-----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, N4Yz5WI4pRrlB2PF/9fbyR+QhroBUSjxwCCqjjQgXz5XqRNxP52KLkm//OTNrJf9 tJuc0lmRyHmyQRrUbYMvmQ== 0000950137-01-502964.txt : 20010814 0000950137-01-502964.hdr.sgml : 20010814 ACCESSION NUMBER: 0000950137-01-502964 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010811 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRUSERV CORP CENTRAL INDEX KEY: 0000025095 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-LUMBER, PLYWOOD, MILLWORK & WOOD PANELS [5031] 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: 1706666 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: COTTER & CO DATE OF NAME CHANGE: 19920703 8-K 1 c64446e8-k.txt CURRENT REPORT 1 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) August 11, 2001 TRUSERV CORPORATION (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) 2 Item 5. Other events. TruServ Corporation issued the attached press release in connection with its second quarter financial results. Matters discussed in the attached press release are 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. Item 7. Exhibit 99.1 Press release, dated August 11, 2001 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. TRUSERV CORPORATION (Registrant) Date: August 13, 2001 By /s/ Pamela Forbes Lieberman ---------------------------------- Name: Pamela Forbes Lieberman Title: Chief Operating Officer, Chief Financial Officer and Senior Vice President -2- EX-99.1 3 c64446ex99-1.txt PRESS RELEASE 1 [TRUSERV LOGO] Earnings Release TRUSERV REPORTS SECOND QUARTER EARNINGS PROFIT IMPROVEMENTS BUFFER SLUGGISH SALES CHICAGO, August 11, 2001 - TruServ Corporation reported today revenue for the quarter ended June 30 of $747.8 million, down 34.2 percent from the same period a year ago. Revenue was down 10.5 percent after excluding net sales from the lumber business, which was sold in December of 2000. Earnings for the quarter were $2.6 million, down from $11.9 million from the same period a year ago. Earnings increased quarter over quarter by $0.6 million, after excluding the direct earnings of $4.1 million from the lumber business in the second quarter of last year and excluding restructuring charges and unusual legal and refinancing costs of $4.4 million and $1.4 million, respectively, incurred in the second quarter of this year. Improved mix of warehouse sales versus manufacturer direct sales to members together with the effects of cost reduction initiatives more than offset the loss of earnings from lower hardware revenue. Reductions in both corporate staff and the distribution network, together with lower advertising expense, all helped in the reduction of the co-op's costs. Revenue for the six months ended June 30 was $1.4 billion, down 35.2 percent from the same period a year ago. Revenue was down 9.9 percent after excluding last year's revenue from the lumber business. The net loss for the first six months was $11.4 million, down from net income of $3.0 million from the same period a year ago. Earnings decreased only $0.2 million period over period, after excluding the direct earnings of $7.5 million from the lumber business in the first half of last year and restructuring charges and unusual legal and refinancing costs of $5.0 million and $1.7 million, respectively, incurred in the first six months of this year. As of June 30, senior and revolver debt was $400 million, compared with $529 million outstanding for the same period a year ago, a reduction of nearly 25 percent. "Both the sale of the lumber business and improved working capital performance has significantly helped our debt position," said Pamela Forbes Lieberman, Chief Operating Officer 2 and Chief Financial Officer. "Clearly, we're on the right path and we'll continue to reduce our debt as we raise cash and lower expenses." TruServ's refinancing initiative continues on track. Appraisals are now complete on the co-op's real estate, fixed assets and inventory. Three prospective lenders have essentially completed their financial due diligence, including reviewing TruServ's financial statements and business plan in great detail. The co-op's senior management team met with both current lenders as well as three prospective lenders over the last couple of weeks to present TruServ's business plan. These meetings were very positive. The prospective lenders are now working through their internal underwriting and commitment approval process. TruServ is prepared to receive commitment letters by late August/early September. Accepting a commitment in that timeframe could put TruServ in a position to close on the new financing in the fourth quarter. Meanwhile, TruServ is working with their current lenders to extend further the reservation of rights letter into the fourth quarter or the early part of 2002. The original letter, which is still in force, has been extended several times previously. 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. ### -----END PRIVACY-ENHANCED MESSAGE-----