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) February 18, 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 February 18, 2005, True Value Company issued the attached press
release in connection with its 2004 annual 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 8.01 Other Events
On February 25, 2005, True Value Company issued the attached press
release in connection with announcing that it will close its Chicago
paint manufacturing facility and move its operations to the Cary,
Illinois facility. A copy of the press release is attached to this Form
8-K as exhibit 99.2.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
----------- -----------
99.1 Press Release, dated February 18, 2005
99.2 Press Release, dated February 25, 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: March 2, 2005 By /s/ David A. Shadduck
------------------------------------
Name: David A. Shadduck
Title: Senior Vice President and
Chief Financial Officer