KROGER CO — Capital/Financing Update 2004

Dec 20, 2004

8-K 1 l11120ae8vk.htm THE KROGER CO. 8-K The Krogen Co. 8-K PAGEBREAK

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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: December 20, 2004 (Date of earliest event reported)

THE KROGER CO.

(Exact name of registrant as specified in its charter)

An Ohio Corporation (State or other jurisdiction of incorporation) No. 1-303 (Commission File Number) 31-0345740 (IRS Employer Number)

1014 Vine Street Cincinnati, OH 45201 (Address of principal executive offices)

Registrant’s telephone number: (513) 762-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

| [ ] | Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425) |
| --- | --- |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |

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TOC

TABLE OF CONTENTS

Item 8.01. Other Events
Item 9.01. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-1.1
EX-1.1.1
EX-4.3.1
EX-5.2

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link1 "Item 8.01. Other Events"

| Item 8.01. |
| --- |
| 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. The above
filings were declared effective on July 23, 2002. On December 9,
2004, The Kroger Co., and its subsidiary guarantors, filed
post-effective Amendment No. 1, which was declared effective on
December 9, 2004 (hereinafter, as amended, referred to as the
“Registration Statement”). The Registration Statement provides for
the issuance of Securities in an aggregate amount of $1,500,000,000. Pursuant to a Prospectus Supplement dated December 9,
2004, The Kroger Co. is issuing $300,000,000 of Debt Securities
denominated 4.95% Senior Notes due 2015. 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
December 20, 2004. In connection with the issuance of the Senior
Notes, the Registrant has executed a Pricing Agreement dated
December 20, 2004, among The Kroger Co., its subsidiary guarantors,
Goldman, Sachs & Co., Rabo Securities USA, Inc., Barclays Capital
Inc., BNP Paribas Securities Corp., Scotia Capital (USA) Inc., and
The Williams Capital Group, L.P., the form of which is incorporated
herein by reference as Exhibit 1.1.1. |
| The form of Indenture for the Senior Notes was filed as Exhibit 4.3
to the Registration Statement. The Sixteenth Supplemental
Indenture, dated as of December 20, 2004, 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 Sixteenth Supplemental Indenture is attached hereto
as Exhibit 4.3.1. |
| The Registrant intends to use the proceeds of the issuance to repay
amounts under its credit facilities or short term borrowings and
thereafter to use borrowings under those credit facilities or short
term borrowings to repurchase, repay or redeem its outstanding
indebtedness. The Kroger Co. also expects to use the proceeds of
the offering for other general corporate purposes. |
| In addition, the Registrant is refiling an opinion that was filed
as Exhibit 5.2 to post-effective Amendment No. 1 filed on December
9, 2004, in order to correct an error in the referenced aggregate
principal amount of “Securities.” The corrected opinion is
attached hereto as Exhibit 5.2. |

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link1 "Item 9.01. Financial Statements and Exhibits"

| Item 9.01. |
| --- |
| (c) Exhibits. |
| 1.1 Underwriting Agreement dated December 20, 2004, among The
Kroger Co., its subsidiary guarantors, Goldman, Sachs & Co.,
Rabo Securities USA, Inc., Barclays Capital Inc., BNP Paribas
Securities Corp., Scotia Capital (USA) Inc., and The Williams
Capital Group, L.P. |
| 1.1.1 Pricing Agreement dated December 20, 2004, among The
Kroger Co., its subsidiary guarantors, Goldman, Sachs & Co.,
Rabo Securities USA, Inc., Barclays Capital Inc., BNP Paribas
Securities Corp., Scotia Capital (USA) Inc., and The Williams
Capital Group, L.P. |
| 4.3.1 Sixteenth Supplemental Indenture dated as of December 20,
2004, 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 4.95% Senior Notes due
2015. |
| 5.2 Opinion of Paul Heldman, Esq., including his consent. |

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link1 "SIGNATURE"

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.

/s/ Paul Heldman
Paul Heldman Senior Vice President, Secretary and General Counsel

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link1 "EXHIBIT INDEX"

EXHIBIT INDEX

Exhibit No.	Exhibit
1.1	Underwriting Agreement dated December 20, 2004, among The Kroger Co.,
its subsidiary guarantors, Goldman, Sachs & Co., Rabo Securities USA,
Inc., Barclays Capital Inc., BNP Paribas Securities Corp., Scotia
Capital (USA) Inc., and The Williams Capital Group, L.P.
1.1.1	Pricing Agreement dated December 20, 2004, among The Kroger Co., its
subsidiary guarantors, Goldman, Sachs & Co., Rabo Securities USA, Inc.,
Barclays Capital Inc., BNP Paribas Securities Corp., Scotia Capital
(USA) Inc., and The Williams Capital Group, L.P.,
4.3.1	Sixteenth Supplemental Indenture dated as of December 20, 2004,
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 4.95% Senior Notes due 2015.
5.2	Opinion of Paul Heldman, Esq., including consent.