-----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, NZvzPt0/FX2VkfNFSFBVtGrw/j0ECVP2xJX4SGwqSNgqf0K5n4k6b96kR4ShN9xo ibWXG5c9OWWuH7/iulpT7g== 0000950137-01-505337.txt : 20020413 0000950137-01-505337.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950137-01-505337 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011220 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011227 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: 1824209 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 c66711e8-k.txt CURRENT REPORT 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) December 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) Item 5. Other Events. TruServ Corporation issued the attached press release in connection with its November, 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'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 December 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: December 27, 2001 By /s/ David A. Shadduck ---------------------------------- Name: David A. Shadduck Title: Senior Vice President and Chief Financial Officer -2- EX-99.1 3 c66711ex99-1.txt PRESS RELEASE, DATED 12/20/01 EXHIBIT 99.1 [TRU*SERV (TM) LOGO] EARNINGS RELEASE TRUSERV REPORTS NOVEMBER EARNINGS MONTHLY EARNINGS BEAT PRIOR YEAR'S RESULTS EVEN WITH LOWER SALES CHICAGO, DEC. 20, 2001 - TruServ Corporation reported today revenue for the month ended Nov. 24, 2001 of $192.7 million, down 7.0 percent from $207.2 million, after excluding net sales from the lumber business, which was sold in December of 2000. Revenue compared to the same period a year ago, which includes the lumber business, was down 30.9 percent. The co-op reported net income for the month of $1.2 million, versus a loss of $0.4 million in the same period a year ago, after excluding the earnings of the divested lumber business. When you include the $0.7 million of direct earnings from the lumber business, last year's results for the month of November was income of $0.3 million. This November's income included $0.9 million of nonrecurring legal and refinancing costs. Pamela Forbes Lieberman, TruServ's President and Chief Executive Officer, said that cost reductions, coupled with higher concentration of purchases from our members, are having the desired effect on operations. "Operations in November continued to generate positive earnings for the co-op," said Forbes Lieberman. "Our business plan to streamline operations, reduce expenses and improve productivity is working." Forbes Lieberman reiterated that TruServ is on track to secure a new financing agreement in 2001 but cautioned that one-time restructuring charges in December, principally due to the closing of the Hagerstown, Md., distribution center, will result in a substantial loss for the year. "Operationally, we're considerably stronger today than we were a year ago," she said. "The path to sustainable profitability is being paved this year as we restructure the size of our distribution network, secure long-term financing and rightsize our corporate staffing levels." Forbes Lieberman also pointed to a significant reduction in TruServ's senior note and revolver debt as a sign of forward momentum. "At the end of November, senior note and revolver debt, net of available cash on hand, was $357.4 million, down 26 percent compared with $483.3 million outstanding at November month end a year ago. November Earnings Release Page 1 MONTH OF NOVEMBER SUMMARY RESULTS ($ in millions)
$ % 2001 2000 Change Change -------- -------- ------- ------- Comparative Revenue $ 192.7 $ 207.2 $ (14.5) -7.0% Lumber Business Revenue $ - $ 71.8 $ (71.8) -------- -------- ------- Reported Revenue $ 192.7 $ 279.0 $ (86.3) -30.9% Comparative Net Income /(Loss) $ 2.1 $ (0.4) $ 2.5 nm Direct Lumber Business Earnings $ - $ 0.7 $ (0.7) Refinancing & Unusual Legal Fees $ (0.9) $ - $ (0.9) -------- -------- ------- Reported Net Income $ 1.2 $ 0.3 $ 0.9 400%
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 is incorporated into this news release by reference. ### November Earnings Release Page 2
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