-----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, OuG3R2Xan3V19bnaSbrTIGMq6aTPmrgcJPG8MvTBGE4pdSxTH5V7RRuPTOevvGgg kx2Durl0+QixbRLoIc+35Q== 0000950137-02-004546.txt : 20020816 0000950137-02-004546.hdr.sgml : 20020816 20020816164613 ACCESSION NUMBER: 0000950137-02-004546 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020813 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020816 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: 02741603 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 c71384e8vk.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) August 13, 2002 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) Item 5. Other Events Attached hereto as Exhibits 99.1 and 99.2 are the Statements under Oath of the Principal Executive Officer and the Principal Financial Officer, respectively, required by Order No. 4-460, as filed with the Securities and Exchange Commission on August 13, 2002. Item 7. Exhibit 99.1 Statement under Oath of the Principal Executive Officer, dated August 13, 2002 99.2 Statement under Oath of the Principal Financial Officer, dated August 13, 2002 -2- 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 16, 2002 By: /s/ David A. Shadduck ------------------------- Name: David A. Shadduck Title: Senior Vice President and Chief Financial Officer -3- EX-99.1 3 c71384exv99w1.txt STATEMENT UNDER OATH OF THE CEO EXHIBIT 99.1 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Pamela Forbes Lieberman, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of TruServ Corporation and, except as corrected or supplemented in a subsequent covered report: o No covered report contained an untrue statement of material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials [which TruServ is not required to file], as of the date on which it was filed), except as provided below; and o No covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials [which TruServ is not required to file], as of the date on which it was filed), except as provided below: |_| TruServ had for several years, from at least February 1997 through at least the end of 1999, inadequate internal controls relating to, among other things, various aspects of inventory management, accounts payable, cost of goods sold and accounting for certain income and expense items. Principally as a result of these deficiencies, TruServ reported a loss of $131,143,000 for fiscal year 1999. In addition, based upon the information available and in accordance with generally accepted accounting principles, TruServ recorded an inventory pick up of $22,200,000 in the fourth quarter of fiscal year 2000, some of which may have related to prior periods. Because the problems identified above were caused by systematic flaws in internal controls, and as TruServ did not take complete physical inventories at December 31, 1999, TruServ does not have information available to determine if it is necessary to restate its financial statements for 1999 or cost of goods sold for fiscal 2000. |_| As a result, while I am not aware of any information that would cause me to believe that any of the pre-2001 financial statements can or should be modified, I cannot make the certifications set forth above with respect to TruServ's financial statements for the 1999 fiscal year and the income statement with respect to the inventory pick up described above, included in TruServ's financial statements for the 2000 fiscal year, which are included in TruServ's Annual Report on Form 10-K for the year ended December 31, 2001. |_| On May 24, 2002, TruServ filed a Form 8-K in which it disclosed that the Midwest Regional Office of the Commission intended to recommend to the Commission an enforcement proceeding against TruServ seeking a cease and desist order relating to the 1999 loss and to the deficiencies in TruServ's internal controls, in part, described herein. TruServ has entered into negotiations with the Commission staff, and is in the process of making an Offer of Settlement to the Commission in connection with resolving the Commission's investigation of these matters. TruServ will make such Offer of Settlement without admitting or denying the findings in any Commission Order. If the Commission accepts TruServ's Offer of Settlement, TruServ will be subject to a cease and desist order requiring it to maintain books and records in conformance with the requirements of the Securities Exchange Act of 1934 and to undertake certain other ancillary procedures. (2) I have reviewed the contents of this statement with TruServ's audit committee. (3) In this statement under oath, each of the following, filed on or before the date of this statement, is a "covered report": o TruServ Corporation's Annual Report on Form 10-K for the year ended December 31, 2001; o All reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials (which TruServ is not required to file) of TruServ filed with the Commission subsequent to the filing of the Form 10-K identified above; and o Any amendments to any of the foregoing. Subscribed and sworn to Before me this 13th day of August 2002. /s/ Pamela Forbes Lieberman /s/ Susan A. Scheibenreif - --------------------------- ------------------------- Pamela Forbes Lieberman Notary Public August 13, 2002 My Commission Expires: 6/19/2004 EX-99.2 4 c71384exv99w2.txt STATEMENT UNDER OATH OF THE CFO EXHIBIT 99.2 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, David A. Shadduck, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of TruServ Corporation and, except as corrected or supplemented in a subsequent covered report: o No covered report contained an untrue statement of material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials [which TruServ is not required to file], as of the date on which it was filed), except as provided below; and o No covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials [which TruServ is not required to file], as of the date on which it was filed), except as provided below: |_| TruServ had for several years, from at least February 1997 through at least the end of 1999, inadequate internal controls relating to, among other things, various aspects of inventory management, accounts payable, cost of goods sold and accounting for certain income and expense items. Principally as a result of these deficiencies, TruServ reported a loss of $131,143,000 for fiscal year 1999. In addition, based upon the information available and in accordance with generally accepted accounting principles, TruServ recorded an inventory pick up of $22,200,000 in the fourth quarter of fiscal year 2000, some of which may have related to prior periods. Because the problems identified above were caused by systematic flaws in internal controls, and as TruServ did not take complete physical inventories at December 31, 1999, TruServ does not have information available to determine if it is necessary to restate its financial statements for 1999 or cost of goods sold for fiscal 2000. |_| As a result, while I am not aware of any information that would cause me to believe that any of the pre-2001 financial statements can or should be modified, I cannot make the certifications set forth above with respect to TruServ's financial statements for the 1999 fiscal year and the income statement with respect to the inventory pick up described above, included in TruServ's financial statements for the 2000 fiscal year, which are included in TruServ's Annual Report on Form 10-K for the year ended December 31, 2001. |_| On May 24, 2002, TruServ filed a Form 8-K in which it disclosed that the Midwest Regional Office of the Commission intended to recommend to the Commission an enforcement proceeding against TruServ seeking a cease and desist order relating to the 1999 loss and to the deficiencies in TruServ's internal controls, in part, described herein. TruServ has entered into negotiations with the Commission staff, and is in the process of making an Offer of Settlement to the Commission in connection with resolving the Commission's investigation of these matters. TruServ will make such Offer of Settlement without admitting or denying the findings in any Commission Order. If the Commission accepts TruServ's Offer of Settlement, TruServ will be subject to a cease and desist order requiring it to maintain books and records in conformance with the requirements of the Securities Exchange Act of 1934 and to undertake certain other ancillary procedures. (2) I have reviewed the contents of this statement with TruServ's audit committee. (3) In this statement under oath, each of the following, filed on or before the date of this statement, is a "covered report": o TruServ Corporation's Annual Report on Form 10-K for the year ended December 31, 2001; o All reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials (which TruServ is not required to file) of TruServ filed with the Commission subsequent to the filing of the Form 10-K identified above; and o Any amendments to any of the foregoing. Subscribed and sworn to Before me this 13th day of August 2002. /s/ David A. Shadduck /s/ Susan A. Scheibenreif - --------------------- ------------------------- David A. Shadduck Notary Public August 13, 2002 My Commission Expires: 6/19/2004 -----END PRIVACY-ENHANCED MESSAGE-----