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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: September 22, 1999
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
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Item 5. OTHER EVENTS
On August 20, 1999, The Kroger Co., and its subsidiary
guarantors, filed Registration Statement No. 333-85727 on Form
S-3 with the Securities and Exchange Commission pursuant to
Rule 415, (hereinafter referred to as the "Registration
Statement"). The Registration Statement provides for the
issuance of Securities in an aggregate amount of
$2,000,000,000, and was declared effective on September 7,
1999. Pursuant to Prospectus Supplements dated September 15,
1999, The Kroger Co. is issuing $500,000,000 of Debt
Securities in two tranches, $250,000,000 7 5/8% Senior Notes
due 2006, and $250,000,000 8% Senior Notes due 2029
(collectively, the "Senior Notes"); and $275,000,000 of Debt
Securities in the form of Puttable Reset Securities (PURS) due
2010 (the "PURS"). 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. In connection with the issuance of the Senior
Notes, the Registrant has executed a Pricing Agreement dated
September 15, 1999, among The Kroger Co., its subsidiary
guarantors, Goldman, Sachs & Co., Salomon Smith Barney Inc.,
BNY Capital Markets, Inc., First Union Capital Markets Corp.,
Utendahl Capital Partners, L.P., Wachovia Securities, Inc.,
and The Williams Capital Group, L.P., the form of which is
incorporated herein by reference as Exhibit 1.1.1 hereof. In
connection with the issuance of the PURS, the Registrant has
executed a Pricing Agreement dated September 15, 1999, among
The Kroger Co., its subsidiary guarantors, Goldman, Sachs &
Co., and Salomon Smith Barney Inc., the form of which is
incorporated herein by reference as Exhibit 1.1.2 hereof.
The form of indenture for the Senior Notes and the PURS was
filed as Exhibit 4.3 of the Registration Statement. The Fourth
Supplemental Indenture, the Fifth Supplemental Indenture, and
the Sixth Supplemental Indenture, all dated as of September
22, 1999, among The Kroger Co., its subsidiary guarantors, and
Firstar Bank, National Association, as Trustee, supplement the
Indenture dated as of June 25, 1999, among The Kroger Co., its
subsidiary guarantors, and Firstar Bank, National Association,
as Trustee, which originally was qualified as filed with the
Registration Statement. The Fourth Supplemental Indenture, the
Fifth Supplemental Indenture, and the Sixth Supplemental
Indenture, are attached hereto as Exhibit 4.3.1, Exhibit
4.3.2, and Exhibit 4.3.3, respectively.
In connection with the issuance of the PURS, The Kroger Co.
has executed a Calculation Agency Agreement dated as of
September 22, 1999 with Goldman, Sachs & Co., which is
attached hereto as Exhibit 4.3.4
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Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(c) Exhibits:
1.1.1 Pricing Agreement dated September 15, 1999, among
The Kroger Co., its subsidiary guarantors, Goldman, Sachs
& Co., Salomon Smith Barney Inc., BNY Capital Markets,
Inc., First Union Capital Markets Corp., Utendahl Capital
Partners, L.P., Wachovia Securities, Inc., and The
Williams Capital Group, L.P.
1.1.2 Pricing Agreement dated September 15, 1999, among
The Kroger Co., its subsidiary guarantors, Goldman, Sachs
& Co., and Salomon Smith Barney Inc.
4.3.1 Fourth Supplemental Indenture dated as of September
22, 1999, among The Kroger Co., its subsidiary guarantors,
and Firstar Bank, National Association, as trustee,
relating to the 7 5/8% Senior Notes due 2006.
4.3.2 Fifth Supplemental Indenture dated as of September
22, 1999, among The Kroger Co., its subsidiary guarantors,
and Firstar Bank, National Association, as trustee,
relating to the 8% Senior Notes due 2029.
4.3.3 Sixth Supplemental Indenture dated as of September
22, 1999, among The Kroger Co., its subsidiary guarantors,
and Firstar Bank, National Association, as trustee,
relating to the Puttable Reset Securities (PURS) due 2010
4.3.4 Calculation Agency Agreement dated as of September
22, 1999, between The Kroger Co. and Goldman, Sachs & Co.,
relating to the PURS.
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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.
September 22, 1999 By: (Paul Heldman)
Paul Heldman
Senior Vice President, Secretary
and General Counsel
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EXHIBIT INDEX
Exhibit No. Exhibit
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1.1.1 Pricing Agreement dated September 15, 1999, among The
Kroger Co., its subsidiary guarantors, Goldman, Sachs
& Co., Salomon Smith Barney Inc., BNY Capital
Markets, Inc., First Union Capital Markets Corp.,
Utendahl Capital Partners, L.P., Wachovia Securities,
Inc., and The Williams Capital Group, L.P.
1.1.2 Pricing Agreement dated September 15, 1999, among The
Kroger Co., its subsidiary guarantors, Goldman, Sachs
& Co., and Salomon Smith Barney Inc.
4.3.1 Fourth Supplemental Indenture dated as of September
22, 1999, among The Kroger Co., its subsidiary
guarantors, and Firstar Bank, National Association,
as trustee, relating to the 7 5/8% Senior Notes due
2006.
4.3.2 Fifth Supplemental Indenture dated as of September
22, 1999, among The Kroger Co., its subsidiary
guarantors, and Firstar Bank, National Association,
as trustee, relating to the 8% Senior Notes due 2029.
4.3.3 Sixth Supplemental Indenture dated as of September
22, 1999, among The Kroger Co., its subsidiary
guarantors, and Firstar Bank, National Association,
as trustee, relating to the Puttable Reset Securities
(PURS) due 2010
4.3.4 Calculation Agency Agreement dated as of September
22, 1999, between The Kroger Co. and Goldman, Sachs &
Co., relating to the PURS.