SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 20549

                                 Form 10-Q


(Mark One)

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


For the quarterly period ended February 28, 2002

                       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. Incorporation
Employer Identification No.)                                or Organization)



10501 CORPORATE DRIVE, FORT WAYNE, IN                           46845
(Address of Principal Executive Offices)                      (Zip Code)

(Registrant's Telephone Number Including Area Code):       (260) 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 April 22, 2002, 4,169,702 shares of voting common stock were
outstanding.

The exhibit index is located on page 19.


<PAGE>

Certain statements contained in this Report, including, without limitation,
statements containing the words "will," "may," "should," "continue,"
"intends," "believes," "anticipates," "expects" and words of similar
import, constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 (the "PSLRA"). Such
forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause the actual results, performance or
achievements of the Company, or industry results, to differ materially from
any future results, performance or achievements expressed or implied by
such forward-looking statements. Such factors include, among others, the
following: increases in interest rates or the Company's cost of borrowing
or a default under any material debt agreement; inability of the Company to
successfully make and integrate acquisitions; inability to achieve
anticipated cost savings or revenue growth; dependence on the retail
petroleum industry; inability to forecast or achieve future sales levels or
other operating results; fluctuations in exchange rates among various
foreign currencies, principally among the dollar, the Euro, and the British
pound; competition; inability to protect proprietary technology or to
integrate new technologies quickly into new products; changes in business
strategy or development plans; business disruptions; changes in general
economic conditions or in economic conditions of particular markets in
which the Company competes; unavailability of funds for capital
expenditures or research and development; changes in customer spending
levels and demand for new products; changes in governmental, environmental
or other regulations, especially as they may affect the capital
expenditures of the Company's customers; failure of the Company to comply
with governmental regulations; loss of key members of management; adverse
publicity; contingent liabilities and other claims asserted against the
Company; loss of significant customers or suppliers; and other factors
referenced in this Report. Certain of these factors are discussed in more
detail elsewhere in this Report, including, without limitation, under the
caption "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and in the consolidated financial statements and
related notes. Given these uncertainties, investors are cautioned not to
place undue reliance on such forward-looking statements. The Company
disclaims any obligation to update any such factors or to announce publicly
the result of any revisions to any of the forward-looking statements
contained herein to reflect future events or developments.

PART 1. Financial Information

Item 1.  Financial Statements

<PAGE>
<TABLE>
<CAPTION>

TOKHEIM CORPORATION & SUBSIDIARIES
-------------------------------------------------------------------------------------------------------------
Consolidated Condensed Statement of Earnings
(Amounts in thousands except per share data)
                                                                                   Unaudited
                                                                    ------------------------------------------
                                                                                 Three months ended
                                                                                    February 28,
                                                                             2002                   2001
                                                                    ------------------------------------------
<S>                                                                         <C>                    <C>
Net sales                                                                   $ 119,633              $ 121,239
Cost of sales                                                                  93,546                 95,759
Selling, general, and administrative expenses                                  20,088                 19,829
Depreciation and amortization                                                   4,415                  7,909
Merger and acquisition costs and other unusual items                              845                    732
                                                                    -------------------    -------------------

Operating income (loss)                                                           739                 (2,990)
Interest expense, net                                                           8,552                  9,222
Foreign currency (gain) loss                                                      194                   (255)
Minority interest in subsidiaries                                                  14                      9
Other (income) expense, net                                                       119                 (1,053)
                                                                    -------------------    -------------------

Loss before income taxes                                                       (8,140)               (10,913)
Income tax expense                                                                307                    462
                                                                    -------------------    -------------------

Net loss                                                                       (8,447)               (11,375)
Preferred stock dividends                                                        (382)                  (383)
                                                                    -------------------    -------------------

Net loss applicable to common stock                                          $ (8,829)             $ (11,758)
                                                                    ===================    ===================
Net loss per common share:
        Basic
             Net loss                                                         $ (1.97)               $ (2.61)
                                                                    ===================    ===================
             Weighted average shares outstanding*                               4,474                  4,500
                                                                    ===================    ===================
        Diluted
             Net loss                                                         $ (1.97)               $ (2.61)
                                                                    ===================    ===================
             Weighted average shares outstanding*                               4,474                  4,500
                                                                    ===================    ===================

*Total shares to be issued pursuant to Plan of Reorganization.

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

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

                                                                      Unaudited
                                                                  February 28, 2002   November 30, 2001
                                                                  -----------------   ------------------
<S>                                                                     <C>               <C>
Assets
Current assets:

Cash and cash equivalents                                               $ 13,494          $ 14,132
Accounts receivable, net                                                 109,508           121,195
Inventories:
     Raw materials, service parts and supplies                            52,503            55,577
     Work in process                                                      10,244             5,591
     Finished goods                                                       14,628            15,918
                                                                  ---------------   ---------------
                                                                          77,375            77,086
Other current assets                                                      13,680            13,862
                                                                  ---------------   ---------------
     Total current assets                                                214,057           226,275

Property, plant and equipment, net                                        59,414            62,067

Reorganization value in excess of amounts                                145,125           145,125
allocable to identifiable assets, net
Other intangible assets, net                                              17,227            17,367
Other non-current assets                                                   7,499             7,235
                                                                  ---------------   ---------------
        Total assets                                                   $ 443,322         $ 458,069
                                                                  ===============   ===============

Liabilities and Shareholders' Equity (Deficit)
Current Liabilities:

Current maturities of other long term debt                               $ 2,008           $ 2,984
Cash overdrafts                                                           15,575            17,543
Accounts payable                                                          57,867            68,697
Accrued expenses                                                          79,286            78,424
Current maturities of notes payable, bank credit agreement               280,890           273,766
                                                                  ---------------   ---------------
   Total current liabilities                                             435,626           441,414

Other long term debt, less current maturities                              2,804             2,925
Post-retirement benefit liability                                         18,382            18,271
Other long-term liabilities                                                2,058             2,049
                                                                  ---------------   ---------------
                                                                         458,870           464,659

Redeemable convertible preferred stock,
   (liquidation value of $25 per share),
   1,700 shares authorized, 960 shares issued                             18,446            18,320
Treasury stock, at cost                                                   (4,496)           (4,974)
New preferred stock, liquidation preference of $10 per share,
   10 shares authorized and issued                                           100               100
                                                                  ---------------   ---------------
   Total preferred equity                                                 14,050            13,446

New common stock, no par value;
   30,000 shares authorized, 4,128 issued                                  4,500             4,500
New common stock warrants                                                  8,199             8,199
Accumulated comprehensive loss                                            (2,719)           (1,986)
Retained earnings (accumulated deficit)                                  (66,654)          (57,825)
Additional paid in capital                                                27,076            27,076
                                                                  ---------------   ---------------
                                                                         (29,598)          (20,036)
                                                                  ---------------   ---------------

     Total liabilities and shareholders' equity (deficit)              $ 443,322         $ 458,069
                                                                  ===============   ===============

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

</TABLE>


<PAGE>
<TABLE>
<CAPTION>

TOKHEIM CORPORATION & SUBSIDIARIES
---------------------------------------------------------------------------------------------------------------------
Consolidated Condensed Statement of Cash Flows
(Amounts in thousands except data per share)
                                                                                             Unaudited
                                                                         --------------------------------------------
                                                                            Three months ended February 28,
                                                                            2002                       2001
                                                                         ------------------   -----------------------
Cash flows from operating activities:
     <S>                                                                          <C>                      <C>
     Net loss..........................................................           $ (8,447)                $ (11,375)
     Adjustments to reconcile net loss to net cash
       used in operating activities:
           Payment in kind interest....................................              4,775                     4,073
           Depreciation and amortization...............................              4,415                     7,909
           (Gain) loss on sale of fixed assets.........................                (26)                        4
           Deferred income taxes.......................................                  4                        73
     Changes in assets and liabilities:
           Receivables, net............................................              8,674                     2,895
           Inventories.................................................             (1,875)                   (3,263)
           Other current assets........................................                (75)                   (2,372)
           Accounts payable............................................             (9,446)                      102
           Accrued expenses............................................              2,472                    (2,679)
           Other.......................................................                929                     1,487
                                                                         ------------------   -----------------------
Net cash provided from (used in) operating activities..................              1,400                    (3,146)
                                                                         ------------------   -----------------------

Cash flows from investing activities:
           Property, plant, and equipment additions..............                   (1,503)                   (1,594)
           Proceeds from the sale of property, plant, and equipment....                 33                        53
           Other.......................................................               (407)                     (288)
                                                                         ------------------   -----------------------
Net cash used in investing activities..................................             (1,877)                   (1,829)
                                                                         ------------------   -----------------------

Cash flows from financing activities:
           Decrease in other debt......................................               (924)                     (196)
           Net increase in notes payable, banks........................              2,350                     7,085
           Net increase (decrease) in cash overdraft...................             (1,453)                    1,901
           Other.......................................................                595                        65
           Preferred stock dividends...................................               (382)                     (383)
                                                                         ------------------   -----------------------
Net cash provided from financing activities............................                186                     8,472
                                                                         ------------------   -----------------------

Effect of translation adjustments on cash..............................               (347)                     (135)

           Increase (decrease) in cash and cash equivalents............               (638)                    3,362
Cash and cash equivalents:
           Beginning of period.........................................             14,132                     8,946
                                                                         ------------------   -----------------------
           End of period...............................................           $ 13,494                  $ 12,308
                                                                         ==================   =======================

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

</TABLE>

<PAGE>

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, 2001 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, 2001. 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-month period ended February
28, 2002 are not necessarily indicative of the results of operations for
the year ending November 30, 2002.

Tokheim 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
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").

All 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.

2. Capital Funding and Liquidity

The Company exited from bankruptcy in October 2000. The debt and equity
structure of the Company was based upon a strategic plan. A major
assumption of this strategic plan was that the depressed United States
market in which the Company had been operating in recent years would return
to prior growth levels. This assumption in the plan has not been realized.
In fact, the United States has continued to experience declines in the
overall market.

The results that have been achieved demonstrated to the Company that a
restructuring of its capital structure is necessary. Toward this end, the
Company initiated discussions with its lenders regarding potential
restructuring options. Though these discussions have not yet resulted in an
arrangement, the Company and its lenders are continuing to explore
alternatives. The Company is also exploring refinancing and other strategic
alternatives. The Company does not believe that this process will impact
its day-to-day operations. While the Company believes that a transaction
may be possible, there can be no assurance that a transaction
will be achieved.

As more fully discussed in Note 3 to the consolidated condensed financial
statements, "Notes Payable, Bank Credit Agreement," the Company violated
certain covenants in the New Credit Agreement during the quarter ended
February 28, 2002. However, the Company obtained amendments and waivers
from the bank group related to these violations.

The Company's financial statements for the quarter ended February 28, 2002
have been prepared on a going concern basis, which contemplates the
realization of assets and the settlement of liabilities and commitments in
the normal course of business. Net sales have declined for three
consecutive years and the Company incurred net losses for the year ended
November 30, 2001 and for the quarter ended February 28, 2002 of $56,754
and $8,829, respectively. In addition, the Company had negative working
capital as of February 28, 2002 and November 30, 2001 of $221,569 and
$215,139, respectively, as a result of the classification of the
outstanding bank debt as current. Further, the Company expects to incur
additional net losses in the next three quarters of fiscal 2002. Management
believes the Company has sufficient resources to maintain its operations
until at least November 30, 2002. However, without restructuring of the
credit facility or other changes in the Company's operations, estimated
cash availability will not be sufficient to fund the scheduled principal
and interest payment on the Special Loan due November 30, 2002. Also, as a
result of the Company's recent history of declining sales and operating
losses and forecasted future losses, the Company may not be able to attract
equity capital in the public markets to strengthen its financial condition.
Given these conditions, there can also be no assurances that the Company
will meet its financial loan covenants in the future or that the bank group
will not exercise its rights within the loan agreement to accelerate
maturities on substantially all of the Company's debt. These matters raise
substantial doubt about the Company's ability to continue as a going concern.

Since joining the Company in September 2001, the new Chief Executive
Officer, along with the rest of the Company's management team, has
developed a broad strategic and operational plan that is expected to
improve operating results for fiscal 2002 and beyond. The plan refocuses
Tokheim's sales efforts on growth through different channels and geographic
segments, use of recent technology developments for creation of successful
products, global integration of engineering and software development
activities to reduce redundancy and reduction of excess physical capacity.

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.

At February 28, 2002, the aggregate amount outstanding under the revolving
facility was $28,000. The Company also had outstanding letters of credit at
February 28, 2002 of $2,537. Total availability under the revolving
facility at February 28, 2002 was $35,831, of which $5,294 was unused. Any
balances on the revolving facility are repayable in full at September 20,
2005.

The revolving credit facility was adjusted in the Second Amendment on July
23, 2001 and the Fifth Amendment and Waiver on February 28, 2002 to a
maximum amount of $35,831 from the original 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 US dollars or Euro, 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 US
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.

As of November 30, 2001 and at February 28, 2002, the Company was in
violation of certain covenants under the New Credit Agreement, as amended.
Effective February 28, 2002, the Company entered into a Fifth Amendment
Waiver and Consent. The bank group waived the November 30, 2001 violations
and waived through April 15, 2002 the minimum EBITDA requirements for the
quarter ended February 28, 2002. In addition, a change in the distribution
of mandatory prepayments between the Tranche A and Tranche B Term Loans was
included.

The April 15, 2002 deadline was subsequently extended to June 15, 2002, as
part of a new waiver entered into with the bank group. As part of this new
waiver, the Company is required to execute with the bank group by June 7
2002 a binding term sheet that sets forth the material terms of a plan of
recapitalization and restructuring of the Company's balance sheet.

The Company expects that it will not be in compliance with certain of its
covenants for the quarter ended May 31, 2002, and has requestd waivers of
such covenants from the bank group. There can be no assurance that the
Company will satisfy its financial covenants or that it will be able to
obtain amendments or waivers to the New Credit Agreement, if necessary, to
avoid default in the future. 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.

The Tranche A Term Loan and the Tranche B Term Loan were adjusted in the
First Amendment to $36,509 and $100,668, respectively, from the original
amounts of $36,540 and $100,637, 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 US 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.

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%.

As consideration for establishing the New Credit Agreement, the Company
paid certain fees and expenses to the bank group and issued 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 to 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 the indebtedness is
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
until 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), (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 and (v) all net proceeds
received by the Company relating to the Schlumberger litigation.

The New Credit Agreement, as amended, requires the Company to meet certain
consolidated financial tests, including minimum levels of EBITDA and fixed
charge coverage ratio (both as defined in the New Credit Agreement) and
maximum levels of capital expenditure. 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.

All outstanding debt under the New Credit Agreement was classified in
current liabilities at February 28, 2002 and November 30, 2001 to reflect
that there is a greater than remote possibility that this debt will become
due in the next twelve months.

4. New Accounting Pronouncements

During 2001, the Financial Accounting Standards Board issued the following
statements, which apply to Tokheim: Statement of Financial Accounting
Standards Board ("SFAS"), No. 141 "Business Combinations," SFAS No. 142,
"Goodwill and Other Intangible Assets," and SFAS No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets."

SFAS No. 141 requires that the purchase method of accounting be used for
all business combinations initiated after June 30, 2001 and includes
guidance on the initial recognition and measurement of goodwill and other
intangible assets acquired in a business combination that is completed
after June 30, 2001. The Company adopted this statement during the year
ended November 30, 2001, with no impact on the Company's consolidated
financial statements.

SFAS No. 142 no longer permits the amortization of goodwill and
indefinite-lived intangible assets. Instead, these assets must be reviewed
annually (or more frequently under certain conditions) for impairment in
accordance with this statement. The impairment test uses a fair value
approach rather than the undiscounted cash flows approach previously used.
Intangible assets that do not have indefinite lives will continue to be
amortized over their useful lives and reviewed for impairment in accordance
with SFAS No. 121. While this statement is effective for fiscal years
beginning after December 15, 2001, early adoption is permitted. The Company
adopted this standard as of December 1, 2001. Application of the
nonamortization provisions of SFAS No. 142 resulted in an increase to
income of $4,069 ($0.90 per common share) during the first quarter of 2002.
Pro forma impact on the first quarter of 2001 resulted in an increase in
net income of approximately $4,069 or ($0.90 per common share).

Set forth below is the pro forma SFAS No. 142 effect on results of
operations for the three months ended February 28, 2002 and 2001:

<PAGE>
<TABLE>
<CAPTION>
                                                                              Unaudited
                                                              ------------------------------------------
                                                                       Three months ended
                                                                          February 28,
                                                                     2002                   2001
                                                              ------------------------------------------
<S>                                                             <C>                     <C>
Net loss                                                        $       (8,447)         $      (11,375)

Add back:
Amortization of reorganization value                                         -                   4,069
in excess of amount allocable to
 identifiable assets

                                                              -----------------        -----------------
Adjusted net loss                                                       (8,447)                 (7,306)

Preferred stock dividends                                                 (382)                   (383)

                                                              -----------------        -----------------
Loss applicable to common stock                                 $       (8,829)          $      (7,689)
                                                              =================        =================


Loss per common share:
        Basic
             Net loss                                           $        (1.97)          $       (2.61)
             Amortization of reorganization value
               in excess of amount allocable to
               identifiable assets                                           -                    0.90
                                                              -----------------        -----------------
             Adjusted loss per common share                     $        (1.97)         $        (1.71)

             Weighted average shares outstanding*                        4,474                   4,500
                                                              =================        =================

        Diluted
             Net loss                                           $        (1.97)         $        (2.61)
             Amortization of reorganization value
               in excess of amount allocable to
               identifiable assets                                           -                    0.90
                                                              -----------------        -----------------
             Adjusted loss per common share                     $        (1.97)         $        (1.71)

             Weighted average shares outstanding*                        4,474                   4,500
                                                              =================        =================


*Total shares to be issued pursuant to Plan of Reorganization.

</TABLE>

<PAGE>

The Company is testing reorganization value in excess of amounts allocable
to identifiable assets using the two-step process prescribed in SFAS No.
142. The first step is to screen for potential impairment, while the second
step measures the amount of the impairment, if any. The Company is
currently performing the first of the required impairment tests for
indefinite lived intangible assets as of December 1, 2001. Based on the
steps that the Company has taken to prepare for the adoption of SFAS No.
142, it is likely that a portion of reorganization value in excess of
amounts allocable to identifiable assets will be impaired using the
impairment test required by SFAS No. 142. Any impairment that is required
to be recognized when adopting SFAS No. 142 will be reflected as the
cumulative effect of a change in accounting principle effective December 1,
2001 and the first quarter results will be restated upon adoption, as
required by SFAS No. 142. The Company has not yet determined the magnitude
of the potential impairment loss. The Company intends to complete the
measurement of the impairment loss before the end of fiscal 2002.

SFAS No. 144, which supersedes SFAS No. 121, retains many of the provisions
of SFAS No. 121, while significantly changing the criteria that must be met
to classify an asset as held for disposal. Long-lived assets to be disposed
of other than by sales are considered held and used until the disposal
occurs. In addition, SFAS No. 144 retains the basic provisions of
Accounting Principles Board Opinion ("APBO") No. 30 for presentation of
discontinued operations in the statement of operations but broadens that
presentation to reflect a component of an entity. Also, future operating
losses are no longer recognized before they occur. Companies are required
to adopt SFAS No. 144 in their fiscal year beginning after December 15,
2001, fiscal 2003 for Tokheim. Management has not yet quantified the
effect, if any, of the new standard on the Company's financial statements.

5. Segment Reporting

For the three month periods ended February 28, 2002 and 2001, 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, 2001. 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-month periods ended
February 28, 2002 and 2001 are summarized in the tables below.

<TABLE>
<CAPTION>

                                                                   Unaudited

Three months ended                          North
February 28, 2002                          America (1)     Europe/Africa    Eliminations     Consolidated
                                        ---------------  ----------------   -------------- ----------------
<S>                                           <C>               <C>                   <C>        <C>
Customer sales                                $ 33,408          $ 86,225              $ -        $ 119,633
Intercompany sales                                 418                21             (439)               -
Depreciation and amortization                    2,183             1,953              279            4,415
Operating income (loss),
  before merger and acquisition costs
  and other unusual items                       (6,664)            8,544             (296)           1,584
Total assets                                 $ 501,276         $ 252,562       $ (310,516)       $ 443,322



Three months ended                          North
February 28, 2001                          America (1)     Europe/Africa     Eliminations     Consolidated
                                        ---------------   ---------------    --------------  ----------------
Customer sales                                $ 44,146          $ 77,093              $ -        $ 121,239
Intercompany sales                                 598               615           (1,213)               -
Depreciation and amortization                    2,021             2,722            3,166            7,909
Operating income (loss), before
  merger and acquisition costs
  and other unusual items                       (2,251)            3,134           (3,141)          (2,258)
Total assets                                 $ 565,555         $ 336,286       $ (431,541)       $ 470,300


(1) Includes corporate headquarters

Reconciliation from segment information to consolidated statement of earnings:


                                                                Three months ended
                                                                   February 28,
                                                         ---------------------------------
                                                              2002             2001
                                                         ---------------- ----------------
Segment operating income (loss)                                  $ 1,584         $ (2,258)
Merger and acquisition costs and other unusual items                (845)            (732)
                                                         ---------------- ----------------
Consolidated operating income (loss)                               $ 739         $ (2,990)

</TABLE>



6. Comprehensive Loss

The table below summarizes comprehensive loss for the three-month periods
ended February 28, 2002 and 2001.

<TABLE>
<CAPTION>
                                                     ------------------------------------
                                                             Three months ended
                                                                February 28,
                                                           2002               2001
                                                     ------------------------------------
<S>                                                          <C>               <C>
Net loss                                                     $ (8,447)         $ (11,375)
Other comprehensive (income) loss:
        Foreign currency translation adjustments                 (733)             5,041

                                                     -----------------   ----------------
Comprehensive loss                                           $ (9,180)          $ (6,334)
                                                     =================   ================
</TABLE>

7. 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-month periods ended February 28, 2002 and 2001, since the
effect of such inclusion would be antidilutive during periods when a loss
from continuing operations is reported.

For the three-month periods ended February 28, 2002 and 2001, the
weighted-average number of potentially issuable common shares included
675,295 and 677,601 shares, respectively, related to warrants issued to the
Company's bank group.

Pursuant to the Plan, the holders of the Company's old senior and junior
Subordinated notes were required to exchange the notes for New Common Stock
within a one-year period, commencing at the Effective Date. Due to the
failure of some of these holders to exchange their notes within the
one-year period, the Company reduced the total number of shares outstanding
by approximately 26,000 at November 30, 2001.

8. Merger and Acquisition Costs and Other Unusual Items

The components of merger and acquisition costs and other unusual items for
the three-month periods ended February 28, 2002 and 2001 are as follows:

<TABLE>
<CAPTION>
                                                                     Three months ended
                                                                         February 28,
                                                                    2002             2001
                                                               --------------    --------------
<S>                                                             <C>              <C>
Involuntary employee termination and related costs.........     $        683     $         373
Lease cancellation and other facility costs................               45                46
Legal and professional fees................................               25                14
Reorganization.............................................               92               297
Other......................................................                -                 2
                                                               --------------    --------------
Total                                                           $        845     $         732
                                                               ==============    ==============
</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 one of the world's largest manufacturers and servicers 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 and servicer of petroleum
dispensing systems in Europe, Africa, Canada, the Middle East, Eastern
Europe and Mexico, and one of the largest in the United States. The Company
also has established operations in Asia and Latin America. In addition to
its products and services, the Company constructs, on a contractual basis,
petrol stations.

Results of Operations

Consolidated net sales for the three-month period ended February 28, 2002
were $119,633 compared to $121,239 for the comparable 2001 three-month
period. Customer sales for North America for the period decreased by 24.3%
to $33,408 in 2002 from $44,146 in 2001. This decrease is attributable to
the overall decline in the North American market. While the Company
believes that its market share in this region is either growing or
remaining constant, the overall market decline is adversely affecting
sales. European and African customer sales for the period increased by
11.8% to $86,225 in 2002 from $77,093 in 2001. Part of the increase is
attributable to continued conversion of products to enable customers to
operate utilizing the Euro currency.

Gross margins as a percent of sales (defined as net sales less cost of
sales, divided by net sales) increased to 21.8% in the three-month period
ended February 28, 2002 from 21.0% in the 2001 three-month period. This
increase is primarily attributable to the success of cost reduction
initiatives and increased productivity.

Selling, general, and administrative ("SG&A") expenses have increased from
$19,829 in the three-month period ended February 28, 2001 to $20,088 in the
three-month period ended February 28, 2002. SG&A expenses as a percent of
sales for the three-month period ended February 28, 2002 were 16.8%,
compared to 16.4% in the three-month period of 2001. This increase, both in
amount and percentage, is attributable to the use of consultants to plan,
modify, and adjust the Company's financial structure in the three-month
period ended February 28, 2002.

Depreciation and amortization expense for the three-month period ended
February 28, 2002 was $4,415, compared to $7,909 in the comparable 2001
period. This decrease was primarily attributable to the cessation of
amortization of reorganization value in excess of amount allocable to
identifiable assets pursuant to the Company's adoption of Statement of
Financial Accounting Standards ("SFAS") No. 142. This was partially offset
by the increased depreciation resulting from the capitalization of leases
related to service vehicles in France during 2001. See Note 4 to the
consolidated condensed financial statements,"New Accounting Pronouncements,"
for more information.

Merger and acquisition costs and other unusual items were $845 and for the
three-month period ended February 28, 2002, compared to $732 for the same
period in 2001. This increase is due to increased severance costs in the
2002 period related to ongoing cost reduction efforts.

Net interest expense for the three-month period ended February 28, 2002 was
$8,552, compared to $9,222 in the same period of 2001. This decrease is
primarily attributable to a significant decrease in market interest rates,
which reduced interest expense related to the variable portion of the New
Credit Agreement.

Foreign currency loss for the three-month period ended February 28, 2002
was $194, compared to a gain of $255 in the same period of 2001. These
losses are attributable to fluctuations in the value of various foreign
currencies, predominantly the Euro and the British Pound, against the U.S.
Dollar.

Other expense, net for the three-month period ended February 28, 2002 was
$119, compared to $1,053 of income in the same period of 2001. This
decrease was due to proceeds received from life insurance policies and the
reduction in estimates of certain liabilities, such as foreign Value Added
Tax, in the 2001 period that did not recur in the 2002 period.

Income tax for the three-month periods ended February 28, 2002 and 2001 was
an expense of $307 and $462, respectively. Due to decreases in state and
local taxes, tax expense decreased for the three-month period in 2002.

As a result of the above mentioned items, loss applicable to common stock
was $8,829 or $1.97 per diluted common share for the three months ended
February 28, 2002, compared to a loss applicable to common stock of $11,758
or $2.61 per diluted common share for the same period in 2001.

Liquidity and Capital Resources

The Company exited from bankruptcy in October 2000. The debt and equity
structure of the Company was based upon a strategic plan. A major
assumption of this strategic plan was that the depressed United States
market in which the Company had been operating in recent years would return
to prior growth levels. This assumption in the plan has not been realized.
In fact, the United States has continued to experience declines in the
overall market.

The results that have been achieved demonstrated to the Company that a
restructuring of its capital structure is necessary. Toward this end, the
Company initiated discussions with its lenders regarding potential
restructuring options. Though these discussions have not yet resulted in an
arrangement, the Company and its lenders are continuing to explore
alternatives. The Company is also exploring refinancing and other strategic
alernatives. The Company does not believe that this process will impact its
day-to-day operations. While the Company believes that a transaction may be
possible, there can be no assurance that a transaction will be achieved.

As more fully discussed in Note 3 to the consolidated condensed financial
statements, "Notes Payable, Bank Credit Agreement," the Company violated
certain covenants in the New Credit Agreement during the quarter ended
February 28, 2002. However, the Company obtained amendments and waivers
from the bank group related to these violations.

The Company's financial statements for the quarter ended February 28, 2002
have been prepared on a going concern basis, which contemplates the
realization of assets and the settlement of liabilities and commitments in
the normal course of business. Net sales have declined for three
consecutive years and the Company incurred net losses for the year ended
November 30, 2001 and the quarter ended February 28, 2002 of $56,754 and
$8,447, respectively. In addition, the Company had a negative working
capital as of February 28, 2002 and November 30, 2001 of $221,569 and
$215,139, respectively, as a result of the classification of the
outstanding bank debt as current. Further, the Company expects to incur
additional net losses in the next three quarters of fiscal 2002. Management
believes the Company has sufficient resources to maintain its operations
until at least November 30, 2002. However, without restructuring of the
credit facility or other changes in the Company's operations, estimated
cash availability will not be sufficient to fund the scheduled principal
and interest payment on the Special Loan due November 30, 2002. Also, as a
result of the Company's recent history of declining sales and operating
losses and forecasted future losses, the Company may not be able to attract
equity capital in the public markets to strengthen its financial condition.
Given these conditions, there can also be no assurances that the Company
will meet its financial loan covenants in the future or that the bank group
will not exercise its rights within the loan agreement to accelerate
maturities on substantially all of the Company's debt. These matters raise
substantial doubt about the Company's ability to continue as a going
concern.

Since joining the Company in September 2001, the new Chief Executive
Officer, along with the rest of the Company's management team, has
developed a broad strategic and operational plan that is expected to
improve operating results for fiscal 2002 and beyond. The plan refocuses
Tokheim's sales efforts on growth through different channels and geographic
segments, use of recent technology developments for creation of successful
products, global integration of engineering and software development
activities to reduce redundancy and reduction of excess physical capacity.
The plan includes the following major initiatives:

o     Aggressively seek to penetrate new high growth geographical markets,
      specifically Asia and Latin America;

o     Increase market share from major oil companies by attracting business
      through new customers (such as the acceptance by Shell Oil Company of
      the Company's tender offer in January 2002);

o     Increase market share of sales to hypermarkets; and

o     Reduce costs through standardization of product offerings worldwide
      and globalization of purchasing.

To achieve these goals, the plan encompasses a shift from a geographical
focus to a product line focus. The new focus divides the Company's
worldwide product portfolio into three distinct business units: the Sales
and Service Unit, the Forecourt Products Business Unit and the Systems
Business Unit. Each business unit will focus on a specific product line on
a global scale allowing use of technologies and components across
marketplaces and elimination of redundant designs. The Sales and Service
Unit will allow the Company to allocate the necessary resources to
improving customer service and selling processes, which is expected to
increase market share. The Forecourt Products Business unit will focus on
reducing costs through the creation of global components and continuous
improvement in the production area. The Systems Business Unit will focus on
maximizing research and development efforts for dispensers and software by
eliminating duplication of work. The Company believes that these operating
improvements will facilitate the Company's ability to achieve a significant
portion of planned cost savings, while increasing revenues.

The Company began to successfully implement this plan in the quarter ended
February 28, 2002, as evidenced by acceptance of Tokheim's tender offer by
Shell Oil Company United States and the announcement of the closure of
certain facilities. The Company believes that it is strategically
positioned through its international hypermarket experience to offer
products for this emerging market in the United States.

The Company believes that cash generated by the successful implementation
of its operating plan will provide sufficient funds to meet its cash needs
through November 30, 2002 and beyond. There can be no assurance, however,
that the Company will achieve planned operating results.

Cash provided from operations for the three-month period ended February 28,
2002 was $1,400 versus cash used in operations of $3,146 in the same period
of 2001. This increase was caused principally by the accrual of costs
related to ongoing legal matters, debt restructurings, and other
professional services.

Cash used in investing activities for the three-month period ended February
28, 2002 was $1,877 compared to a cash usage of $1,829 in the same period
of 2001. These outflows remained relatively constant between the two
periods due to the maintenance of minimal levels of capital expenditures.

Cash provided from financing activities for the three-month period ended
February 28, 2002 was $186 compared to $8,472 in the same 2001 period. On a
quarterly comparable basis, the cash provided in the 2002 period reflects a
reduced level of borrowings from the Company's revolving credit facility
and a decrease in cash overdrafts.

The Reorganization

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

-    the holders of approximately $190,438 of senior subordinated notes and
     other unsecured creditors were entitled to 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;

-    the holders of approximately $49,194 of junior subordinated notes were
     entitled to 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;

-    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; and

-    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 post-confirmation credit agreement (the
"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 then-existing bank loans. The New Credit Agreement, with
amounts outstanding of $285,902 and $279,127 at February 28, 2002 and
November 30, 2001, respectively, consists of:

-    Tranche A Term Loan in the amount of $33,087, adjusted from an original
     amount of $36,540 at the Effective Date, due in September 2005;

-    Tranche B Term Loan in the amount of $100,668, adjusted from an original
     amount of $100,637 at the Effective Date, due in September 2005;

-    Special Loan in the amounts of $124,147 and $119,372 at February 28,
     2002 and November 30, 2001, respectively, including payment-in-kind
     interest, payable in four annual installments of $25,000 plus accrued
     interest thereon, commencing in November 2002; and

-    Revolving credit facility in an amended maximum amount of $35,831 from
     a maximum amount of $47,765 at the Effective Date, due in September
     2005, of which $28,000 and $26,000 was outstanding at February 28,
     2002 and November 30, 2001, respectively. The Company also has
     outstanding letters of credit at February 28, 2002 and November 30,
     2001 of $2,537 and $2,002, respectively.

Interest rates on the new credit facilities are as follows:

-    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 US 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;

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

-    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 US 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.

Critical Accounting Policies

Tokheim's discussion and analysis of its financial condition and results of
operations are based upon the Company's consolidated condensed financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States. The preparation of these financial
statements requires Tokheim to make estimates and judgements that affect
the reported amounts of assets, liabilities, revenues and expenses, and
related disclosure of contingent assets and liabilities. On an on-going
basis, Tokheim evaluates its estimates, including those related to
allowances for doubtful accounts, inventories, recoverability of long-lived
assets, intangible assets, income taxes, warranty obligation, pensions and
other postretirement benefits, and contingencies in litigation. As more
fully described in Management's Discussion and Analysis in the Company's
Form 10-K for the year ended November 30, 2001, Tokheim bases its estimates
on historical experiences and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which
form the basis for making judgements about the carrying value of assets and
liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or
conditions.

The Future

The New Credit Agreement, as amended, requires the Company to meet certain
consolidated financial tests, including minimum levels of EBITDA and fixed
charge coverage ratio (both as defined in the New Credit Agreement) and
maximum levels of capital expenditure. 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.
As more fully discussed in Note 3 to the consolidated condensed financial
statements, "Notes Payable, Bank Credit Agreement," the Company violated
certain covenants in the New Credit Agreement during the quarter ended
February 28, 2002. However, the Company obtained amendments and waivers
from the bank group related to these violations. As also discussed in Note
3, the Company expects that it will not be in compliance with certain of
its covenants for the quarter ended May 31, 2002, and has requested waivers
of such covenants from the bank group.

The Company's ability to meet financial ratios and tests in the future may
be affected by events beyond its control. There can be no guarantee that
the Company will meet such financial ratios and tests 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.

Since joining the Company in September 2001, the new Chief Executive
Officer, along with the rest of the Company's management team, has
developed a broad strategic and operational plan that is expected to
improve operating results for fiscal 2002 and beyond. The plan refocuses
Tokheim's sales efforts on growth through different channels and geographic
segments, use of recent technology developments for creation of successful
products, global integration of engineering and software development
activities to reduce redundancy and reduction of excess physical capacity.


Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to various market risks, including fluctuations in
interest rates, mismatches in funding obligations and receipts and
variability in currency exchange rates. The Company has established
policies, procedures and internal processes governing its management of
market risks and the limited use of financial instruments to manage its
exposure to such risks.

The Company is subject to variability in foreign exchange rates primarily
in its European and African operations. Exposure to this variability is
managed primarily through the use of natural hedges, whereby funding
obligations and assets are both managed in the local currency. The Company,
from time to time, enters into currency exchange agreements to manage its
exposure arising from fluctuating exchange rates related to specific
transactions. Tokheim's subsidiary, Tokheim-Italia s.r.l., has entered into
interest rate swap agreements to protect exposures to interest rate
fluctuations. The Company had no other material outstanding agreements of
this nature at February 28, 2002. The sensitivity of earnings and cash
flows to variations in exchange rates is assessed by applying an
appropriate range of potential rate fluctuations to the Company's assets,
obligations and projected results of operations denominated in foreign
currencies. Based on the Company's overall currency rate exposure at
February 28, 2002, movements in currency rates could materially impact the
results of operations and financial position of the Company.

A significant portion of the Company's debt has been borrowed under
variable rate arrangements. A 1% change in interest rates on this debt as
of February 28, 2002 would impact quarterly interest expense by
approximately $400.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

In September 1998, the Company acquired the RPS Division of Schlumberger.
One of Tokheim's primary competitors, Gilbarco, formerly known as Marconi
Commerce Systems, 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 believed that this infringement breached
Schlumberger's warranty regarding ownership of the technology. Gilbarco
filed suit in federal court in North Carolina. Gilbarco named Schlumberger
as a Defendant in this lawsuit and Schlumberger failed to answer. Gilbarco
moved for a summary judgement against Schlumberger. A settlement agreement
was entered into by and between Tokheim, Schlumberger and Gilbarco on or
about October 18, 2001, regarding this matter. As part of the settlement,
the Company entered into a technology license agreement providing for
payment by the Company of royalties to Gilbarco and Gilbarco received
shares of New Common Stock in accordance with the Plan.

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 believed that $6,507 of
the claim was valid and made a provision for that amount. Pursuant to the
Plan, this provision was discharged as an impaired claim and included in
the calculation of extraordinary gain for the eleven months ended October
31, 2000. If the remaining amount of the claim were to be upheld, it would
be 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 alleged material breach of various
representations and warranties and breaches of other provisions of the
agreement entered in connection with the acquisition of RPS. The amount of
the Company's counter-claim is substantially higher than the amount of
Schlumberger's claim. The Company has commenced arbitration proceedings and
has filed its Statement of Claim in the International Court of Arbitration
to resolve the matter.

The Company has received a subpoena from the SEC requiring submission of
documentation related to the RPS acquisition that occurred in 1998 and the
subsequent treatment of goodwill related to that acquisition by the Company
on certain of its financial statements through the time of the Company's
Chapter 11 bankruptcy during the fiscal year 2000. The Company is
cooperating fully with the SEC in its response to that subpoena.

As more fully described in Note 21 to the consolidated financial
statements, "Contingent Liabilities," in the Company's Form 10-K for the
year ended November 30, 2001, the Company is defending various claims 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 be 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
            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).

4.8         Third Amendment to the Credit Agreement, dated as of October 31,
            2001, among Tokheim Corporation, various subsidiaries thereof as
            Borrowers, various financial institutions, AmSouth Bank, as
            Documentation Agent, and ABN AMRO Bank N.V., as a Lender and as
            Administrative Agent (incorporated herein by reference to the
            Company's Annual Report on Form 10-K, for the year ended November
            30, 2001).

4.9         Fourth Amendment to the Credit Agreement, dated as of February 8,
            2002, among Tokheim Corporation, various subsidiaries thereof as
            Borrowers, various financial institutions, AmSouth Bank, as
            Documentation Agent, and ABN AMRO Bank N.V., as a Lender and as
            Administrative Agent (incorporated herein by reference to the
            Company's Annual Report on Form 10-K, for the year ended November
            30, 2001).

4.10        Fifth Amendment to the Credit Agreement, dated as of February 28,
            2002, among Tokheim Corporation, various subsidiaries thereof as
            Borrowers, various financial institutions, AmSouth Bank, as
            Documentation Agent, and ABN AMRO Bank N.V., as a Lender and as
            Administrative Agent (incorporated herein by reference to the
            Company's Annual Report on Form 10-K, for the year ended November
            30, 2001).

4.11        Waiver and Consent, dated as of April 15, 2002, among Tokheim
            Corporation, various subsidiaries thereof as Borrowers, various
            financial institutions as lenders, AmSouth Bank, as a Lender and
            as Documentation Agent, and ABN AMRO Bank N.V., as a Lender, as
            issuing lender and as Administrative Agent (incorporated herein
            by reference to the Company's Annual Report on Form 10-K, for the
            year ended November 30, 2001).

4.12        Amendment No. 1 to Waiver and Consent, dated as of April 30,
            2002, among Tokheim Corporation, various subsidiaries thereof as
            borrowers, various financial institutions as lenders, AmSouth
            Bank, as a Lender and as documentation agent for the Lenders, and
            ABN AMRO Bank N.V., as a Lender, as issuing lender and as
            administrative agent for the Lenders.

4.13        Amendment No. 2 to Waiver and Consent, dated as of May 8, 2002,
            among Tokheim Corporation, various subsidiaries thereof as
            borrowers, various financial institutions as lenders, AmSouth
            Bank, as a Lender and as documentation agent for the Lenders and
            ABN AMRO Bank N.V., as a Lender, as issuing lender and as
            administrative agent for the Lenders.

4.14        Amendment No. 3 to Waiver and Consent, dated as of May 22,
            2002, among Tokheim Corporation, various subsidiaries thereof
            as borrowers, various financial institutions as lenders,
            AmSouth Bank as a Lender and as documentation agent for the
            Lenders and ABN AMRO Bank N.V., as a Lender, as issuing lender
            and as administrative agent for the Lenders.

4.15        Amendment No. 4 to Waiver and Consent, dated as of May 31, 2002,
            among Tokheim Corporation, various subsidiaries thereof as
            borrowers, various financial institutions as lenders, AmSouth
            Bank, as a Lender and as documentation agent for the Lenders
            and ABN AMRO Bank N.V., as a Lender, as issuing lender and as
            administrative agent for the Lenders

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        Employment Agreement, dated September 4, 2001, between Tokheim
            Corporation and John S. Hamilton (incorporated herein by
            reference to the Company's Annual Report on Form 10-K, for the
            year ended November 30, 2001).

10.8        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).

10.9        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       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).

10.11       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).

21.1        Subsidiaries of Tokheim Corporation (incorporated herein by
            reference to the Company's Annual Report on Form 10-K, for the
            year ended November 30, 2001).

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: May 31, 2002

                                         /s/ John S. Hamilton
                                         -------------------------------------
                                         President and Chief Executive Officer


                                         /s/ Dennis M. Maude
                                         -------------------------------
                                         Chief Accounting Officer

<PAGE>


Exhibit Index:

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

4.12        Amendment No. 1 to Waiver and Consent, dated as of April 30,
            2002, among Tokheim Corporation, various subsidiaries thereof as
            borrowers, various financial institutions as lenders, AmSouth
            Bank, as a Lender and as documentation agent for the Lenders, and
            ABN AMRO Bank N.V., as a Lender, as issuing lender and as
            administrative agent for the Lenders.

4.13        Amendment No. 2 to Waiver and Consent, dated as of May 8, 2002,
            among Tokheim Corporation, various subsidiaries thereof as
            borrowers, various financial institutions as lenders, AmSouth
            Bank, as a Lender and as documentation agent for the Lenders and
            ABN AMRO Bank N.V., as a Lender, as issuing lender and as
            administrative agent for the Lenders.

4.14        Amendment No. 3 to Waiver and Consent, dated as of May 22,
            2002, among Tokheim Corporation, various subsidiaries thereof
            as borrowers, various financial institutions as lenders,
            AmSouth Bank, as a Lender and as documentation agent for the
            Lenders and ABN AMRO Bank N.V., as a Lender, as issuing lender
            and as administrative agent for the Lenders.

4.15        Amendment No. 4 to Waiver and Consent, dated as of May 31, 2002,
            among Tokheim Corporation, various subsidiaries thereof as
            borrowers, various financial institutions as lenders, AmSouth
            Bank, as a Lender and as documentation agent for the Lenders
            and ABN AMRO Bank N.V., as a Lender, as issuing lender and as
            administrative agent for the Lenders