-----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, GKunhl2HUycvSCUd8eU9KKQFc5L9KpItizozLic7yNziW9OkD0CBBX7vLj1h6+ye uu5cv6YEjiJcu8zYg/5wDg== 0000950137-05-013826.txt : 20051114 0000950137-05-013826.hdr.sgml : 20051111 20051114164241 ACCESSION NUMBER: 0000950137-05-013826 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051114 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051114 DATE AS OF CHANGE: 20051114 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: 051202216 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 c00075e8vk.txt CURRENT REPORT UNITED STATES 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) November 14, 2005 TRUE VALUE COMPANY (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) 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 2.02 Results of Operations and Financial Conditions On November 14, 2005, True Value Company issued the attached press release in connection with its third quarter 2005 earnings. A copy of the press release is attached to this Form 8-K as exhibit 99.1. The information in this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such filing. Item 9.01 Financial Statements and Exhibits (c) Exhibits Exhibit No. Description ----------- ----------- 99.1 Press Release, dated November 14, 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 (Registrant) Date: November 14, 2005 By: /s/ David A. Shadduck ---------------------------------- Name: David A. Shadduck Title: Senior Vice President and Chief Financial Officer EX-99.1 2 c00075exv99w1.txt PRESS RELEASE Exhibit 99.1 True Value Logo ---COMPANY--- For Immediate Release For more information, contact: November 14, 2005 True Value Media Relations (312) 240-2882 TRUE VALUE COMPANY ANNOUNCES THIRD QUARTER RESULTS Chicago, Monday, November 14, 2005-- True Value Company reported today revenue of $486.8 million for the quarter ended October 1, 2005, an increase of 2.6 percent or $12.3 million from $474.5 million for the same period a year ago. Net margin for the quarter was $3.0 million, down 77.6 percent or $10.4 million from $13.4 million a year ago. Excluding an $18.2 million non-recurring charge attributable to a claim resulting from a decision in an arbitration, which was recorded in the quarter just ended, net margin was $21.2 million, up 58.2 percent, or $7.8 million from a year ago. The arbitration matter relates to events dating back to 1999. True Value also reported revenue of $1,542.0 million for the nine months ended October 1, 2005, a decrease of 0.5 percent or $7.2 million from $1,549.2 million for the same period a year ago. Net margin for the nine months period was $25.0 million, down 22.8 percent or $7.4 million from $32.4 million a year ago. Excluding the arbitration charge, net margin was $43.2 million, up 33.3 percent, or $10.8 million. "Excluding the non-recurring charge, this quarter's results show that the underlying profitability of the business remains strong," said President and Chief Executive Officer Lyle G. Heidemann. "We're building on our momentum, posting stronger sales and demonstrating good expense management as we improve our wholesale operations and increase our focus on the retail success of our members." True Value, headquartered in Chicago, is one of the world's largest member-owned wholesale hardware cooperatives with sales of $2.0 billion in 2004. The True Value cooperative includes approximately 5,800 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.truevalue.com. 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 Note is incorporated into this news release by reference. -# # #- World Headquarters o 8600 W. Bryn Mawr Ave. o Chicago, Illinois 60631-3505 o 773.695.5000 -----END PRIVACY-ENHANCED MESSAGE-----