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: May 24, 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
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On May 22, 2002, The Kroger Co. executed a 364-Day Credit
Agreement and a Five-Year Credit Agreement, both among the
Company, the Initial Lenders named therein, Citibank, N.A., as
Administrative Agent and as Paying Agent, JPMorgan Chase Bank, as
Administrative Agent, and Bank of America, N.A., Bank One, NA,
The Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch, and Union
Bank of California, N.A., as Co-Syndication Agents. A copy of the
364-Day Credit Agreement is attached hereto as Exhibit 99.1 and a
copy of the Five-Year Credit Agreement is attached hereto as
Exhibit 99.2.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits:
99.1 364-Day Credit Agreement among the Company, the Initial
Lenders named therein, Citibank, N.A., as
Administrative Agent and as Paying Agent, JPMorgan
Chase Bank, as Administrative Agent, and Bank of
America, N.A., Bank One, NA, The Bank of
Tokyo-Mitsubishi, Ltd., Chicago Branch, and Union Bank
of California, N.A., as Co-Syndication Agents.
99.2 Five-Year Credit Agreement among the Company, the
Initial Lenders named therein, Citibank, N.A., as
Administrative Agent and as Paying Agent, JPMorgan
Chase Bank, as Administrative Agent, and Bank of
America, N.A., Bank One, NA, The Bank of
Tokyo-Mitsubishi, Ltd., Chicago Branch, and Union Bank
of California, N.A., as Co-Syndication Agents.
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.
May 24, 2002 By: /s/ Paul Heldman
Paul Heldman
Senior Vice President, Secretary
and General Counsel
EXHIBIT INDEX
Exhibit No. Exhibit
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99.1 364-Day Credit Agreement among the Company, the Initial
Lenders named therein, Citibank, N.A., as Administrative
Agent and as Paying Agent, JPMorgan Chase Bank, as
Administrative Agent, and Bank of America, N.A., Bank One,
NA, The Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch, and
Union Bank of California, N.A., as Co-Syndication Agents.
99.2 Five-Year Credit Agreement among the Company, the Initial
Lenders named therein, Citibank, N.A., as Administrative
Agent and as Paying Agent, JPMorgan Chase Bank, as
Administrative Agent, and Bank of America, N.A., Bank One,
NA, The Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch, and
Union Bank of California, N.A., as Co-Syndication Agents.