-----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, CAJuD/1PUhT2x2bylbJK3OFFt1dQYWV5rvNCnA3M9glOnjgdFT6kBeknRpvRw9sL lh3Tl3Ms3fCb6hJDJd9GVA== 0000950137-01-503245.txt : 20010822 0000950137-01-503245.hdr.sgml : 20010822 ACCESSION NUMBER: 0000950137-01-503245 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010820 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010821 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: 1720180 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 c64689e8-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 20, 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 July, 2001 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' 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 20, 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 21, 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 c64689ex99-1.txt PRESS RELEASE 1 [TRU-SERV LOGO] EARNINGS RELEASE TRUSERV REPORTS JULY RESULTS CHICAGO, AUGUST 20, 2001 -- TruServ Corporation reported today revenue for the month ended July 28, 2001 of $199.5 million, down 6.6 percent after excluding net sales from the lumber business, sold in December of 2000. Revenue compared to the same period a year ago, which includes the lumber business was down 32.4 percent. The co-op reported a net loss for the month of $2.3 million, versus a loss of $0.1 million in the same period a year ago. After excluding the direct earnings of $1.2 million from the lumber business in July of last year and after excluding restructuring charges of $0.1 million and unusual legal and refinancing costs of $0.8 million incurred in July of this year, on a comparative basis, the net loss was only $0.1 million greater than a year ago. An improved mix of warehouse sales versus manufacturer direct sales to members, together with the effect of cost reductions partially offset the loss increase from lower overall volumes. Reductions in both corporate staff and the distribution network, together with lower advertising expense, all helped in reducing the co-op's ongoing costs. TruServ's membership decline in the first seven months lessened by 1.1 percent compared with the same period last year. "We were especially encouraged to see an increase in handled hardware and paint revenue of $2.2 million on a same store basis," said Pamela Forbes Lieberman, Chief Operating Officer and Chief Financial Officer. "Our members are clearly pulling the volume lever and we'll continue to pull the efficiency lever." Senior note and revolver debt was $409 million at the end of July, compared with $510 million outstanding at July month end a year ago. "Our re-financing process continues on track," said Lieberman, "and we anticipate receiving an extension to our current lenders' reservation of rights letters by the end of August." The original letters, which are still in force, have been extended several times previously. 2 July Earnings Report August 20, 2001 - -------------------------------------------------------------------------------- MONTH OF JULY SUMMARY RESULTS ($ IN MILLIONS) July July $ % 2001 2000 Change Change ------- ------- -------- ------ Comparative Revenue $ 199.5 $ 213.5 $ (14.0) -6.6% Lumber Business Revenue $ -- $ 81.7 $ (81.7) ------- ------- ------- Reported Revenue $ 199.5 $ 295.2 $ (95.7) -32.4% Comparative Net Loss $ (1.4) $ (1.3) $ (0.1) -7.7% Lumber Business Earnings $ - $ 1.2 $ (1.2) Restructuring Expense $ (0.1) $ - $ (0.1) Unusual Refinancing and Legal Fees $ (0.8) $ - $ (0.8) ------- ------- ------- Reported Net Loss $ (2.3) $ (0.1) $ (2.2) nm - -------------------------------------------------------------------------------- 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-----