-----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, Ulzu3AMKuS79TWoQpLwSERQkZbcz4GlMqSLh4xHF2UIE1Qtjk2jItWxn5WCR6zHs CxKsJnhTbsZUiN+TCRxrJA== 0000950137-04-005361.txt : 20040630 0000950137-04-005361.hdr.sgml : 20040630 20040630143056 ACCESSION NUMBER: 0000950137-04-005361 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040629 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRUSERV CORP 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: 04891054 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 c86472e8vk.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) June 29, 2004 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 announcing the lifting of the moratorium on its stock redemptions. 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. Item 7. Exhibit 99.1 Press release, dated June 29, 2004 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: June 30, 2004 By /s/ David A. Shadduck ---------------------------------- Name: David A. Shadduck Title: Senior Vice President and Chief Financial Officer -2- EX-99.1 2 c86472exv99w1.txt PRESS RELEASE, DATED JUNE 29, 2004 Exhibit 99.1 [TRUSERV LOGO] PRESS RELEASE For more information, contact: Elizabeth Higgins TruServ Corporation (773) 695-5256/ehiggins@truserv.com TruServ Lifts Moratorium on Stock Redemptions CHICAGO, June 29, 2004-- TruServ Corporation announced that its Board of Directors has today voted to lift the moratorium on stock redemptions effective July 6, 2004. At its annual shareholders' meeting on March 28, 2004, there was an announcement of a conditional lift to become effective July 6, 2004. Due to improving financial conditions, the Board of Directors concluded that the capital of the corporation is no longer impaired and TruServ Corporation can resume redemption payments to shareholders. Since March 2000, TruServ Corporation had suspended redeeming the stock investments of shareholders who terminated their relationship with the cooperative following significant financial losses in 1999. TruServ Corporation's Chairman Bryan Ableidinger and President and Chief Executive Officer Pamela Forbes Lieberman jointly stated, "This is an additional important step in the turnaround of TruServ Corporation. There no longer is an impairment of our capital that prevents TruServ Corporation from redeeming shares of former members that have chosen to leave our cooperative. More importantly, earlier this quarter, our cooperative resumed issuing stock to new members who want to join the cooperative." On July 6, 2004, TruServ Corporation will commence processing the requests of shareholders that had asked to redeem their stock investments in the cooperative. As of May 29, 2004, the deferred stock redemption liability totaled $36 million of which approximately $8 million is payable in cash and the remainder is payable in the form of an installment note, with the first installment payable in cash in December 2004. These redemption mechanics are in accordance with the terms of TruServ Corporation's bylaws. The cooperative expects to process most redemption requests within 30 days of July 6, 2004. The resumption of stock issuance to new members is the result of the Securities and Exchange Commission declaring TruServ Corporation's registration statement effective April 30, 2004, which allowed TruServ Corporation to once again issue its Class A stock to new members. TruServ, headquartered in Chicago, is one of the world's largest member-owned hardware cooperatives with annual sales of $2 billion in 2003. The TruServ cooperative includes approximately 6,100 independent retailers worldwide operating under store identities that include True Value, Grand Rental Station, Party Central, Taylor Rental, Home & Garden Showplace and Induserve Supply. Additional information on TruServ and its retail identities is available at www.truserv.com. -----END PRIVACY-ENHANCED MESSAGE-----