UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of
Report: October 1, 2007
(Date of earliest event reported)
THE KROGER CO.
(Exact name of registrant as specified in its charter)
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| An Ohio Corporation
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No. 1-303
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31-0345740 |
(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 8 — Other Events
Item 8.01 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. 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 September 24, 2007, The
Kroger Co. is issuing $300,000,000 of Debt Securities
denominated 6.40% Senior Notes due 2017, priced to yield 6.21% (the
“Notes”). The Notes are guaranteed by the subsidiary
guarantors and will be fully fungible with and form a single series
with the Company’s 6.40% Senior Notes due 2017, originally issued
on August 15, 2007 in the principal amount of $300,000,000.
Filed as Exhibit 1.1 to the Registration Statement
was a form of Underwriting Agreement for the issuance
of Debt Securities. In connection with the issuance
of the Notes, the Registrant has executed an
Underwriting Agreement and a Pricing Agreement both
dated as of September 24, 2007, among The Kroger Co., its
subsidiary guarantors,
Banc of America Securities LLC, J.P. Morgan Securities Inc., Citigroup Global
Markets Inc., Greenwich Capital Markets, Inc., Lazard
Capital Markets LLC, Barclays Capital Inc., Wells
Fargo Securities, LLC, and The Williams Capital
Group, L.P. The Underwriting Agreement is attached
hereto as Exhibit 1.1 and the Pricing Agreement is
attached hereto as Exhibit 1.1.1.
The form of Indenture for the Notes was filed as
Exhibit 4.3 to the Registration Statement. The
Seventeenth Supplemental Indenture, dated as of
August 15, 2007, among The Kroger Co., its subsidiary
guarantors, and U.S. Bank National Association
(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 Seventeenth Supplemental
Indenture, under which the Notes were issued, was filed on the
Company’s Form 8-K on August 15, 2007.
The Registrant intends to use the proceeds of the
issuance of the Notes to repay amounts under its credit facility or short-term borrowings
and thereafter to use short-term borrowings or borrowings
under its credit facility to repurchase, repay or
redeem its outstanding indebtedness. The Kroger Co.
also expects to use borrowing proceeds for other
general corporate purposes.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
1.1
Underwriting Agreement dated September 24, 2007,
among The Kroger Co., its subsidiary guarantors,
Banc of America
Securities LLC, J.P. Morgan Securities Inc., Citigroup Global Markets Inc.,
Greenwich Capital Markets, Inc., Lazard Capital
Markets LLC, Barclays Capital Inc., Wells Fargo
Securities, LLC, and The Williams Capital Group,
L.P.
1.1.1
Pricing Agreement dated September 24, 2007,
among The Kroger Co., its subsidiary guarantors, Banc of America
Securities LLC,
J.P. Morgan Securities Inc., Citigroup Global Markets Inc.,
Greenwich Capital Markets, Inc., Lazard Capital
Markets LLC, Barclays Capital Inc., Wells Fargo
Securities, LLC, and The Williams Capital Group,
L.P.