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, 2001

                       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

Indicate by check mark whether the Registrant has filed all reports
required to be filed by Section 12, 13 or 15 (d) of the Securities Exchange
Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.


Yes (X)           No

As of August 31, 2001, 3,842,925 shares of voting common stock were
outstanding.

The exhibit index is located on page 15.

Item 1.  Financial Statements




<TABLE>
<CAPTION>

TOKHEIM CORPORATION & SUBSIDIARIES
-------------------------------------------------------------------------------------------------------------------------
Consolidated Condensed Statement of Operations
(Amounts in thousands except data per share)

                                                                                      Unaudited
                                                            ------------------------------------------------------------
                                                               Successor      Predecessor    Successor      Predecessor
                                                                Company         Company       Company         Company
                                                            ------------------------------------------------------------
                                                                    Three months ended             Nine months ended
                                                                        August 31,                    August 31,
                                                                  2001             2000         2001           2000
                                                            ------------------------------------------------------------

<S>                                                              <C>            <C>           <C>           <C>
Net sales                                                        $ 112,906      $ 122,668     $ 355,932     $ 389,917
Cost of sales, exclusive of items listed below                      89,893         95,933       279,809       306,147
Selling, general, and administrative expenses                       19,142         19,829        59,103        70,005
Depreciation and amortization                                        8,138          5,867        25,092        18,451
Merger and acquisition costs and other unusual items                 1,554         13,146         4,504        18,594
                                                            ---------------   ------------   -----------   -----------

Operating loss                                                      (5,821)       (12,107)      (12,576)      (23,280)
Interest expense, net                                                8,919         15,103        26,975        44,625
Foreign currency (gain) loss                                          (487)           650            20           453
Minority interest in subsidiaries                                      (26)            12           156            61
Other (income) expense, net                                            327            553        (1,666)         (455)
                                                            ---------------   ------------   -----------   -----------

Loss before reorganization costs and income taxes                  (14,554)       (28,425)      (38,061)      (67,964)
Reorganization costs                                                     -          1,450             -         1,450
                                                            ---------------   ------------   -----------   -----------

Loss before income taxes                                           (14,554)       (29,875)      (38,061)      (69,414)
Income tax expense (benefit)                                           147            321         1,041        (1,362)
                                                            ---------------   ------------   -----------   -----------

Net loss                                                           (14,701)       (30,196)      (39,102)      (68,052)
Preferred stock dividends                                             (372)          (382)       (1,122)       (1,150)
                                                            ---------------   ------------   -----------   -----------

Loss applicable to common stock                                  $ (15,073)     $ (30,578)    $ (40,224)    $ (69,202)
                                                            ===============   ============   ===========   ===========

Loss per common share:
        Basic
            Net loss                                               $ (3.35)       $ (2.41)      $ (8.94)      $ (5.46)
                                                            ===============   ============   ===========   ===========
            Weighted average shares outstanding*                     4,500         12,669         4,500        12,669
                                                            ===============   ============   ===========   ===========

        Diluted
            Net loss                                               $ (3.35)       $ (2.41)      $ (8.94)      $ (5.46)
                                                            ===============   ============   ===========   ===========
            Weighted average shares outstanding*                     4,500         12,669         4,500        12,669
                                                            ===============   ============   ===========   ===========

*4,500 shares to be issued upon the exchange of the old Tokheim securities.

The accompanying notes are an integral part of the financial statements.

</TABLE>


<TABLE>
<CAPTION>

TOKHEIM CORPORATION & SUBSIDIARIES
------------------------------------------------------------------------------------------------------------------------
Consolidated Condensed Balance Sheet
(Amounts in thousands except data per share)


                                                                                                Successor
                                                                                                 Company
                                                                                ----------------------------------------
                                                                                     Unaudited
                                                                                   August 31, 2001     November 30, 2000
                                                                                ------------------    ------------------
Assets
Current assets:

<S>                                                                                  <C>                   <C>
Cash and cash equivalents                                                            $     10,862          $      8,946
Accounts receivable, net                                                                  111,406               110,820
Inventories:
     Raw materials, service parts and supplies                                             62,418                57,498
     Work in process                                                                       13,616                12,497
     Finished goods                                                                         8,698                 8,485
                                                                                ------------------    ------------------
                                                                                           84,732                78,480
Other current assets                                                                       15,931                 9,767
                                                                                ------------------    ------------------
     Total current assets                                                                 222,931               208,013

Property, plant and equipment, net                                                         65,540                72,024

Reorganization value in excess of amounts
  allocable to identifiable assets, net                                                   149,194               161,401
Intangible assets, net                                                                     13,039                 9,496
Other assets                                                                                8,884                10,927
                                                                                ------------------    ------------------
        Total assets                                                                 $    459,588          $    461,861
                                                                                ==================    ==================

Liabilities and Shareholders' Equity

Current maturities of other long term debt                                           $      2,115          $      2,512
Cash overdrafts                                                                            17,224                12,061
Accounts payable                                                                           65,160                61,609
Accrued expenses                                                                           73,059                72,608
                                                                                ------------------    ------------------
   Total current liabilities                                                              157,558               148,790

Notes payable, bank credit agreement                                                      265,560               240,238
Other long term debt, less current maturities                                               2,583                 2,988
Post-retirement benefit liability                                                          19,319                18,880
Other long-term liabilities                                                                 2,121                 1,164
                                                                                ------------------    ------------------
                                                                                          447,141               412,060

Redeemable convertible preferred stock, liquidation value of $25 per share,
1,700 shares authorized, 960 shares issued                                                 13,019                12,619
New preferred stock, liquidation preference of $1 per share, 100 authorized
and issued                                                                                    100                   100
Treasury stock, at cost                                                                    (2,942)               (2,494)
                                                                                ------------------    ------------------

     Total preferred equity                                                                10,177                10,225

New common stock, no par value; 30,000 shares authorized*                                   4,500                 4,500
Common stock warrants                                                                       8,199                 8,199
Accumulated comprehensive income (loss)                                                     2,288                  (623)
Retained earnings (accumulated deficit)                                                   (39,793)                  424
Additional paid in capital                                                                 27,076                27,076
                                                                                ------------------    ------------------
     Total common shareholders' equity                                                      2,270                39,576
                                                                                ------------------    ------------------

     Total liabilities and shareholders' equity                                      $    459,588          $    461,861
                                                                                ==================    ==================

*4,500 shares to be issued upon the exchange of the old Tokheim securities.

The accompanying notes are an integral part of the financial statements.

</TABLE>


<TABLE>
<CAPTION>

TOKHEIM CORPORATION & SUBSIDIARIES
----------------------------------------------------------------------------------------------------------------------------
Consolidated Condensed Statement of Cash Flows
(Amounts in thousands except data per share)

                                                                                                  Unaudited
                                                                               --------------------------------------------
                                                                                    Successor              Predecessor
                                                                                     Company                 Company
                                                                               ---------------------  --------------------
                                                                                Nine months ended       Nine months ended
                                                                                 August 31, 2001         August 31, 2000
                                                                               ---------------------  --------------------

Cash flows from operating activities:
<S>                                                                              <C>                     <C>
      Net loss........................................................           $   (39,102)            $    (68,052)
      Adjustments to reconcile net loss to net cash
        used in operating activities:
            Payment in kind interest..................................                12,910                    4,175
            Amortization of debt issuance costs.......................                 1,049                      -
            Depreciation and amortization.............................                25,092                   18,451
            (Gain) loss on sale of fixed assets.......................                  (732)                      29
            Deferred income taxes.....................................                   547                      -
      Changes in assets and liabilities:
            Receivables, net..........................................                 2,693                   51,839
            Inventories...............................................                (4,855)                   7,937
            Other current assets......................................                (5,580)                  (2,047)
            Accounts payable..........................................                 1,879                  (18,996)
            Accrued expenses..........................................                   301                  (14,296)
            Other.....................................................                 1,958                    3,144
                                                                                ---------------           --------------
Net cash used in operating activities.................................                (3,840)                 (17,816)
                                                                                ---------------           ---------------

Cash flows from investing activities:
            Property, plant, and equipment additions..................                (7,582)                  (7,486)
            Proceeds from the sale of property, plant, and equipment..                 1,720                    1,098
            Other.....................................................                  (465)                     -
                                                                                ---------------           --------------
Net cash used in investing activities.................................                (6,327)                  (6,388)
                                                                                ---------------           ---------------

Cash flows from financing activities:
            Increase (decrease) in other debt.........................                  (998)                     191
            Net increase in notes payable, banks......................                11,363                   15,956
            Borrowings under DIP financing............................                   -                      5,000
            Net increase in cash overdraft............................                 4,657                    3,866
            Debt issuance costs.......................................                   -                     (2,324)
            Other.....................................................                   (48)                     (97)
            Preferred stock dividends.................................                (1,122)                  (1,150)
                                                                               ---------------            ----------------
Net cash provided from financing activities...........................                13,852                   21,442
                                                                               ---------------            ----------------

Effect of translation adjustments on cash.............................                (1,769)                   3,314

Increase in cash and cash equivalents.................................                 1,916                      552
Cash and cash equivalents:
            Beginning of period.......................................                 8,946                   14,437
                                                                               --------------             ----------------
            End of period.............................................           $    10,862              $    14,989
                                                                               ==============             ================

The accompanying notes are an integral part of the financial statements.

</TABLE>



Notes to the Consolidated Condensed Financial Statements

1. Basis of Presentation

All dollar amounts presented are in thousands, except for per share data.

The consolidated condensed financial statements are unaudited for the
periods indicated herein, except for the November 30, 2000 balance sheet.
In accordance with the rules and regulations of the Securities and Exchange
Commission, certain information and footnote disclosures have been
condensed or omitted; therefore, such financial statements should be read
in conjunction with the consolidated financial statements in the Company's
Annual Report on Form 10-K for the year ended November 30, 2000. The
consolidated financial statements include the accounts of Tokheim
Corporation and its wholly and majority-owned subsidiaries ("Tokheim" or
the "Company"). The consolidated condensed financial statements in this
Report reflect all adjustments and accruals that, in the opinion of
management, are necessary for a fair presentation of the results for the
interim periods presented; all such adjustments were of a normal recurring
nature. The results of operations for the three and nine month periods
ended August 31, 2001 are not necessarily indicative of the results of
operations for the year ending November 30, 2001.

Tokheim (the "Predecessor Company") filed a Joint Prepackaged Plan of
Reorganization (the "Plan") for the Company and its U.S. subsidiaries
pursuant to Chapter 11 of the U.S. Bankruptcy Code with the U.S. Bankruptcy
Court for the District of Delaware (the "Bankruptcy Court") on August 28,
2000. The Bankruptcy Court confirmed the Company's Plan on October 4, 2000,
and the Plan became effective as of October 20, 2000 (the "Effective
Date"). See Note 2 to the consolidated condensed financial statements for
additional information. All discussion of events prior to the Effective
Date refers to the Predecessor Company.

The unaudited consolidated condensed financial statements prepared
subsequent to the Effective Date reflect accounting principles and
practices set forth in American Institute of Certified Public Accountants
Statement of Position ("SOP") 90-7, Financial Reporting by Entities in
Reorganization under the Bankruptcy Code, which provides guidance for
financial reporting by entities that have filed voluntary petitions for
relief under, and have reorganized in accordance with, the Bankruptcy Code.
As such, the Company adopted "fresh start accounting" as of October 31,
2000. The Company's emergence from Chapter 11 proceedings resulted in a new
reporting entity. Accordingly, the accompanying condensed consolidated
Statements of Earnings and Cash Flows for periods prior to the Predecessor
Company's emergence from bankruptcy are not comparable to the Statements of
Earnings and Cash Flows of the Company subsequent to emergence from
bankruptcy and the adoption of fresh start accounting (the "Successor
Company").

2. Plan of Reorganization

The Plan provided that, among other things, (i) the existing bank credit
agreement was restructured to comprise a four year, eleven month senior
term facility of $137,177 and a four year, eleven month special facility of
$100,000 on which interest will be accrued but not paid until at least
November 30, 2002; (ii) the Company's bank group provided, in addition to
the $237,177 facilities detailed above, a post-petition credit agreement
(the "DIP Agreement") facility with available borrowings of $47,765 which
was converted into a revolving credit facility upon the Company's emergence
from the reorganization; (iii) members of the bank group received Series A
Warrants with a five year term to purchase 678,334 shares of the Company's
new common stock, no par value (the "New Common Stock") at an exercise
price of $0.01 per share and Series A Preferred Stock with a total
liquidation preference of $100, quarterly dividends at the rate of 16% per
annum, and the right to elect two directors to the Company's Board of
Directors (and to elect a majority of the directors upon certain defaults
under the credit agreement); (iv) in exchange for their Notes, the holders
of approximately $190,438 of senior subordinated notes and certain other
unsecured creditors received 4,410,000 shares of New Common Stock
representing approximately 85% of the equity value of the reorganized
Company, subject to dilution for warrants to existing shareholders and
management options; (v) in exchange for their Notes, the holders of $49,195
of junior subordinated notes received 90,000 shares of New Common Stock
representing approximately 2% of the equity value of the reorganized
Company, subject to dilution for warrants to existing shareholders and
management options, and Series B Warrants giving them the right to acquire
an aggregate of 555,556 shares of New Common Stock of the reorganized
Company at an exercise price of $30.00 per share; (vi) the Company's
employees' rights under the Retirement Savings Plan ("RSP") were preserved;
and (vii) the Company's approximately 12,669,000 shares of previously
outstanding common stock (the "Old Common Stock") were cancelled and
existing holders of Old Common Stock received "out of the money" Series C
warrants with a six year term giving them the right to acquire an aggregate
of 549,451 shares of New Common Stock of the reorganized Company at an
exercise price of approximately $49.46 per share (each Series C Warrant
entitles the holder to purchase 0.04326865 of a share of New Common Stock
at a price of $2.14, thereby requiring a holder to exercise approximately
23.111 Series C Warrants at an aggregate exercise price of approximately
$49.46 to purchase one share of New Common Stock).

3. Notes Payable, Bank Credit Agreement

In connection with the Chapter 11 proceedings discussed above, the Company
entered into a post-confirmation credit agreement (the "New Credit
Agreement") as of the Effective Date, which replaced all then-existing
credit agreements. The New Credit Agreement comprises a four-year, eleven
month revolving credit facility and three four-year, eleven month term
facilities: the Tranche A Term Loan, the Tranche B Term Loan and the
Special Loan.

The revolving credit facility was in a maximum amount of $47,765 with
availability based upon the amount of the Company's plant and machinery,
inventory and receivables. Up to $5,000 of the facility may be utilized for
the issuance of letters of credit, of which not more than $3,000 may be
standby letters of credit. Borrowings under the revolving credit facility
may be in U.S. Dollars or Euros, and bear interest based upon (at the
Company's option) (i) the Base Rate (defined as the higher of (a) the prime
rate and (b) the federal funds rate plus 0.5%) plus 2.5% in the case of
U.S. Dollar denominated loans or (ii) the Eurodollar Rate (Reserve
Adjusted) as defined in the New Credit Agreement plus 4% in the case of
Euro denominated loans.

The Tranche A Term Loan and the Tranche B Term Loan are in the amounts of
$36,509 and $100,668, respectively, and bear interest based upon (at the
Company's option) (i) the Base Rate (defined as the higher of (a) the prime
rate and (b) the federal funds rate plus 0.5%) plus 3.5% in the case of
U.S. Dollar denominated loans or (ii) the Eurodollar Rate (Reserve
Adjusted) as defined in the New Credit Agreement plus 5% in the case of
Euro denominated loans. On December 15, 2000, June 29, 2001 and July 31,
2001, the Company made principal prepayments of $915, $868 and $854,
respectively, on the Tranche A Term Loan, bringing the outstanding balance
to $33,872. These payments represent net proceeds from the sale of long
term assets.

The Special Loan is in the amount of $100,000 and bears interest at the
rate of 16%, compounded quarterly, which is capitalized as part of the
principal balance in lieu of being paid in cash. The loan is repayable in
four annual installments of $25,000 plus capitalized interest thereon,
commencing November 30, 2002.

Any time an event of default (as defined in the New Credit Agreement)
exists, the interest rates on the loans may be increased by 3%.

In consideration for establishing the New Credit Agreement, the Company
paid certain fees and expenses to the bank group and issued to them Series
A Warrants to purchase 678,334 shares of New Common Stock of the Company at
an exercise price of $0.01 per share. The Company also issued to the bank
group New Preferred Stock with an aggregate liquidation preference of $100
and quarterly dividends at an annual rate of 16%. The holders of the New
Preferred Stock are entitled to appoint two directors to the board of
directors of the Company. In the event of a default under the New Credit
Agreement, the holders of the New Preferred Stock, voting as a separate
class, would be entitled to elect a majority of the directors on the board
of directors of the Company.

Indebtedness of the Company under the New Credit Agreement is secured by
(i) a first perfected security interest in and lien on substantially all of
the real and personal property assets of the Company's direct and indirect
material majority-owned U.S. subsidiaries, (ii) a pledge of 100% of the
stock of the Company's direct and indirect material majority-owned U.S.
subsidiaries, and (iii) a pledge of 65% of the capital stock of the
Company's first-tier material foreign subsidiaries and (b) was guaranteed
by all of the Company's direct and indirect material majority-owned U.S.
subsidiaries.

The Company may voluntarily prepay the loans, in whole or in part, without
penalty except for the Special Loan, which carries a prepayment penalty if
paid off prior to August 2002. The Company is also required to apply
against the loans (i) all net cash proceeds from sales of assets, (ii) all
insurance proceeds (with certain exceptions), (iii) all net proceeds from
the sale or issuance of debt or equity (with certain exceptions) and (iv) a
percentage of excess cash flow (as defined in the New Credit Agreement) for
each fiscal year commencing with the year ending November 30, 2002.

The New Credit Agreement required the Company to meet certain consolidated
financial tests, including the maintenance of minimum levels of EBITDA,
fixed charge coverage ratios and interest coverage ratios (all as defined
in the New Credit Agreement), the maintenance of maximum senior debt and
total debt leverage ratios, and maximum levels of capital expenditures. The
New Credit Agreement also contains covenants which, among other things,
limit the incurrence of additional indebtedness, payment of dividends,
transactions with affiliates, asset sales, acquisitions, investments,
mergers and consolidations, prepayments and amendments of other
indebtedness, liens and encumbrances and other matters customarily
restricted in such agreements.

At May 31, 2001, the Company was in violation of two of its financial
covenants under the bank credit agreement. The bank group permanently
waived this violation and modified, or suspended, the requirement for
compliance with, the financial covenants relating to the remainder of
fiscal 2001 and the first three quarters of fiscal 2002. The Company agreed
to reduce the total availability under the revolving facility from $47,765
to $35,000. This reduction of $12,765 represents a portion of that part of
the facility for which the Company believes it will have no use in the
immediate future. While the Company currently is in compliance with the
adjusted covenants, its ability to remain in compliance in the future may
be affected by events beyond its control. Therefore, there can be no
assurance that the Company will satisfy such financial tests or that it
will be able to obtain amendments to the New Credit Agreement, if so
needed, to avoid default. In the event of default, the lenders could elect
to declare all amounts borrowed under the New Credit Agreement to be due
and payable immediately.

At August 31, 2001, the aggregate amount outstanding under the revolving
facility was $23,440, including $1,440 of outstanding letters of credit.
This amount is classified as long-term debt as the Company has the ability
(under the terms of the agreement) and the intent to finance this
obligation beyond one year. Total availability under the revolving facility
at August 31, 2001 was $35,000, of which $11,560 was unused. Any balances
outstanding under the New Credit Agreement are repayable in full on
September 20, 2005.

4. New Accounting Pronouncements

Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting
for Derivative Instruments and Hedging Activities" was issued in June 1998.
SFAS No. 133 establishes a new model for accounting for derivatives in the
balance sheet as either assets or liabilities and measures them at fair
value. Certain disclosures concerning the designation and assessment of
hedging relationships are also required. Additionally, the Securities and
Exchange Commission has issued Staff Accounting Bulletin ("SAB") No. 101,
"Revenue Recognition", that deals with principles of revenue recognition.
The Financial Accounting Standards Board Emerging Issues Task Force
("EITF") has released Issue No. 00-10, "Accounting for Shipping and
Handling Fees and Costs." EITF 00-10 creates a framework for accounting for
shipping and handling fees and costs. The adoption of these statements as
of November 1, 2000 had no material impact on the Company's financial
statements.

SFAS No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other
Intangible Assets" were issued in June 2001, effective for fiscal years
beginning after December 15, 2001. Under the new rules, goodwill and other
intangible assets deemed to have an indefinite useful life will no longer
be amortized as charges to earnings. Instead, these intangible assets will
be reviewed annually for impairment and adjusted to reflect the fair value.
Any intangible asset having a quantifiable useful life will continue to be
amortized over that period. The Company is currently assessing the impact
that SFAS No. 141 and SFAS No. 142 will have on the consolidated financial
statements.

5. Segment Reporting

For the three and nine month periods ended August 31, 2001 and 2000, the
Company had only one reportable industry segment-the design, manufacture
and servicing of petroleum dispensing systems. The Company has two
reportable operating segments: North America and Europe/Africa. The
accounting policies of these segments are as described in the summary of
significant accounting policies in the Company's Form 10-K for the year
ended November 30, 2000. The Company evaluates the performance of each
operating segment based upon income from operations before merger and
acquisition costs and other unusual items. The Company's selling, general,
and administrative expenses are charged to each segment based upon the
operating segment where the costs are incurred. Segment results for the
three and nine month periods ended August 31, 2001 and 2000 are summarized
in the tables below.


SEGMENT REPORTING


<TABLE>
         Successor Company

Three months ended                       North
August 31, 2001                       America (1)      Europe/Africa     Eliminations      Consolidated
---------------
                                    ----------------  ----------------  ----------------  ----------------
                                    ----------------  ----------------  ----------------  ----------------
<S>                                        <C>               <C>                    <C>         <C>
Customer sales                             $ 34,644          $ 78,262               $ -         $ 112,906
Intercompany sales                              805              (184)             (621)                -
Depreciation and amortization                 3,625             3,557               956             8,138
Operating profit (loss),
before merger and
acquisition costs and
other unusual items                          (8,494)            4,967              (740)           (4,267)
Total assets                              $ 529,074         $ 253,194        $ (322,680)        $ 459,588


        Predecessor Company

Three months ended                       North
August 31, 2000                       America (1)      Europe/Africa     Eliminations      Consolidated
---------------
                                    ----------------  ----------------  ----------------  ----------------
                                    ----------------  ----------------  ----------------  ----------------
Customer sales                             $ 47,252          $ 75,416               $ -         $ 122,668
Intercompany sales                            1,428               267            (1,695)                -
Depreciation and amortization                 3,055             2,812                 -             5,867
Operating profit (loss),
before merger and
acquisition costs and
other unusual items                          (1,368)            2,459               (52)            1,039
Total assets                              $ 591,718         $ 322,731        $ (339,860)        $ 574,589


         Successor Company

Nine months ended                        North
August 31, 2001                       America (1)      Europe/Africa     Eliminations      Consolidated
---------------
                                    ----------------  ----------------  ----------------  ----------------
                                    ----------------  ----------------  ----------------  ----------------
Customer sales                            $ 124,009         $ 231,923               $ -         $ 355,932
Intercompany sales                            1,986               435            (2,421)                -
Depreciation and amortization                10,948            11,275             2,869            25,092
Operating profit (loss),
before merger and
acquisition costs and
other unusual items                         (17,201)           11,877            (2,748)           (8,072)
Total assets                              $ 529,074         $ 253,194        $ (322,680)        $ 459,588


        Predecessor Company

Nine months ended                        North
August 31, 2000                       America (1)      Europe/Africa     Eliminations      Consolidated
---------------
                                    ----------------  ----------------  ----------------  ----------------
                                    ----------------  ----------------  ----------------  ----------------
Customer sales                            $ 148,057         $ 241,860               $ -         $ 389,917
Intercompany sales                            3,576               739            (4,315)                -
Depreciation and amortization                 8,611             9,840                 -            18,451
Operating profit (loss),
before merger and
acquisition costs and
other unusual items                         (12,035)            7,555              (206)           (4,686)
Total assets                              $ 591,718         $ 322,731        $ (339,860)        $ 574,589


(1) Includes corporate headquarters

Reconciliation from segment information to consolidated statement of earnings:
</TABLE>

<TABLE>
<CAPTION>

                                                         Successor        Predecessor        Successor        Predecessor
                                                          Company           Company           Company           Company
                                                      ----------------------------------  ----------------------------------
                                                      ----------------------------------  ----------------------------------
                                                             Three months ended                   Nine months ended
                                                                 August 31,                          August 31,
                                                      ----------------------------------  ----------------------------------
                                                      ----------------------------------  ----------------------------------
                                                           2001              2000              2001              2000
                                                      ----------------  ----------------  ----------------  ----------------
                                                      ----------------  ----------------  ----------------  ----------------
<S>                                                            <C>              <C>                <C>              <C>
Segment operating loss                                       $ (4,267)          $ 1,039          $ (8,072)         $ (4,686)
Merger and acquisition costs and other unusual items           (1,554)          (13,146)           (4,504)          (18,594)
                                                      ----------------  ----------------  ----------------  ----------------
                                                      ----------------  ----------------  ----------------  ----------------
Consolidated operating loss                                  $ (5,821)        $ (12,107)        $ (12,576)        $ (23,280)
</TABLE>


6. Comprehensive Loss

The table below summarizes comprehensive loss for the three and nine month
periods ended August 31, 2001 and 2000.


<TABLE>
<CAPTION>

                                                  Successor            Predecessor          Successor            Predecessor
                                                   Company               Company             Company               Company
                                                --------------------------------------  ----------------------------------------
                                                          Three months ended                      Nine months ended
                                                              August 31,                             August 31,
                                                     2001                 2000                 2001                 2000
                                                --------------------------------------  ----------------------------------------

<S>                                             <C>                  <C>                  <C>                  <C>
Net loss                                        $ (14,701)           $ (30,196)           $ (39,102)           $ (68,052)
Other comprehensive loss:
   Foreign currency translation adjustments         4,547               (7,675)               2,911              (18,607)

                                                -----------------   ------------------  -------------------   ------------------
Comprehensive loss                              $ (10,154)           $ (37,871)           $ (36,191)           $ (86,659)
                                                =================   ==================  ===================   ==================
</TABLE>


7. Restructuring Charges

In 1998, the Company acquired the RPS division of Schlumberger ("RPS").
Included in accrued liabilities are certain costs the Company will incur to
effect an integration and rationalization plan for the RPS operations.
These costs represent involuntary termination and other closure costs in
connection with closing redundant manufacturing and service operations.
These accrued costs do not include costs associated with consolidation of
previously existing Tokheim subsidiaries, which are expensed as incurred or
separately accrued once all criteria for accrual are met, nor do these
costs benefit future periods. The integration and rationalization plan was
completed at November 30, 2000. The Company expects the final cash payments
related to the integration and rationalization plan to be completed by the
end of fiscal 2001. The table below summarizes the accrued liability
activity by major category and initiative for the three and nine month
periods ended August 31, 2001. Approximately $4,312 of the original
liability was unused at October 31, 2000 and recorded as a reduction of
goodwill. Charges to the accrual for the three month period ended August
31, 2001 amounted to approximately $910, entirely attributable to currency
fluctuations.





<TABLE>
<CAPTION>

                                                   November 30,   Charges to     May 31,     Charges to     August 31,
                                                       2000         Accrual       2001         Accrual         2001
                                                  -------------- ------------ ----------- -------------- --------------
<S>                                              <C>             <C>          <C>         <C>             <C>
Involuntary employee termination
benefits............................              $     1,122    $      (22)  $    1,100  $     (910)     $     190
                                                  -------------- ------------ ----------- -------------- --------------

Total accrued integration and rationalization
costs...............................              $     1,122    $      (22)  $    1,100  $     (910)     $     190
                                                  ============== ============ =========== ============== ==============
</TABLE>


During 1999, as a result of the continuing integration and rationalization
of the RPS Division with other business units, the Company accrued
approximately $2,700 as a charge to operations to establish an accrual for
involuntary termination benefits and related costs for approximately 69
employees that served in primarily service and administration roles at
various service facilities in France. This amount also included amounts for
lease termination and other exit costs and was added to an amount of $340
that remained accrued at November 30, 1999 for pension payments due to
retirees who formerly worked at the Company's Glenrothes, Scotland
facility.

The table below summarizes the accrued liability activity by major category
and initiative for the three and nine month periods ended August 31, 2001.

<TABLE>
<CAPTION>

                                                 November 30,   Charges to     May 31,     Charges to     August 31,
                                                     2000         Accrual       2001         Accrual         2001
                                                 -------------- ------------ ----------- -------------- --------------
<S>                                              <C>            <C>           <C>         <C>             <C>
Involuntary employee termination
benefits...........................              $        341   $    (46)     $    295    $      (77)     $      218

Facility closure and other closure
  costs............................                       209        (67)          142           (33)            109

                                                 -------------- ------------ ----------- -------------- --------------
Total accrued integration and rationalization
costs..............................              $        550   $   (113)      $   437    $     (110)     $      327
                                                 ============== ============ =========== ============== ==============
</TABLE>



The Company expects the final cash payments related to the finalization of
these initiatives to be made during 2001.

8. Earnings per Share

The Company presents two earnings per share ("EPS") amounts, basic and
diluted. Basic EPS is calculated based on earnings available to common
shareholders and the weighted average number of common shares outstanding
during the reported period. Diluted EPS includes additional dilution from
common stock equivalents, such as stock issuable pursuant to conversion of
preferred stock or the exercise of stock options and warrants outstanding.
The incremental shares from the conversion of preferred stock and exercise
of stock options and warrants were not included in computing diluted EPS
for the three and nine month periods ended August 31, 2001 and 2000, since
the effect of such is antidilutive during periods when a loss from
continuing operations is reported.

For the three months ended August 31, 2001, the weighted average of
potentially issuable common shares included 677,329 shares related to
warrants issued to the bank group. For the nine months ended August 31,
2001, the weighted average of potentially issuable common shares included
676,796 shares related to warrants issued to the bank group. For the three
months ended August 31, 2000, the weighted average of potentially issuable
common shares included 787,707 shares of convertible preferred stock
outstanding and 2,499,527 shares related to warrants issued to
Schlumberger. For the nine months ended August 31, 2000, the weighted
average of potentially issuable common shares included 787,707 shares of
convertible preferred stock outstanding and 2,516,216 shares related to
warrants issued to Schlumberger.

Pursuant to the Plan, the Old Common Stock was cancelled and 4,500,000
shares of New Common Stock were to be issued and outstanding following the
exchange of the junior and senior subordinated notes of the Old Tokheim.

9. Changes in Senior Management

The Company intimated on March 29, 2001 that Douglas K. Pinner had
announced his intention to step down as Chairman, President and Chief
Executive Officer and that the Company was initiating a search for a new
Chief Executive Officer. In conjunction with this decision, the Company's
Board of Directors selected George A. Helland, Jr., an existing Board
member, to serve as acting Chairman, President, and Chief Executive Officer
while Tokheim conducted this search.

In conjunction with this change in senior management, outstanding stock
options issued to Douglas K. Pinner were cancelled, as the required vesting
period had not passed. The terms of Mr. Pinner's separation agreement were
finalized and all additional related liabilities were accrued in the
quarter ended May 31, 2001.

On September 7, 2001, the Company announced the appointment of John S.
Hamilton as President and Chief Executive Officer, succeeding George A.
Helland, Jr. Concurrently, Mr. Helland was appointed Chairman of the Board
of Directors.

10. Fresh Start Accounting

In connection with its emergence from bankruptcy, the Company adopted fresh
start accounting, as of October 31, 2000, in accordance with the
requirements of SOP 90-7.

In applying "fresh start accounting", the value of the Successor Company
was allocated to the Company's net assets in conformity with the guidance
specified by Accounting Principles Board Opinion No. 16, Business
Combinations. SOP 90-7 required a determination of the Company's
reorganization value, representing the fair value of all of the Company's
assets and liabilities, and an allocation of such values to the assets and
liabilities based on their relative fair values with the excess of
reorganization value over market values recorded as an intangible asset. As
a result, the carrying values of the Company's assets and liabilities were
adjusted to fair value as of October 31, 2000. Reorganization value in
excess of amounts allocable to identifiable assets of approximately
$162,757 was recorded at October 31, 2000 and is being amortized on a
straight-line basis over ten years. The application of SOP 90-7 resulted in
the creation of a new reporting entity having no retained earnings or
accumulated deficit.

For the purpose of executing the Plan, the reorganization equity value of
the Successor Company was estimated to be $50,000, based in part on
management's estimate of future operating results. The reorganization value
necessarily assumes that the Successor Company will achieve its estimated
future operating results in all material respects. If such results are not
achieved, the value of the Successor Company that is ultimately realized
could be materially different.

The Plan had a significant impact on the financial statements of the
Successor Company, including the creation of a new reporting entity upon
emergence from bankruptcy through the application of fresh start accounting
pursuant to SOP 90-7. Accordingly, the Company's post-reorganization
balance sheets, statements of operations and statements of cash flows,
which reflect the application of fresh start accounting, have not been
prepared on a basis consistent with the pre-reorganization financial
statements and are not comparable in all respects to the financial
statements prior to the reorganization. For accounting purposes, the
inception date of the Successor Company is deemed to be November 1, 2000.

11. Merger and Acquisition Costs and Other Unusual Items

The components of merger and acquisition costs and other unusual items for
the three and nine month periods ended August 31, 2001 and 2000 are as
follows:


<TABLE>
<CAPTION>
                                                             Three months ended                  Nine months ended
                                                                 August 31,                          August 31,
                                                       -------------------------------    -------------------------------
                                                           2001              2000             2001              2000
                                                       --------------    -------------    --------------    -------------


<S>                                                      <C>             <C>             <C>                <C>
Employee compensation and expenses related to the
Reorganization.......................................    $   1,016        $     386       $     3,219        $    1,496
Lease cancellation and other facility expenses.......           50               60               145               175
Increased warranty and other product related costs...            -              329                 -               762
Legal and professional fees..........................           14               23                40               344
Credit agreement fees................................            -                -                 -             1,556
Reorganization.......................................          474            4,450               903             4,724
Litigation settlements...............................            -            7,000                 -             7,000
Other................................................            -              898               197             2,537
                                                       --------------    -------------    --------------    -------------
Total                                                    $   1,554        $  13,146       $     4,504        $   18,594
                                                       ==============    =============    ==============    ==============

</TABLE>


Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations

General

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

Results of Operations

The Company emerged from its Chapter 11 proceedings and adopted "fresh
start accounting" as of October 31, 2000 (see Note 2 to the consolidated
condensed financial statements). Therefore, the Company's financial
statements after this date reflect a new reporting entity (the "Successor
Company") and are not directly comparable to the financial statements of
prior periods. The principal comparative differences between the three and
nine month periods ended August 31, 2001 and 2000 relate to the impact of
the changes to the Company's capital structure, changes in indebtedness,
and the revaluation of the Company's assets and liabilities to reflect the
reorganization value at the Effective Date. The changes primarily affect
depreciation and amortization expense and interest expense in the Company's
results of operations after the Effective Date. However, for the purposes
of comparative analysis, the following discussion of the operating results
of the Company compares the operating results of the three and nine month
periods ended August 31, 2001 for the Successor Company and the results of
the three and nine month periods ended August 31, 2000 for the Predecessor
Company. The operations (net sales, gross margin, and selling, general and
administrative expenses) of the Successor and Predecessor Companies were
substantially similar and the comparison of those items is meaningful to
the understanding of the business.

Consolidated net sales for the three month period ended August 31, 2001
were $112,906 compared to $122,668 for the comparable 2000 three month
period. Sales for North America decreased by 26.7% for the period to
$34,644 in 2001 from $47,252 in 2000. This decrease was primarily due to a
decline in the distributor (Jobber) channel. European and African sales
increased by 3.8% to $78,262 in 2001 from $75,416 in 2000. This increase
was primarily attributable to revenues resulting from the conversion of
products to enable them to operate utilizing the Euro currency.

Consolidated net sales for the nine month period ended August 31, 2001 were
$355,932 compared to $389,917 for the comparable 2000 nine month period.
Sales for North America decreased by 16.2% for the period to $124,009 in
2001 from $148,057 in 2000. This decrease was primarily due to a decline in
the distributor (Jobber) channel. European and African sales decreased by
4.1% to $231,923 in 2001 from $241,860 in 2000. This decrease was entirely
attributable to currency fluctuations.

Gross margins as a percent of sales (defined as net sales less cost of
sales, divided by net sales) decreased to 20.4% in the three month period
ended August 31, 2001 from 21.8% in the 2000 three month period. For the
nine month period ended August 31, gross margins as a percentage of sales
decreased from 21.5% in 2000 to 21.4% in 2001.  These decreases are primarily
attributable to a higher percentage of low margin service business in the
current quarter.

Selling, general, and administrative ("SG&A") expenses have decreased from
$19,829 in the three month period ended August 31, 2000 to $19,142 in the
three month period ended August 31, 2001. SG&A expenses have decreased from
$70,005 in the nine month period ended August 31, 2000 to $59,103 in the
nine month period ended August 31, 2001. These decreases are due to
headcount reductions in the current year and foreign currency fluctuations.
SG&A expenses as a percent of sales for the three and nine month periods
ended August 31, 2001 were 17.0% and 16.6%, respectively, compared to 16.2%
and 18.0% in the three and nine month periods of 2000. These fluctuations
in percentages of sales are due to the realization of the plan of
integration and rationalization in prior years.

Depreciation and amortization expense for the three and nine month periods
ended August 31, 2001 was $8,138 and $25,092, respectively, in contrast
with $5,867 and $18,451 in the comparable 2000 periods. These increases
were primarily attributable to the reorganization of the Predecessor
Company and the associated revaluation of fixed assets to fair value, which
has resulted in higher depreciation expense for 2001. The Successor Company
also recorded reorganization value in excess of amounts allocable to
identifiable assets, which has a shorter amortization period than goodwill
recorded by the Predecessor Company, resulting in higher levels of
amortization.

Merger and acquisition costs and other unusual items were $1,554 and $4,504
for the three and nine month periods ended August 31, 2001, respectively,
compared to $13,146 and $18,594 for the same periods in 2000. This decrease
is due to higher costs incurred in 2000 related to the plan of integration
and rationalization, the reduction of professional fees related to the Plan
and the write off of credit agreement fees related to prior credit
agreements.

Net interest expense for the three and nine month periods ended August 31,
2001 was $8,919 and $26,975, respectively, compared to $15,103 and $44,625
in the same periods of 2000. This decrease is primarily attributable to
reduced debt levels resulting from the discharge of the Predecessor
Company's senior and junior subordinated notes.

Foreign currency gain for the three month period ended August 31, 2001 was
$487, compared with a loss of $650 in the same period of 2000. Foreign
currency losses for the nine month periods ended August 31, 2001 and 2000,
respectively were $20 and $453.

Other expense, net for the three month period ended August 31, 2001 was
$327, compared to $553 in the same period of 2000. Other income, net for
the nine month periods ended August 31, 2001 and August 31, 2000 was $1,666
and $455, respectively. This increase was due to proceeds from life
insurance policies and the reduction in estimates of certain liabilities,
such as foreign Value Added Tax.

Reorganization costs were $1,450 in the three and nine month periods ended
August 31, 2000, which consisted of fees related to the debtor in
possession financing.

Income tax for the three month periods ended August 31, 2001 and 2000 was
an expense of $147 and $321, respectively. Income tax expense of $1,041 was
recognized in the nine month period ended August 31, 2001 and a benefit of
$1,362 was recognized in the nine month period ended August 31, 2000. Due
to decreases in state and local taxes, tax expense decreased for the three
month period. Increases in the nine month period are related to profits
earned in foreign tax jurisdictions.

As a result of the above mentioned items, loss applicable to common stock
of the Successor Company was $15,073 or $3.35 per diluted common share for
the three months ended August 31, 2001, compared to a loss applicable to
common stock of the Predecessor Company of $30,578 or $2.41 per diluted
common share for the same period in 2000. Loss applicable to common stock
of the Successor Company was $40,224 or $8.94 per diluted common share for
the nine months ended August 31, 2001, compared to a loss applicable to
common stock of the Predecessor Company of $69,202 or $5.46 per diluted
common share for the same period in 2000.

Liquidity and Capital Resources

Cash used in operations for the nine month period ended August 31, 2001 was
$3,840 versus cash used in operations of $17,816 in the same period of
2000. This decrease was caused principally by a decrease in the net loss
from $68,052 in the nine month period ended August 31, 2000 to $39,102 in
the nine month period ended August 31, 2001, partially offset by a lower
level of working capital reduction achieved in the current year.

Cash used in investing activities for the nine month period ended August
31, 2001 was $6,327 compared to a cash usage of $6,388 in the same period
of 2000.

Cash provided from financing activities for the nine month period ended
August 31, 2001 was $13,852 compared to cash provided in the same 2000
period of $21,442. The cash provided in the 2001 period reflects a reduced
level of borrowings from the Company's revolving credit facility.

The Reorganization

The Company's Chapter 11 reorganization became effective as of October 20, 2000.
Under the Plan:

o    the holders of approximately $190,438 of senior subordinated notes and
     other unsecured creditors will receive, assuming a full exchange,
     4,410,000 shares of New Common Stock representing approximately 85% of
     the equity value of the reorganized Company subject to dilution for
     warrants to existing shareholders and management options;

o    the holders of approximately $49,194 of junior subordinated notes will
     receive, assuming a full exchange, 90,000 shares of New Common Stock
     representing approximately 2% of the equity value of the reorganized
     Company, as well as Series B Warrants to acquire 555,556 shares of New
     Common Stock at an exercise price of $30.00 per share;

o    members of the bank group received Series A Warrants to acquire
     678,334 of New Common Stock at an exercise price of $0.01 per share;

o    members of the bank group received Series A Senior Preferred Stock
     with an aggregate liquidation preference of $100 and dividends with an
     annual rate of 16%.

The Company also entered into a New Credit Agreement as of the Effective
Date. A portion of the proceeds from these facilities was used to repay all
outstanding borrowings under the Company's bank loans. The New Credit
Agreement, totaling $284,942, consisted of:

o    Tranche A Term Loan in an amount of $36,509 due in September 2005;

o    Tranche B Term Loan in an amount of $100,668 due in September 2005;

o    Special Loan in an amount of $100,000 due in four annual installments
     of $25,000 plus interest thereon, commencing in November 2002;

o    Revolving credit facility in an amount of $47,765 due in September
     2005. The amount outstanding under the revolving credit facility at
     August 31, 2001 was $23,440.

Interest rates on the new credit facilities are as follows:

o    the Tranche A and Tranche B Term Loans bear interest based upon (at
     the Company's option) (i) the Base Rate (defined as the higher of (a)
     the prime rate and (b) the federal funds rate plus 0.5%) plus 3.5% in
     the case of U.S. Dollar denominated loans or (ii) the Eurodollar Rate
     (Reserve Adjusted) as defined in the New Credit Agreement plus 5% in
     the case of Euro denominated loans;

o    the Special Loan bears interest at the rate of 16%, compounded
     quarterly, which is capitalized as part of the principal balance in
     lieu of being paid in cash;

o    the revolving credit facility bears interest based upon (at the
     Company's option) (i) the Base Rate (defined as the higher of (a) the
     prime rate and (b) the federal funds rate plus 0.5%) plus 2.5% in the
     case of U.S. Dollar denominated loans or (ii) the Eurodollar Rate
     (Reserve Adjusted) as defined in the New Credit Agreement plus 4% in
     the case of Euro denominated loans.

On December 15, 2000, June 29, 2001 and July 31, 2001, as required under
the terms of the loan agreement, the Company made principal prepayments of
$915, $868 and $854, respectively, on the Tranche A Term Loan, representing
net proceeds from the sale of long term assets.

The Future

The Company's principal sources for liquidity in the future are expected to
be cash flow from operations and available borrowings under the New Credit
Agreement. There can be no guarantee, 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 or that financial ratios
and financial tests under the New Credit Agreement will be met or that the
Company will be able to refinance its existing indebtedness in whole or in
part.

The Company's ability to meet financial ratios and tests in the future may
be affected by events beyond its control. While the Company currently is in
compliance with the covenants, there can be no guarantee that the Company
will meet such financial ratios and tests in the future or that it will be
able to obtain future amendments to the New Credit Agreement, if so needed,
to avoid a default. In the event of a default, the lenders could elect to
declare all amounts borrowed under the New Credit Agreement to be due and
payable immediately. In addition, the New Credit Agreement limits the
ability of the Company and its subsidiaries to, among other things: incur
additional debt; pay dividends on capital stock or repurchase capital stock
or make certain other restricted payments; use the proceeds of certain
asset sales; make certain investments; create liens on assets to secure
debt; enter into transactions with affiliates; merge or consolidate with
another company; and transfer and sell assets.

New Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board issues Statements of
Financial Accounting Standards ("SFAS") No. 141, Business Combinations,"
and No. 142, "Goodwill and Other Intangible Assets."

The Company is currently evaluating its intangible assets in relation to
provisions of SFAS No. 141 and SFAS No. 142 to determine the impact, if
any, their adoption will have on its results of operations and/or financial
position.


PART II. OTHER INFORMATION


Item 1. Legal Proceedings

On August 11, 2000, the Company settled out of court a claim asserted by
the four former shareholders of Management Solutions, Inc. for an amount of
$7,000. As a condition of the settlement, the award was treated as an
impaired claim, similar to the treatment of the senior and junior
subordinated notes in the bankruptcy proceeding. This award was accrued for
and included as an impaired claim in the calculation of extraordinary gain
on discharge of debt. These impaired claims were paid out in the form of
common stock in the second quarter of 2001.

In September 1998, the Company acquired the RPS Division ("RPS") of
Schlumberger Limited ("Schlumberger"). One of Tokheim's primary
competitors, Gilbarco, now known as Marconi, filed suit, claiming that a
fuel dispenser manufactured by RPS violates its electronics design patent
for fuel dispensers and its programmable multiple blender patent. Tokheim
denied liability for any infringement of the patents and believes that this
infringement breaches Schlumberger's warranty regarding ownership of the
technology. Marconi filed suit in federal court in North Carolina. Marconi
named Schlumberger as a Defendant in this lawsuit and Schlumberger failed
to answer. Marconi moved for a summary judgement against Schlumberger. A
settlement has been reached between Tokheim, Schlumberger and Marconi
regarding this matter and approved by the Bankruptcy Court. Schlumberger
agreed to pay a lump sum to Marconi. Tokheim and Marconi agreed to an
allowed and liquidated claim in the bankruptcy proceeding. Marconi agreed
to have its claim for infringement impaired in accordance with the
distribution scheme contained in Tokheim's Plan. In addition, Tokheim will
pay a royalty of $50.00 per blender on any blenders used in the Centurion
product on or after November 30, 2000. Tokheim received a paid-up license
with respect to the electronics design patent in question.

On October 18, 2000, Schlumberger filed a claim with the Bankruptcy Court
with respect to the Company's acquisition of RPS. The claim, which was
subsequently modified on January 12, 2001, is for various sums allegedly
due to Schlumberger, totaling $10,000. The Company believes that $6,507 of
the claim is valid and had previously provided for that amount. For
accounting purposes, the $6,507 has been treated similarly to the claims of
other impaired unsecured creditors. The Company has not paid this claim as
it has a counter-claim against Schlumberger for amounts due and alleged to
be due to the Company on account of Schlumberger's material breach of
various representations and warranties in connection with the acquisition.
The amount of the Company's claim is in excess of $50,000. The Company has
commenced arbitration proceedings before the International Court of
Arbitration in Paris, France. Schlumberger has filed its answer and this
matter is pending before the International Court of Arbitration in Paris.

As more fully described in Note 21 to the consolidated financial
statements, "Contingent Liabilities," in the Company's Form 10-K, the
Company is defending one claim, in which it is a de minimus party, and
legal actions, including claims relating to the U.S. Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA") and other
environmental laws, product liability and various contract and employee
matters, some of which may have been impaired in the bankruptcy proceeding.
These legal actions primarily involve claims for damages arising out of the
Company's manufacturing operations, product liability and various
contractual and employment issues. Management believes that the outcome of
such pending claims will not, individually or in the aggregate, have a
material adverse effect on the Company's financial position, results of
operations, or cash flows.

Item 6. Exhibits and Reports on Form 8-K

     a. Exhibits

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


2.1                 Filing of a Joint Prepackaged Plan of Reorganization
                    for the Company and its U.S. subsidiaries pursuant to
                    Chapter 11 of the United States Bankruptcy Code with
                    the United States Bankruptcy Court for the District of
                    Delaware (incorporated herein by reference to the
                    Company's Current Report on Form 8-K/A dated September
                    11, 2000).

2.2                 Confirmation of the Joint Prepackaged Plan of
                    Reorganization for the Company and its U.S.
                    subsidiaries pursuant to Chapter 11 of the United
                    States Bankruptcy Code with the United States
                    Bankruptcy Court for the District of Delaware
                    (incorporated herein by reference to the Company's
                    Current Report on Form 8-K dated October 16, 2000).

3.1                 Amended and Restated Articles of Incorporation of
                    Tokheim Corporation, as filed with the Indiana
                    Secretary of State as of October 20, 2000 (incorporated
                    herein by reference to the Company's Quarterly Report
                    on Form 10-Q, for the quarter ended August 31, 2000).

3.2                 Amended and Restated Bylaws of Tokheim Corporation, as
                    amended and restated as of October 20, 2000
                    (incorporated herein by reference to the Company's
                    Quarterly Report on Form 10-Q, for the quarter ended
                    August 31, 2000).

4.1                 Post-Confirmation Credit Agreement, dated as of October
                    20, 2000, among Tokheim Corporation, various
                    subsidiaries thereof as Borrowers, various financial
                    institutions, AmSouth Bank, as Documentation Agent, and
                    ABN AMRO Bank N.V., as Administrative Agent
                    (incorporated herein by reference to the Company's
                    Quarterly Report on Form 10-Q, for the quarter ended
                    August 31, 2000).

4.2                 Series A Warrant Agreement, dated as of October 20,
                    2000, among Tokheim Corporation and the holders of
                    Series A Warrant Certificates (incorporated herein by
                    reference to the Company's Quarterly Report on Form
                    10-Q, for the quarter ended August 31, 2000).

4.3                 Series B Warrant Agreement, dated as of October 20,
                    2000, among Tokheim Corporation and Computershare
                    Investor Services, LLC, as Warrant Agent (incorporated
                    herein by reference to the Company's Quarterly Report
                    on Form 10-Q, for the quarter ended August 31, 2000).

4.4                 Series C Warrant Agreement, dated as of October 20,
                    2000, among Tokheim Corporation and Computershare
                    Investor Services, LLC, as Warrant Agent (incorporated
                    herein by reference to the Company's Quarterly Report
                    on Form 10-Q, for the quarter ended August 31, 2000).

4.5                 Registration Rights Agreement, dated as of October 20,
                    2000, among Tokheim Corporation and the Holders of
                    Stock to be listed on Schedule 1 (incorporated herein
                    by reference to the Company's Quarterly Report on Form
                    10-Q, for the quarter ended August 31, 2000).

4.6                 First Amendment to the Credit Agreement, dated as of
                    March 14, 2001, among Tokheim Corporation, various
                    subsidiaries thereof as Borrowers, various financial
                    institutions, AmSouth Bank, as Documentation Agent, and
                    ABN AMRO Bank N.V., as Administrative Agent
                    (incorporated herein by reference to the Company's
                    Quarterly Report on Form 10-Q, for the quarter ended
                    February 28, 2001).

4.7                 Second Amendment to the Credit Agreement, dated as of
                    July 23, 2001, among Tokheim Corporation, various
                    subsidiaries thereof as Borrowers, various financial
                    institutions, AmSouth Bank, as a Lender and as
                    Documentation Agent, and ABN AMRO Bank N.V., as a
                    Lender and as Administrative Agent (incorporated herein
                    by reference to the Company's Quarterly Report on Form
                    10-Q, for the quarter ended May 31, 2001).

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

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

10.3                Employment Agreement, dated May 15, 2000, between
                    Tokheim Corporation and Robert L. Macdonald
                    (incorporated herein by reference to the Company's
                    Quarterly Report on Form 10-Q/A, for the quarter ended
                    May 31, 2000).

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

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

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

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

10.8                Tokheim Corporation Management Option Plan
                    (incorporated herein by reference to the Company's
                    Quarterly Report on Form 10-Q, for the quarter ended
                    August 31, 2000).

10.9                Form of Incentive Stock Option Agreement under Tokheim
                    Corporation Management Option Plan (incorporated herein
                    by reference to the Company's Quarterly Report on Form
                    10-Q, for the quarter ended August 31, 2000).

10.10               Incentive Stock Option Agreement under Tokheim
                    Corporation Management Option Plan, dated as of October
                    20, 2000, among Tokheim Corporation and Douglas K.
                    Pinner (incorporated herein by reference to the
                    Company's Quarterly Report on Form 10-Q, for the
                    quarter ended August 31, 2000).

     b. Reports on Form 8-K


None.

                                SIGNATURES


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

                                          TOKHEIM CORPORATION


Date: October 12, 2001                       /S/ ROBERT L. MACDONALD
                                          -------------------------------
                                          Executive Vice-President,
                                          Finance and Chief Financial Officer


Exhibit Index

   NONE