8-K 1 c90756e8vk.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 -------------------------------------------------------------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DECEMBER 29, 2004 Date of Report (Date of earliest event reported) TRUE VALUE COMPANY (Exact name of registrant as specified in its charter) DELAWARE 2-20910 36-2099896 (State or other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 8600 W. BRYN MAWR AVENUE CHICAGO, ILLINOIS 60631-3505 (Address of principal executive offices)(Zip Code) Registrant's telephone number, including area code: (773)-695-5000 TRUSERV CORPORATION (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ITEM 5.03 -- AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. On December 29, 2004, TruServ Corporation filed a Certificate of Ownership and Merger with the State of Delaware effective as of December 31, 2004 whereby TSTV, Inc., a wholly owned subsidiary of TruServ, merged with and into TruServ. TruServ was the surviving corporation and as part of the merger changed its name to "True Value Company". The by-laws of the surviving corporation were also amended as of December 31, 2004 to reflect the new name of the corporation as True Value Company. ITEM 9.01 -- FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits EXHIBIT NO. EXHIBIT ----------- -------------------------------------------------------------------- 3.1 Certificate of Ownership and Merger, amendment to Articles of Incorporation effective as of December 31, 2004 3.2 By-Laws of True Value Company, as amended and restated as of December 31, 2004 SIGNATURE 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. TRUE VALUE COMPANY Date: January 5, 2005 By /s/ David A. Shadduck --------------------------------- Name: David A. Shadduck Title: Senior Vice President and Chief Financial Officer 2 -------------------------------------------------------------------------------- EXHIBIT INDEX EXHIBIT NO. EXHIBIT ------------ ------------------------------------------------------------------ 3.1 Certificate of Ownership and Merger, amendment to Articles of Incorporation effective as of December 31, 2004 3.2 By-Laws of True Value Company, as amended and restated as of December 31, 2004 3 --------------------------------------------------------------------------------