-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CkdwgIGGr5+LzoDjx5oo/aLXkig+E5kakQw5CHLkUIJqkQvMzQyKmzB54ARD8E7G 6LOnq3nmITr/r5lyKujVFA== 0000950137-05-002534.txt : 20050302 0000950137-05-002534.hdr.sgml : 20050302 20050302165523 ACCESSION NUMBER: 0000950137-05-002534 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050218 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050302 DATE AS OF CHANGE: 20050302 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRUE VALUE CO CENTRAL INDEX KEY: 0000025095 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-HARDWARE & PLUMBING & HEATING EQUIPMENT & SUPPLIES [5070] IRS NUMBER: 362099896 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-18397 FILM NUMBER: 05654977 BUSINESS ADDRESS: STREET 1: 8600 WEST BRYN MAWR AVE CITY: CHICAGO STATE: IL ZIP: 60631-3505 BUSINESS PHONE: 7736955000 MAIL ADDRESS: STREET 1: 8600 W. BRYN MAWR AVENUE CITY: CHICAGO STATE: IL ZIP: 60631-3505 FORMER COMPANY: FORMER CONFORMED NAME: TRUSERV CORP DATE OF NAME CHANGE: 19970707 FORMER COMPANY: FORMER CONFORMED NAME: COTTER & CO DATE OF NAME CHANGE: 19920703 8-K 1 c92721e8vk.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) February 18, 2005 TRUE VALUE COMPANY (Exact Name of Registrant as Specified in Its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 2-20910 36-2099896 (Commission File Number) (I.R.S. Employer Identification No.) 8600 WEST BRYN MAWR AVENUE, CHICAGO, ILLINOIS 60631-3505 (Address of Principal Executive Offices) (Zip Code) 773-695-5000 (Registrant's Telephone Number, Including Area Code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Conditions On February 18, 2005, True Value Company issued the attached press release in connection with its 2004 annual earnings. A copy of the press release is attached to this Form 8-K as exhibit 99.1. The information in this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such filing. Item 8.01 Other Events On February 25, 2005, True Value Company issued the attached press release in connection with announcing that it will close its Chicago paint manufacturing facility and move its operations to the Cary, Illinois facility. A copy of the press release is attached to this Form 8-K as exhibit 99.2. Item 9.01 Financial Statements and Exhibits (c) Exhibits Exhibit No. Description ----------- ----------- 99.1 Press Release, dated February 18, 2005 99.2 Press Release, dated February 25, 2005 Matters discussed in the attached press release may contain forward-looking statements within the meaning of the safe-harbor provisions of the Securities Exchange Act of 1934. These forward-looking statements are subject to various risks and uncertainties. Actual results may vary materially from the expectations contained therein. The factors that could cause actual results to differ materially from the projections, forecasts, estimates and expectations discussed therein may include factors that are beyond the company's ability to control or estimate precisely, such as the ultimate requirements of the company's lenders, projections about the efficiencies that may be achieved by the company's initiatives, expectations about member response to the company initiatives, estimates of future market conditions in the hardware industry, the behavior of other market participants in the industry and the actions and economic conditions in the service territories of the company's members. Other risk factors are detailed from time to time in the company's SEC reports. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as to the date of this document. The company does not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this letter. 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 hereunto duly authorized. TRUE VALUE COMPANY (Registrant) Date: March 2, 2005 By /s/ David A. Shadduck ------------------------------------ Name: David A. Shadduck Title: Senior Vice President and Chief Financial Officer EX-99.1 2 c92721exv99w1.txt PRESS RELEASE, DATED FEBRUARY 18, 2005 Exhibit 99.1 [TRUE VALUE COMPANY LOGO] For Immediate Release For more information, contact: February 18, 2005 True Value Media Relations (312) 240-2882 TRUE VALUE COMPANY ANNOUNCES 2004 FINANCIAL RESULTS True Value Doubles Earnings on Flat Revenue CHICAGO, FEB. 18, 2005 - True Value Company today reported 2004 net margin of $43.2 million, up 104% from 2003 earnings of $21.2 million. The full year impact of the August 29, 2003 refinancing was the primary driver of the earnings improvement. The co-op also reported 2004 revenue of $2,023.9 million, flat with 2003 revenue of $2,024.3 million. True Value reported net margin of $10.8 million for the quarter ended December 31, 2004, up 5.9% compared to net margin of $10.2 million for the same period a year ago. The co-op also reported $474.7 million in revenue for the fourth quarter, down 8.7% from $520.2 million for the same period a year ago. Softer same store sales and two fewer shipping days in the fourth quarter were the primary drivers of the revenue decline. President and Chief Executive Officer Tom Hanemann said, "We're pleased with what our co-op accomplished during 2004. In addition to strong earnings performance and stabilizing our top line for the first time in five years, we lifted the four-year moratorium on stock redemption in July. Our co-op also reduced its total year-end debt 12.2% from $192.3 million to $168.8 million. We are poised for growth and further earnings improvement." True Value, headquartered in Chicago, is one of the world's largest member-owned wholesale hardware cooperatives with sales of $2 billion in 2004. The True Value cooperative includes approximately 6,000 independent retailer locations worldwide operating under the store identities of True Value, Grand Rental Station, Taylor Rental, Party Central, Home & Garden Showplace and Induserve Supply. Additional information on True Value and its retail identities is available at www.truevaluecompany.com. This earnings release may contain forward-looking statements that involve risks and uncertainties. The following factors could cause results to differ materially from management expectations as projected in such forward-looking statements: seasonal variations, competition, risks of new business areas, the availability and cost of real estate and construction, and changes in federal or state legislation or regulations. Members are referred to the "Cautionary Note Regarding Forward-Looking Statements" in the company's most recent Form 10-K, which Note is incorporated into this news release by reference. EX-99.2 3 c92721exv99w2.txt PRESS RELEASE, DATED FEBRUARY 25, 2005 Exhibit 99.2 [TRUE VALUE COMPANY LOGO] For Immediate Release For more information, contact: February 25, 2005 True Value Media Relations (312) 240-2882 TRUE VALUE TO STREAMLINE MANUFACTURING FACILITIES Chicago paint manufacturing facility to close November 2005, Cary, IL facility to absorb operations Chicago, February 25 - True Value Company announced today that it will close its Chicago paint manufacturing facility in November 2005. The move will mean greater operational efficiencies for the cooperative. "Streamlining our manufacturing operations puts the co-op in a stronger position and fits with our strategic growth plan, helping us to remain competitive," said Tom Hanemann, CEO. "These decisions, regrettably, affect 30 employees and we are working to ensure a smooth transition for them." Operations at the under utilized plant have steadily declined over the last few years while property values in the area have greatly increased. True Value plans to sell the facility, located at 823 W. Blackhawk Street, which encompasses a city block near the intersection of North and Clybourn. Chicago paint manufacturing operations will be absorbed by the Cary, Illinois facility. Blackhawk employees will begin a phased exit starting in August 2005. True Value is working closely with employees throughout the transition process. The move comes as True Value continues to implement its strategic growth plan, increasing efficiencies, strengthening wholesale excellence and introducing new programs. ### True Value Company, headquartered in Chicago, is one of the world's largest member-owned wholesale hardware cooperatives with $2 billion in annual revenue. The cooperative includes approximately 6,100 independent retailer locations worldwide operating under the store identities of True Value, Grand Rental Station, Taylor Rental, Party Central, Home & Garden Showplace, Induserve Supply and Commercial Sales. Additional information on True Value Company and its retail identities is available at www.truevaluecompany.com. World Headquarters o 8600 W. Bryn Mawr Ave. o Chicago, Illinois 60631-3505 o 773.695.5000 -----END PRIVACY-ENHANCED MESSAGE-----