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: January 28, 2003
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 Number) (IRS Employer Number)
of incorporation)
1014 Vine Street
Cincinnati, OH 45201
(Address of principal executive offices)
Registrant's telephone number: (513) 762-4000
ITEM 5. OTHER EVENTS
On June 27, 2002, The Kroger Co., and its subsidiary guarantors, filed
Registration Statement No. 333-91388 on Form S-3 with the Securities and
Exchange Commission pursuant to Rule 415, and on July 18, 2002, filed
pre-effective Amendment No. 1 (hereinafter, as amended, 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 July 23, 2002. Pursuant to a Prospectus
Supplement dated January 21, 2003, The Kroger Co. is issuing
$500,000,000 of Debt Securities denominated 5.50% Senior Notes due 2013.
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
hereto as Exhibit 1.1 is the Underwriting Agreement dated January 21,
2003. In connection with the issuance of the Senior Notes, the
Registrant has executed a Pricing Agreement dated January 21, 2003,
among The Kroger Co., its subsidiary guarantors, Banc One Capital
Markets, Inc., J.P. Morgan Securities Inc., Banc of America Securities
LLC, Salomon Smith Barney Inc., BNY Capital Markets, Inc., Cooperatieve
Centrale Raiffeisen-Boerenleenbank B.A., The Royal Bank of Scotland plc,
U.S. Bancorp Piper Jaffray Inc., and The Williams Capital Group, 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 Fifteenth Supplemental Indenture, dated
as of January 28, 2003, 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 Fifteenth Supplemental Indenture
is attached hereto as Exhibit 4.3.1.
The proceeds of the offering initially will be used to repay amounts
under Kroger's credit facilities or short term borrowings and thereafter
to use borrowings under those credit facilities or short term borrowings
to repurchase, repay or redeem Kroger's outstanding indebtedness. The
Company anticipates using those borrowings to pay in full approximately
$200 million under the synthetic lease that expires in February 2003,
and to repay $250 million of notes that mature in March 2003. We also
expect to use the proceeds of the offering for other general corporate
purposes.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits:
1.1 Underwriting Agreement dated January 21, 2003, among The Kroger
Co., its subsidiary guarantors, Banc One Capital Markets, Inc., J.P.
Morgan Securities Inc., Banc of America Securities LLC, Salomon
Smith Barney Inc., BNY Capital Markets, Inc., Cooperatieve Centrale
Raiffeisen-
Boerenleenbank B.A., The Royal Bank of Scotland plc, U.S. Bancorp
Piper Jaffray Inc., and The Williams Capital Group, L.P.
1.1.1 Pricing Agreement dated January 21, 2003, among The Kroger
Co., its subsidiary guarantors, Banc One Capital Markets, Inc., J.P.
Morgan Securities Inc., Banc of America Securities LLC, Salomon
Smith Barney Inc., BNY Capital Markets, Inc., Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A., The Royal Bank of Scotland plc, U.S.
Bancorp Piper Jaffray Inc., and The Williams Capital Group, L.P..
4.3.1 Fifteenth Supplemental Indenture dated as of January 28, 2003,
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 5.50% Senior Notes due 2013.
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.
January 28, 2003 By: (Paul Heldman)
Paul Heldman
Senior Vice President, Secretary
and General Counsel
EXHIBIT INDEX
Exhibit No. Exhibit
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1.1 Underwriting Agreement dated January 21, 2003, among The
Kroger Co., its subsidiary guarantors, Banc One Capital
Markets, Inc., J.P. Morgan Securities Inc., Banc of
America Securities LLC, Salomon Smith Barney Inc.,
BNY Capital Markets, Inc., Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A., The Royal Bank of Scotland
plc, U.S. Bancorp Piper Jaffray Inc., and The Williams
Capital Group, L.P.
1.1.1 Pricing Agreement dated January 21, 2003, among The Kroger
Co., its subsidiary guarantors, Banc One Capital Markets,
Inc., J.P. Morgan Securities Inc., Banc of America
Securities LLC, Salomon Smith Barney Inc., BNY Capital
Markets, Inc., Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A., The Royal Bank of Scotland
plc, U.S. Bancorp Piper Jaffray Inc., and The Williams
Capital Group, L.P.
4.3.1 Fifteenth Supplemental Indenture dated as of January 28,
2003, 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 5.50% Senior
Notes due 2013.