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: November 25, 2008
(Date of earliest event reported)
THE KROGER CO.
(Exact name of registrant as specified in its charter)
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An Ohio Corporation
(State or other jurisdiction
of incorporation)
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No. 1-303
(Commission File Number)
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31-0345740
(IRS Employer Number) |
1014 Vine Street
Cincinnati, OH 45202
(Address of principal executive offices)
Registrant’s telephone number: (513) 762-4000
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Section
8 — Other Events
Item 8.01 Other Events.
On December 20, 2007, The Kroger Co., and its subsidiary guarantors, filed Registration
Statement No. 333-148216 on Form S-3 with the Securities and Exchange Commission pursuant to
Rule 415 registering an indeterminate amount of securities (the “Registration Statement”).
Pursuant to a Prospectus Supplement dated November 18, 2008, The Kroger Co. is issuing
$600,000,000 of debt securities denominated 7.50% Senior Notes due 2014 (the “Notes”). The
Notes are guaranteed by the subsidiary guarantors.
Filed as Exhibit 1.1 to the Registration Statement was a form of Underwriting Agreement for
the issuance of debt securities. In connection with the issuance of the Notes, the
Registrant has executed an Underwriting Agreement and a Pricing Agreement both dated as of
November 18, 2008, among The Kroger Co., its subsidiary guarantors, Goldman, Sachs & Co.,
J.P. Morgan Securities Inc., Greenwich Capital Markets, Inc., BNY Mellon Capital Markets,
LLC, Rabo Securities USA, Inc., U.S. Bancorp Investments, Inc., Wells Fargo Securities, LLC,
and CastleOak Securities, L.P. The Underwriting Agreement is attached hereto as Exhibit
1.1 and the Pricing Agreement is attached hereto as
Exhibit 1.1.1.
The form of Indenture for the Notes was filed as Exhibit 4.1 to the Registration Statement.
The Twenty- First Supplemental Indenture, dated as of November 25, 2008, among The Kroger
Co., its subsidiary guarantors, and U.S. Bank National Association (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 Twenty-First Supplemental Indenture is attached hereto as
Exhibit 4.3.1.
The Registrant intends to use the proceeds of the issuance of the Notes to repay short-term
borrowings and borrowings under its revolving credit facility and thereafter to use those
borrowings to repurchase, repay or redeem its outstanding indebtedness. The Registrant also
expects to use borrowing proceeds for other general corporate purposes.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
1.1 Underwriting Agreement dated as of November 18, 2008, among The Kroger Co., its
subsidiary guarantors, Goldman, Sachs & Co., J.P. Morgan Securities Inc., Greenwich Capital
Markets, Inc., BNY Mellon Capital Markets, LLC, Rabo Securities USA, Inc., U.S. Bancorp
Investments, Inc., Wells Fargo Securities, LLC, and CastleOak Securities, L.P.
1.1.1 Pricing Agreement dated as of November 18, 2008, among The Kroger Co., its subsidiary
guarantors, Goldman, Sachs & Co., J.P. Morgan Securities Inc., Greenwich Capital Markets,
Inc., BNY Mellon Capital Markets, LLC, Rabo Securities USA, Inc., U.S. Bancorp Investments,
Inc., Wells Fargo Securities, LLC, and CastleOak Securities, L.P.
4.3.1 Twenty-First Supplemental Indenture, dated as of November 25, 2008, relating to the
7.50% Senior Notes due 2014, among The Kroger Co., its subsidiary guarantors, and U.S. Bank
National Association (formerly known as Firstar Bank, National Association), as Trustee