem, resulting in
part from the uncertainty of the Year 2000 readiness of third-party suppliers,
customers, and devices that interface with the Company's products, the Company
is unable to determine at this time whether the consequences of Year 2000
failures will have a material impact on the Company's results of operations,
liquidity, or financial condition. The Year 2000 plan is expected to
significantly reduce the Company's level of uncertainty about the Year 2000
problem and, in particular, about the Year 2000 readiness of its material
external agents. The Company believes that, with the implementation of new
business systems and completion of the Year 2000 plan as scheduled, the
possibility of significant interruptions of normal operations should be reduced.
However,

                                       18
<PAGE>

contingency planning for all sections discussed above commenced in the fourth
quarter of 1998, and the Company is currently focusing on assessing the
potential Year 2000 problems that may arise and the risks of not becoming Year
2000 ready for each section mentioned. A contingency plan was developed in the
first quarter of 1999 and distributed throughout the Company.

Former shareholders of MSI, which the Company purchased from the shareholders in
December 1997, have filed a $30.0 million arbitration claim against the Company
alleging fraud, breech of contract, tortious interference with contractual
relations and breach of implied good faith and fair dealing. The Company
believes that the claims are without merit and will vigorously defend against
the allegations. The Company has filed counterclaims and is also seeking damages
in excess of $4.0 million for breach of representations and warranties in the
purchase agreement.

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

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

New Accounting Pronouncements

The Company has considered the impact that accounting pronouncements recently
issued by the Financial Accounting Standards Board and American Institute of
Certified Public Accountants will have on the Consolidated Financial Statements
as of November 30, 1999. None of the pronouncements that have been issued but
not yet adopted by the Company are expected to have a material impact on the
Company's financial position, results of operations or cash flows.  See the
footnotes to the consolidated condensed financial statements for additional
information about recently issued accounting pronouncements.

                                       19
<PAGE>

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

The Company is engaged in an arbitration matter relating to an employment claim.
The matter was discussed in the Company's Form 10-Q for the quarter ended May
31, 1999, filed July 28, 1999, and is also discussed in this Report in the
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" under the heading "Liquidity and Capital Resources."

Item 3.  Defaults Upon Senior Securities

During the quarter ended August 31, 1999, the Company failed to satisfy certain
financial covenants contained in its New Credit Agreement. The Company has
received waivers relating to the financial covenant defaults for the fiscal
quarter ended August 31, 1999 and has also amended its New Credit Agreement to,
among other things, amend the related financial covenants that cover the
Company's fourth fiscal quarter of 1999 and periods thereafter. In connection
with amending the New Credit Agreement, the Company has agreed to obtain $50.0
million by issuing new equity type securities and pay down the New Credit
Agreement balance on or before January 25, 2000. The Company believes that it
can obtain such additional equity on or before January 25, 2000 or complete
alternative refinancing arrangements and meet the amended financial covenants in
future periods. As such, the Company has reclassified $50.0 million of the
indebtedness under the New Credit Agreement to current liabilities. However,
there can be no assurance that the $50.0 million in additional equity type
securities will be obtained by the Company nor that alternative refinancing can
be secured and the failure to do so would create an event of default under the
amended New Credit Agreement.

                                       20
<PAGE>

Item 6.  Exhibits and Reports on Form 8-K

a.    Exhibits

<TABLE>
<CAPTION>
Exhibit
No.      Document
-------  --------
<C>      <S>
    2.1  Stock Purchase Agreement, dated as of December 29, 1997 between Tokheim Corporation and Arthur S. ("Rusty")
         Elston, Ronald H. Elston, Eric E. Burwell and Curt E. Burwell (incorporated herein by reference to the 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).

    3.3  Articles of Incorporation of Monitec Corporation (now known as Envirotronic Systems, Inc.) (incorporated herein
         by reference to the Company's Registration Statement on Form S-4, filed April 28, 1999, as amended).

    3.4  Articles of Amendment of the Articles of Incorporation of Monitec Corporation (changing name to Envirotronic
         Systems, Inc.) (incorporated herein by reference to the Company's Registration Statement on Form S-4, filed
         April 28, 1999, as amended).

    3.5  Bylaws of Envirotronic Systems, Inc. (incorporated herein by reference to the Company's Registration Statement on
         Form S-4, filed April 28, 1999, as amended).

    3.6  Amended and Restated Articles of Incorporation of William M. Wilson's Sons, Inc. (now known as Gasboy
         International, Inc.) (incorporated herein by reference to the Company's Registration Statement on Form S-4, filed
         April 28, 1999, as amended).

    3.7  Amendment No. 1 to Amended and Restated Articles of Incorporation of William M. Wilson's Sons, Inc.
         (incorporated herein by reference to the Company's Registration Statement on Form S-4, filed April 28, 1999, as
         amended).

    3.8  Amendment No. 2 to Amended and Restated Articles of Incorporation of William M. Wilson's Sons, Inc.
         (incorporated herein by reference to the Company's Registration Statement on Form S-4, filed April 28, 1999, as
         amended).

    3.9  Amendment No. 2 to Amended and Restated Articles of Incorporation of William M. Wilson's Sons, Inc. (changing
         name to Gasboy International, Inc.) (incorporated herein by reference to the Company's Registration Statement on
         Form S-4, filed April 28, 1999, as amended).

   3.10  Restated Bylaws of Gasboy International, Inc. (incorporated herein by reference to the Company's Registration
         Statement on Form S-4, filed April 28, 1999, as amended).

   3.11  Articles of Incorporation of Management Solutions of Colorado, Inc. (now known as Management Solutions, Inc.)
         (incorporated herein by reference to the Company's Registration Statement on Form S-4, filed April 28, 1999, as
         amended).
</TABLE>

                                      21
<PAGE>

<TABLE>
<C>      <S>
   3.12  Articles of Amendment to the Articles of Incorporation of Management Solutions of Colorado, Inc. (changing name
         to Management Solutions, Inc.) (incorporated herein by reference to the Company's Registration Statement on Form
         S-4, filed April 28, 1999, as amended).

   3.13  Bylaws of Management Solutions, Inc. (incorporated herein by reference to the Company's Registration Statement
         on Form S-4, filed April 28, 1999, as amended).

   3.14  Articles of Incorporation of ESCIA, Inc. (now known as Sunbelt Hose & Petroleum Equipment, Inc.) (incorporated
         herein by reference to the Company's Registration Statement on Form S-4, filed April 28, 1999, as amended).

   3.15  Articles of Amendment of ESCIA, Inc. (changing name to Sunbelt Hose & Petroleum Equipment, Inc.)
         (incorpo rated herein by reference to the Company's Registration Statement on Form S-4, filed April 28, 1999, as amended).

   3.16  Bylaws of Sunbelt Hose & Petroleum Equipment, Inc. (incorporated herein by reference to the Company's
         Registration Statement on Form S-4, filed April 28, 1999, as amended).

   3.17  Articles of Incorporation of Tokheim Base Systems, Inc. (now known as Tokheim Automation Corporation)
         (incorporated herein by reference to the Company's Registration Statement on Form S-4, filed April 28, 1999, as
         amended).

   3.18  Articles of Amendment to the Articles of Incorporation of Tokheim Base Systems, Inc. (changing name to Mini
         Base Systems, Inc.) (incorporated herein by reference to the Company's Registration Statement on Form S-4, filed
         April 28, 1999, as amended).

   3.19  Articles of Amendment to the Articles of Incorporation of Mini Base Systems, Inc. (changing name to Tokheim
         Automation Corporation) (incorporated herein by reference to the Company's Registration Statement on Form S-4,
         filed April 28, 1999, as amended).

   3.20  Bylaws of Tokheim Automation Corporation (incorporated herein by reference to the Company's Registration
         Statement on Form S-4, filed April 28, 1999, as amended).

   3.21  Certificate of Incorporation of Tokheim Equipment Corporation (incorporated herein by reference to the Company's
         Registration Statement on Form S-4, filed April 28, 1999, as amended).

   3.22  Bylaws of Tokheim Equipment Corporation (incorporated herein by reference to the Company's Registration
         Statement on Form S-4, filed April 28, 1999, as amended).

   3.23  Articles of Incorporation of Tokheim Investment Corp (incorporated herein by reference to the Company's
         Registration Statement on Form S-4, filed April 28, 1999, as amended).

   3.24  Bylaws of Tokheim Investment Corp (incorporated herein by reference to the Company's Registration Statement on
         Form S-4, filed April 28, 1999, as amended).

   3.25  Certificate of Formation of Tokheim RPS, LLC (incorporated herein by reference to the Company's Registration
         Statement on Form S-4, filed April 28, 1999, as amended).

   3.26  Limited Liability Company Agreement of Tokheim RPS, LLC (incorporated herein by reference to the Company's
         Registration Statement on Form S-4, filed April 28, 1999, as amended).

   3.27  Articles of Organization of Tokheim Services LLC (incorporated herein by reference to the Company's Registration
         Statement on Form S-4, filed April 28, 1999, as amended).

   3.28  Limited Liability Company Agreement of Tokheim Services LLC (incorporated herein by reference to the
         Company's Registration Statement on Form S-4, filed April 28, 1999, as amended).

    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).
</TABLE>

                                       22
<PAGE>

    4.4  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).

    4.5  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).

    4.6  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 September 30, 1998,
         filed March 1, 1999).

    4.7  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).

    4.8  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).

    4.9  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).

   4.10  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, filed March 1, 1999).

   4.11  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, filed April 14, 1999).

   4.12  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,
         filed April 14, 1999).

   4.13  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, filed April 14, 1999).

   4.14  Amendment No. 4 and Waiver to Second Amended and Restated Credit
         Agreement, dated as of October 14, 1999.

   4.15  Dollar Notes Indenture, dated as of January 29, 1999, among Tokheim
         Corporation, BT Alex. Brown, Credit Lyonnais Securities, First Chicago
         Capital Markets, Inc., Gleacher NatWest International, ABN AMRO Incorpo
         rated, 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 September 30, 1998, filed March 1, 1999).

   4.16  Euro Notes Indenture, dated as of January 29, 1999, among Tokheim
         Corporation, BT Alex. Brown, Credit Lyonnais Securities, First Chicago
         Capital Markets, Inc., Gleacher NatWest International, ABN AMRO
         Incorporated, PaineWebber Incorporated, Schroder & Co. Inc. and certain
         subsidiary guarantors of Tokheim Corporation (incorporated herein by
         reference to the Company's Annual Report on Form 10-K, for the year
         ended September 30, 1998, filed March 1, 1999).

   4.17  Dollar Registration Rights Agreement, dated as of January 29, 1999,
         among Tokheim Corporation, BT Alex. Brown, Credit Lyonnais Securities,
         First Chicago Capital Markets, Inc., Gleacher NatWest International,
         ABN AMRO Incorporated, PaineWebber Incorporated, Schroder & Co. Inc.
         and certain subsidiary guarantors of Tokheim Corporation (incorporated
         herein by reference to the Company's Annual Report on Form 10-K, for
         the year ended September 30, 1998, filed March 1, 1999).

   4.18  Euro Registration Rights Agreement, dated as of January 29, 1999, among
         Tokheim Corporation, BT Alex. Brown, Credit Lyonnais Securities, First
         Chicago Capital Markets, Inc., Gleacher NatWest International, ABN AMRO
         Incorporated, PaineWebber Incorporated, Schroder & Co. Inc. and certain
         subsidiary guarantors of Tokheim Corporation (incorporated herein by
         reference to the Company's Annual Report on Form 10-K, for the year
         ended September 30, 1998, filed March 1, 1999).

                                       23
<PAGE>

<TABLE>
<CAPTION>
  <S>    <C>
  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, filed November 20, 1996).
  10.4   Tokheim Corporation Deferred Compensation Plan.
  10.5   Tokheim Corporation Supplemental Executive Retirement Plan.
  10.6   Employment Agreement, dated July 15, 1999, between the Company and
         Douglas K. Pinner.
  10.7   Employment Agreement, dated July 15, 1999, between the Company and John
         A. Negovetich.
  10.8   Employment Agreement, dated July 15, 1999, between the Company and
         Jacques St-Denis.
  10.9   Employment Agreement, dated July 15, 1999, between the Company and
         Norman L. Roelke.
  10.10  Employment Agreement, dated July 15, 1999, between the Company and
         Scott A. Swogger.
  10.11  Technology License Agreement, effective as of December 1, 1997, between
         Tokheim and Gilbarco, Inc. (incorporated herein by reference to the
         Company's Annual Report on Form 10-K for the year ended November 30,
         1997).
  10.12  Tokheim Corporation 1997 Incentive Plan (incorporated herein by
         reference to the Company's Annual Report on Form 10-K for the year
         ended November 39, 1997).
  10.13  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.
</TABLE>

     b. Reports on Form 8-K

None.

                                       24
<PAGE>

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: October 15, 1999           /s/ Douglas K. Pinner
                                 ---------------------
                                 Chairman, President and Chief Executive Officer



Date: October 15, 1999           /s/ John A. Negovetich
                                 ----------------------
                                 Executive Vice-President, Finance and
                                 Administration and Chief Financial Officer

                                       25
<PAGE>

Exhibit Index

<TABLE>
<CAPTION>
Exhibit
  No.    Document
-------  --------
<C>      <S>
  4.14   Amendment No. 4 and Waiver to Second Amended and Restated Credit
         Agreement, dated as of October 14, 1999.
  10.4   Tokheim Corporation Deferred Compensation Plan.
  10.5   Tokheim Corporation Supplemental Executive Retirement Plan.
  10.6   Employment Agreement, dated July 15, 1999, between the Company and
         Douglas K. Pinner.
  10.7   Employment Agreement, dated July 15, 1999, between the Company and John
         A. Negovetich.
  10.8   Employment Agreement, dated July 15, 1999, between the Company and
         Jacques St-Denis.
  10.9   Employment Agreement, dated July 15, 1999, between the Company and
         Norman L. Roelke.
  10.10  Employment Agreement, dated July 15, 1999, between the Company and
         Scott A. Swogger.
  11.1   Statement re computation of per share earnings.
  27.1   Financial Data Schedule.
</TABLE>

                                      26