Management Solutions Incorporated to Merge Into Tokheim Corporation

Business Wire, Jan 7, 1998

FORT WAYNE, Ind.--(BUSINESS WIRE)--Jan. 7, 1998--Tokheim Corporation (NYSE:TOK) today announced the acquisition of Management Solutions, Inc., (MSI), a leading developer, publisher, and distributor of retail automation Point-of-Sale (POS) software systems principally for the convenience store, petroleum dispensing, and fast food service industries.

The completed acquisition, which involves an initial cash consideration and a multi-year, capped earnout based on the achievement of specific profitability goals, will be treated as a purchase transaction for accounting purposes and is expected to be accretive to Tokheim's earnings beginning with the first year of consolidated operation. MSI's current management group, which includes the company's founder, Rusty Elston, who previously held information services management positions with a major oil company, will continue to manage operations, reporting directly to Tokheim Corporation's Chief Financial Officer, John A. Negovetich, who will oversee integration of MSI into Tokheim's sales and distribution networks.

MSI, a privately held Denver-based company founded in 1985, has experienced a rapid sales build-up based on broadening industry acceptance of its Convenience Management Solution (TM) (CVN) Point-of-Sale system. The system, which has the flexibility of interfacing with all pumps produced by the leading dispenser manufacturers, offers integrated features of advanced gas pump controls, barcode scanning, credit/debit authorization, commercial and charge accounts, employee time clock, quick serve restaurant capability, VSAT, detailed inventory tracking, and superior cash drawer controls among others.

Douglas K. Pinner, Tokheim's Chairman, President, and Chief Executive Officer, stated: "The advent of quickly advancing service station equipment technologies that materially improve quality, reliability, and customer convenience, is serving as a driver to capital equipment spending by the major oil companies. POS systems enhancements are a centerpiece in that growing trend. Tokheim's strategic objective is to be the leader in applying software technology advancements to meet our customers' needs. This merger with MSI clearly positions Tokheim to provide its customers with a total systems solution.

"We believe the acquisition of MSI accelerates Tokheim's ability to significantly extend its technology position across the Tokheim/Sofitam global product platform. Through the merger into Tokheim, MSI gains the sales, marketing, service, technical, and financial resources it requires to rapidly enhance its product offering and to take it to the broader global marketplace through Tokheim's global distribution network. MSI's highly flexible and user friendly CVN system already enjoys a large and very loyal domestic installed customer base. It represents an excellent open architecture platform. The advanced functionality of CVN further enhances the current Tokheim offerings: Columbus, S2000, Prisma, Euro PC, and Gasboy POS systems. Underlying the strong product compatibility is a very valuable personal compatibility between Tokheim and MSI management and our respective management philosophies in which we plan to invest heavily in the future."

"We're excited about the long-term impact of the merger with Tokheim," says Rusty Elston, Founder and President of Management Solutions, Inc. Our customers will gain greater local support for our Convenience Store Automation Solution, both nationally and internationally. MSI customers have always enjoyed a world-class Retail Automation Solution. Now, as a result of the merger, we have expanded our experienced personnel providing unparalleled service to clients around the globe. In addition, Tokheim has an international presence that will significantly support MSI's expansion plans into foreign markets. MSI customers will be delighted to have two reliable organizations committed to the highest level of product quality and service."

Tokheim Corporation is a global leader in the design, manufacture, and servicing of electronic and mechanical petroleum dispensers and pumps, point-of-sale and retail automation systems, fleet management systems, electronic transfer and hand pumps for customers around the world.

The statements in this release that relate to future plans, expectations, events, performance, and the like are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the Securities Exchange Act of 1934. Actual results or events could differ materially from those described in the forward-looking statements.

CONTACT: Tokheim Corporation, Fort Wayne

John A. Negovetich, 219/470-4677

or

Kehoe, White, Savage & Co., Inc.

John P. Kehoe/Van Negris, 212/888-1616