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: June 17, 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 June 6, 2002,
The Kroger Co. is issuing $350,000,000 of Debt Securities
denominated 6.20% 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 as Exhibit 1.1 to Kroger's Current Report
on Form 8-K dated April 3, 2002 is the Underwriting Agreement
dated March 26, 2002 being used for the issuance of the Senior
Notes. In connection with the issuance of the Senior Notes,
the Registrant has executed a Pricing Agreement dated June 6,
2002, among The Kroger Co., its subsidiary guarantors,
Goldman, Sachs & Co., BNP Paribas Securities Corp., Scotia
Capital (USA) Inc., Tokyo-Mitsubishi International plc, U.S.
Bancorp Piper Jaffray Inc., and Utendahl Capital Partners,
L.P., 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 Fourteenth
Supplemental Indenture, dated as of June 17, 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 Fourteenth
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., the terms of which are incorporated
by reference to Kroger's Current Report on Form 8-K
dated April 3, 2002.
1.1.1 Pricing Agreement dated June 17, 2002, among
The Kroger Co., its subsidiary guarantors, Goldman,
Sachs & Co., BNP Paribas Securities Corp., Scotia
Capital (USA) Inc., Tokyo-Mitsubishi International
plc, U.S. Bancorp Piper Jaffray Inc., and Utendahl
Capital Partners, L.P.
4.3.1 Fourteenth Supplemental Indenture dated as of June 17,
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 6.20% Senior Notes
due 2012.
SIGNATURE
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.
June 17, 2002 /s/ Paul Heldman
Paul Heldman
Senior Vice President, Secretary
and General Counsel
EXHIBIT INDEX
Exhibit No. Exhibit
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., the terms of which are
incorporated by reference to Kroger's Current Report on Form
8-K dated April 3, 2002.
1.1.1 Pricing Agreement dated June 17, 2002, among The Kroger Co.,
its subsidiary guarantors, Goldman, Sachs & Co., BNP Paribas
Securities Corp., Scotia Capital (USA) Inc., Tokyo-Mitsubishi
International plc, U.S. Bancorp Piper Jaffray Inc., and
Utendahl Capital Partners, L.P.
4.3.1 Fourteenth Supplemental Indenture dated as of June 17, 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 6.20% Senior Notes
due 2012.