EXHIBIT 19-A
[TRUE VALUE COMPANY LOGO]
Notice of
TRUE VALUE COMPANY'S 2006 ANNUAL
STOCKHOLDERS' MEETING AND PROXY STATEMENT
[TRUE VALUE COMPANY LOGO]
8600 W. Bryn Mawr Avenue Chicago, IL 60631
January 23, 2006
Dear True Value Stockholder:
You are cordially invited to attend True Value Company's Annual Meeting of
Stockholders on Saturday, March 18, 2006, at 8:30 a.m. Central Standard Time.
The meeting will be held at the George R. Brown Convention Center in Houston,
Texas.
At the Annual Meeting, a vote is required to elect the nine named directors to
serve until our 2007 Annual Meeting. If you will not be attending this year's
Annual Meeting, please complete and return the enclosed proxy as soon as
possible, authorizing directors Bryan R. Ableidinger, Michael S. Glode and
Charles W. Welch to cast your votes.
Your vote is very important. You may cast your proxy vote in any of the
following three ways: 1) by completing and signing the accompanying proxy card,
and returning it in the envelope provided; 2) by telephone, using the
instructions on your proxy card; or 3) by Internet, using the instructions on
your proxy card. To help ensure the presence of quorum and to avoid any
additional costs, we encourage you to forward your proxy vote in any of these
three ways prior to Saturday, February 25, 2006.
For further information concerning individuals nominated for director, please
read the proxy statement on the following pages.
We look forward to seeing you on Saturday, March 18, 2006.
Thank you for your support of True Value.
Sincerely,
/s/ Cathy C. Anderson
Cathy C. Anderson
Corporate Secretary
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Notice of
ANNUAL MEETING OF STOCKHOLDERS
To Be Held Saturday, March 18, 2006
To the Stockholders of True Value Company:
The Annual Meeting of Stockholders of True Value Company, a Delaware
Corporation, will be held at the George R. Brown Convention Center in Houston,
Texas. The Annual Meeting is held for the following purposes:
1. To elect nine (9) directors to serve for a term of one (1) year, and
until their successors are elected and qualified; and
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Election of Directors - The Board of Directors has nominated for election the
nine (9) nominees listed below:
- Bryan R. Ableidinger
- Richard E. George, Jr.
- Michael S. Glode
- Thomas S. Hanemann
- Lyle G. Heidemann
- Kenneth A. Niefeld
- David Y. Schwartz
- Brian A. Webb
- Charles W. Welch
The shares represented by the proxies solicited by the Board of Directors will
be voted in favor of the election of the above-named nominees unless otherwise
indicated. The Board of Directors knows of no reason why any nominee for
director will be unable to serve if elected.
If any nominee shall become unavailable for election, it is intended that such
shares shall be voted for the election of a substitute nominee selected by the
persons named as proxies on the enclosed proxy ballot.
Only stockholders of record of the Class A Common Stock of the Company at the
close of business on Wednesday, January 18, 2006, are entitled to notice of, and
to vote at, the Annual Meeting.
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For further information concerning individuals nominated to serve as directors,
you are respectfully urged to read the following pages.
Even if you plan to attend the Annual Meeting, please return your proxy by
Saturday, February 25, 2006. Sign, date and return the enclosed proxy to the
company in the enclosed stamped envelope and mail it addressed to: True Value
Company, c/o ComputerShare Investor Services, P.O. Box A3800, Chicago, IL
60690-9608.
Alternatively, stockholders may cast their proxy vote, via telephone or
electronically, by following the instructions on their proxy card.
Your vote is very important.
You are urged to sign, date and return your proxy without delay to ensure its
arrival in time for the Annual Meeting. This will help ensure the presence of a
quorum at the meeting.
By Order of the Board of Directors,
/s/ Cathy C. Anderson
- ---------------------
Cathy C. Anderson
Corporate Secretary
Chicago, Ill.
Date of Mailing: January 23, 2006
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TRUE VALUE Directors
[PHOTO OF BRYAN R. ABLEIDINGER]
Bryan R. Ableidinger
Mr. Bryan Ableidinger, 57, was elected as a board member in 2000 and was named
chairman of the board in 2003. He also serves as chairman of the executive and
legal committees. He is co-owner of Parkrose Hardware, Inc., with one True Value
store located in Portland, Ore., and the other in Vancouver, Wash.
Mr. Ableidinger joined Cotter & Company, now True Value Company, in 1975. Mr.
Ableidinger also served as a pilot in the U.S. Navy for seven years. He then
flew for 12 years for Flying Tigers, a company that was acquired by Federal
Express. Additional work experience includes land and building development.
Mr. Ableidinger has participated for six years at the master's level in The
Strategic Coach Program, an organization that assists entrepreneurs in
developing their businesses and becoming visionary in their leadership. He
completed Visionary Leadership training, as well as additional courses on
leadership and business development.
Mr. Ableidinger holds a bachelor's degree in aeronautics and astronautics from
the University of Washington.
[PHOTO OF RICHARD E. GEORGE, JR.]
Richard E. George, Jr.
Mr. Richard George, 66, was appointed to the board in 2005. Mr. George began his
career with Jewel Companies, Inc. in 1962 and rose to the position of executive
vice president in charge of accounting, treasury and informational systems. From
1979 to 1988, he served as president and CEO of Osco Drug, Inc., a subsidiary
which operated 680 stores in 1988 and had sales in excess of $3 billion.
In 1989, he founded Ulta 3 Cosmetics & Salon, Inc. and served as chairman and
CEO until 1994. Most recently, Mr. George has been an active member of Alpha
Capital's CEO Advisor Group. He also serves as chairman of the board for Factory
Card & Party Outlet Corp., and Factory Connection, as well as president and CEO
for RG Trends, Inc.
Mr. George holds both a bachelor's and master's degree in accounting from the
University of Illinois, and is a registered Certified Public Accountant.
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TRUE VALUE Directors
[PHOTO OF MICHAEL S. GLODE]
Michael S. Glode
Mr. Michael Glode, 56, was elected as a board member in 2003 and currently is
chairman of the corporate governance and nominating committees. He operates True
Value stores in both Saratoga and Rawlins, Wyo.
He joined Cotter & Company, now True Value Company, in 1970. His board
experience includes service as chairman of the Wyoming State Board of Education
and member of the National Assessment Governing Board, a body created by
Congress to set policy for the National Assessment of Education Progress.
Mr. Glode holds a bachelor's degree in business administration from Creighton
University and a master's degree in finance from the University of Illinois.
[PHOTO OF THOMAS S. HANEMANN]
Thomas S. Hanemann
Mr. Thomas Hanemann, 66, was elected as a board member in 2002 and currently
serves on the audit and nominating committees. He retired from AutoZone, the
Fortune 500 national chain of auto parts stores, where he served as president
and as a member of its board of directors.
Mr. Hanemann worked as a pharmacist until 1974, and then began a career in
retailing and wholesaling with Super D Drugs, the drug store division of Malone
& Hyde, a large New York Stock Exchange grocery wholesaler. During his tenure,
he expanded the company to more than 100 stores and increased its sales to $150
million. In 1983, while serving as Super D's president, he founded Ike's Deep
Discount Drug Stores, a high-volume-discount retail drug chain selling health
and beauty aids at deeply discounted prices.
Mr. Hanemann holds a bachelor's degree in pharmacy from the University of
Tennessee.
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TRUE VALUE Directors
[PHOTO OF LYLE G. HEIDEMANN]
Lyle G. Heidemann
Mr. Lyle Heidemann, 61, is president and chief executive officer of True Value
Company. He joined the company in June, 2005. He began his career in 1967 with
Sears, where he gained extensive experience in retail, merchandising, brand
management, operations and logistics.
Mr. Heidemann served as executive vice president and general manager of home and
off-mall stores until 2003. In that role, he directed some of Sears' most
profitable and successful operating units, including 249 Sears Hardware and
Orchard Supply Hardware stores, 1,053 Sears Auto Center and National Tire &
Battery stores, and 767 dealer stores. He was responsible for over $20 billion
in revenue-generating business, including home appliances and electronics, tools
and paint, lawn and garden, tires and batteries, and licensed businesses, among
others.
Mr. Heidemann holds a bachelor's degree in marketing from Northern Illinois
University.
[PHOTO OF KENNETH A. NIEFELD]
Kenneth A. Niefeld
Mr. Kenneth Niefeld, 63, was elected as a board member in 2004 and currently
serves on the compensation committee. He operates K&B True Value in Annapolis,
Md.
Mr. Niefeld joined Cotter & Company, now True Value Company, in 1974. Before
opening his hardware business, he worked for the Internal Revenue Service as an
accountant and assistant director of the Interagency Auditor Training Center.
Mr. Niefeld has completed courses for corporate directors at the National
Association of Corporate Directors and courses in compensation at Harvard
Business School.
Mr. Niefeld holds a bachelor's degree in accounting and a master's degree in
business administration from the University of Maryland.
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TRUE VALUE Directors
[PHOTO OF DAVID Y. SCHWARTZ]
David Y. Schwartz
Mr. David Schwartz, 65, was elected as a board member in 2002. He currently
serves as chairman of the audit committee and is a member of the legal and
nominating committees. Mr. Schwartz retired as a senior partner from Arthur
Andersen in 1997. He now serves as a business advisor and consultant,
principally in the retail, distribution and services industries.
Mr. Schwartz was with Arthur Andersen for 35 years where he had various
responsibilities, including managing partner of the Chicago office attest and
business consulting practice, and in the worldwide leadership of the firm's
retail industry activities.
He is also a member of the boards of directors for Walgreen Co. and Foot Locker,
Inc. and serves on the boards of several privately held companies.
Mr. Schwartz holds a bachelor's degree in business administration from Roosevelt
University and is a Certified Public Accountant.
[PHOTO OF BRIAN A. WEBB]
Brian A. Webb
Mr. Brian Webb, 49, was elected as a board member in 2004 and vice chairman of
the board during 2005. He currently serves on the corporate governance and
executive committees. He operates two family-owned businesses in Wisconsin:
Krueger's True Value, located in Neenah, and Grand Rental Station, located in
Appleton. Mr. Webb's family joined Cotter & Company, now True Value Company, in
1951.
Mr. Webb has been in the retail hardware business for more than 30 years. He is
currently a member of the board of directors for Future Neenah, Inc. and is a
founding member and current president of the Neenah West Alliance. He served two
terms as president of the Midwest Hardware Association and served on its audit
committee. He also participated in True Value's Lumber and Building Materials
Marketing Ad Council.
Mr. Webb attended the University of Wisconsin, Madison.
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TRUE VALUE Directors
[PHOTO OF CHARLES W. WELCH]
Charles W. Welch
Mr. Charles Welch, 55, was elected as a board member in 2003 and currently
serves on the compensation, nominating and legal committees. He operates two
True Value hardware stores in Vermont, one in South Royalton and the other in
Woodstock. He joined Cotter & Company, now True Value Company, in 1974.
His board experience includes serving as chairman of the board of Gifford
Memorial Hospital and director of several financial institutions. Among his
other qualifications, Mr. Welch is a master plumber. His other business
experience includes building and rental management and other small business
endeavors.
Mr. Welch holds an associate's degree in aeronautical and space engineering from
Wentworth Institute of Technology in Boston, Mass.
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[TRUE VALUE COMPANY LOGO]
8600 W. Bryn Mawr Avenue Chicago, IL 60631
(c)2006 True Value Company