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: April 3, 2002
THE KROGER CO.
(Exact name of registrant as specified in its charter)
An Ohio Corporation No. 1-303 31-0345740
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Number)
1014 Vine Street
Cincinnati, OH 45201
(Address of principal
executive offices)
Registrant's telephone number: (513) 762-4000
ITEM 5. OTHER EVENTS
On October 2, 2001, The Kroger Co., and its subsidiary
guarantors, filed Registration Statement No. 333-70776 on Form
S-3 with the Securities and Exchange Commission pursuant to
Rule 415, and on November 6, 2001, filed pre-effective
Amendment No. 1 to add additional subsidiary guarantors
(hereinafter, as amended, referred to as the "Registration
Statement"). The Registration Statement provides for the
issuance of Securities in an aggregate amount of
$1,250,000,000, and was declared effective on November 13,
2001. Pursuant to a Prospectus Supplement dated March 26,
2002, The Kroger Co. is issuing $500,000,000 of Debt
Securities denominated 6.75% Senior Notes due 2012. The Debt
Securities being issued are being guaranteed by the subsidiary
guarantors.
Filed as Exhibit 1.1 to the Registration Statement was a form
of Underwriting Agreement for the issuance of the Debt
Securities. Attached hereto as Exhibit 1.1 is the Underwriting
Agreement dated March 26, 2002. In connection with the
issuance of the Senior Notes, the Registrant has executed a
Pricing Agreement dated March 26, 2002, among The Kroger Co.,
its subsidiary guarantors, Salomon Smith Barney Inc., Banc of
America Securities LLC, Banc One Capital Markets, Inc., and
J.P. Morgan Securities Inc., the form of which is incorporated
herein by reference as Exhibit 1.1.1 hereof.
The form of indenture for the Senior Notes was filed as
Exhibit 4.3 of the Registration Statement. The Eighth
Supplemental Indenture, dated as of April 3, 2002, among The
Kroger Co., its subsidiary guarantors, and U.S. Bank, N.A.
(formerly known as Firstar Bank, National Association), as
Trustee, supplements the Indenture dated as of June 25, 1999,
among The Kroger Co., its subsidiary guarantors, and Firstar
Bank, National Association, as Trustee. The Thirteenth
Supplemental Indenture is attached hereto as Exhibit 4.3.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibits:
1.1 Underwriting Agreement dated March 26, 2002,
among The Kroger Co., its subsidiary guarantors,
Salomon Smith Barney Inc., Banc of America Securities
LLC, Banc One Capital Markets, Inc., and J.P. Morgan
Securities Inc.
1.1.1 Pricing Agreement dated March 26, 2002, among
The Kroger Co., its subsidiary guarantors, Salomon
Smith Barney Inc., Banc of America Securities LLC,
Banc One Capital Markets, Inc., and J.P. Morgan
Securities Inc.
4.3.1 Thirteenth Supplemental Indenture dated as
of April 3, 2002, among The Kroger Co., its
subsidiary guarantors, and U.S. Bank, N.A.
(formerly known as Firstar Bank, National
Association), as trustee, relating to the 6.75%
Senior Notes due 2012.
SIGNATURE
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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 hereto duly authorized.
THE KROGER CO.
April 3, 2002 By: (Paul Heldman)
Paul Heldman
Senior Vice President, Secretary
and General Counsel
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
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1.1 Underwriting Agreement dated March 26, 2002, among The Kroger
Co., its subsidiary guarantors, Salomon Smith Barney Inc., Banc
of America Securities LLC, Banc One Capital Markets, Inc., and
J.P. Morgan Securities Inc.
1.1.1 Pricing Agreement dated March 26, 2002, among The Kroger Co., its
subsidiary guarantors, Salomon Smith Barney Inc., Banc of America
Securities LLC, Banc One Capital Markets, Inc., and J.P. Morgan
Securities Inc.
4.3.1 Thirteenth Supplemental Indenture dated as of April 3, 2002,
among The Kroger Co., its subsidiary guarantors, and U.S. Bank,
N.A. (formerly known as Firstar Bank, National Association), as
trustee, relating to the 6.75% Senior Notes due 2012.