-----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, RbE1DLl8dUCeWomZUV9T1sM/FF5RrlTibh5ICDWOP3p82UpRasnH+tM1dDpMfVao 92v58DDFGpOxUHkaZe72uA== 0000950137-05-013219.txt : 20051102 0000950137-05-013219.hdr.sgml : 20051102 20051102161350 ACCESSION NUMBER: 0000950137-05-013219 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051027 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051102 DATE AS OF CHANGE: 20051102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRUE VALUE CO 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: 051173427 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: TRUSERV CORP DATE OF NAME CHANGE: 19970707 FORMER COMPANY: FORMER CONFORMED NAME: COTTER & CO DATE OF NAME CHANGE: 19920703 8-K 1 c99659e8vk.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 Date of Report (Date of earliest event reported): October 27, 2005 ---------------- 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 West Bryn Mawr Avenue, Chicago, Illinois 60631-3505 ----------------------------------------------- ------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (773) 695-5000 -------------- Not Applicable ----------------------------------------------------- (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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. On October 27, 2005, Laurence L. Anderson tendered his resignation as a Director of the Board and member of the Audit and Legal Committees of the Board of Directors (the "Board") of True Value Company (the "Company"). The resignation was not related to any disagreement between Mr. Anderson and the Company on any matter. Mr. Anderson's term would have otherwise expired in 2006. On October 27, 2005, the Board also appointed Richard E. George, Jr. as a new Director of the Board, effective immediately, with a term that expires at the 2006 annual meeting of stockholders. A copy of the Company's press release, dated November 1, 2005, which announced the director transition is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit No. Description ----------- ----------- 99.1 Press Release, dated November 1, 2005 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. 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. True Value Company Date: November 2, 2005 By /s/ David A. Shadduck ------------------------ Name: David A. Shadduck Title: Senior Vice President and Chief Financial Officer EX-99.1 2 c99659exv99w1.txt PRESS RELEASE Exhibit 99.1 [TRUE VALUE COMPANY LOGO] For Immediate Release For more information, contact: November 1, 2005 True Value Media Relations (312) 240-2882 TRUE VALUE ANNOUNCES NEW BOARD MEMBER CHICAGO, NOVEMBER 1, 2005 - True Value Company announced today that Richard E. George has been appointed to True Value Company's board of directors and will stand for election at the company's next annual meeting of shareholders in March 2006. George replaces Laurence Anderson, who is retiring from the board to pursue other commitments. Anderson served on the board from May 2002 through October 2005. "I want to thank Larry Anderson for his three years of dedicated service to the co-op's board, said Bryan Ableidinger, chairman of the board. "I also want to welcome Dick to the board. His wealth of consumer retail and financial experience will be an invaluable asset to True Value Company." George spent much of his distinguished career with various operations of the Jewel Companies, Inc., a multi-billion-dollar grocery and drug store chain headquartered in Chicago. He began with Jewel in 1962 where he rose to the position of executive Vice President in charge of accounting, treasury, and information systems. From 1979 to 1988 he served as president and CEO of Osco Drug, Inc. In 1989 he founded Ulta 3 Cosmetics & Salon, Inc. and served as initial Chairman and CEO until 1994. Most recently, George has been an active member of Alpha Capital's CEO Advisor Group and serves as Chairman of Fund III's CEO advisors. Additionally, he serves as a non-executive Chairman of the Board for Factory Card & Party Outlet Corp., as well as the President and Chief Executive Officer of R.G. Trends, Inc. George received his undergraduate and masters degrees from the University of Illinois and is a registered CPA. True Value Company, headquartered in Chicago, is one of the world's largest member-owned wholesale hardware cooperatives with sales of $2 billion in 2004. The True Value cooperative includes approximately 6,000 independent retailer locations worldwide operating under the store identities of True Value, Grand Rental Station, Taylor Rental, Party Central, Home & Garden Showplace and Induserve Supply. Additional information on True Value and its retail identities is available at www.truevaluecompany.com. ### World Headquarters - 8600 W. Bryn Mawr Ave. - Chicago, Illinois 60631-3505 - 773.695.5000 -----END PRIVACY-ENHANCED MESSAGE-----