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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: August 16, 2001
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 May 25, 2001, The Kroger Co., and its subsidiary
guarantors, filed Registration Statement No.
333-61658 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
$1,500,000,000, and was declared effective on June
18, 2001. Pursuant to a Prospectus Supplement dated
August 9, 2001, The Kroger Co. is issuing
$250,000,000 of Debt Securities in the form of
Puttable Reset Securities (PURS) due 2012 (the
"PURS"). The Debt Securities being issued are being
guaranteed by the subsidiary guarantors.
In connection with the issuance of the PURS, the
Registrant has executed an Underwriting Agreement
dated August 9, 2001, among The Kroger Co., its
subsidiary guarantors, and Goldman, Sachs & Co., 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 August 9, 2001, among The Kroger Co.,
its subsidiary guarantors, and Goldman, Sachs & Co.,
the form of which is incorporated herein by reference
as Exhibit 1.1.2 hereof.
The form of indenture for the PURS was filed as
Exhibit 4.3 of the Registration Statement. The
Twelfth Supplemental Indenture, dated as of August
16, 2001, among The Kroger Co., its subsidiary
guarantors, and U.S. Bank, N.A., 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, which
originally was qualified as filed with the
Registration Statement. The Twelfth Supplemental
Indenture is attached hereto as Exhibit 4.3.1.
In connection with the issuance of the PURS, The
Kroger Co. has executed a Calculation Agency
Agreement dated as of August 16, 2001 with Citibank,
N.A., which is attached hereto as Exhibit 4.3.2
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibits:
1.1.1 Underwriting Agreement dated August 9,
2001, among The Kroger Co., its subsidiary
guarantors, and Goldman, Sachs & Co.
1.1.2 Pricing Agreement dated August 9,
2001, among The Kroger Co., its subsidiary
guarantors, and Goldman, Sachs & Co.
4.3.1 Twelfth Supplemental Indenture dated
as of August 16, 2001, among The Kroger Co.,
its subsidiary guarantors, and U.S. Bank,
N.A., as trustee, relating to the PURS due
2012.
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4.3.2 Calculation Agency Agreement dated as
of August 16, 2001, between The Kroger Co.
and Citibank, N.A., relating to the PURS.
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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.
August 16, 2001 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 Underwriting Agreement dated August 9, 2001, among The Kroger
Co., its subsidiary guarantors, and Goldman, Sachs & Co.
1.1.2 Pricing Agreement dated August 9, 2001, among The Kroger Co.,
its subsidiary guarantors, and Goldman, Sachs & Co.
4.3.1 Twelfth Supplemental Indenture dated as of August 16, 2001,
among The Kroger Co., its subsidiary guarantors, and U.S.
Bank, N.A., as trustee, relating to the PURS due 2012.
4.3.2 Calculation Agency Agreement dated as of August 16, 2001,
between The Kroger Co. and Citibank, N.A., relating to the
PURS.