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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 21, 2000
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 February 2, 2000, The Kroger Co., and its subsidiary
guarantors, filed Registration Statement No. 333-95955 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
$1,725,000,000, and was declared effective on February 2,
2000. Pursuant to a Prospectus Supplement dated August 14,
2000, The Kroger Co. is issuing $300,000,000 of Debt
Securities denominated 7.80% Senior Notes due 2007. 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 August 14, 2000. In connection with the
issuance of the Senior Notes, the Registrant has executed a
Pricing Agreement dated August 14, 2000, among The Kroger Co.,
its subsidiary guarantors, Salomon Smith Barney Inc., Banc of
America Securities LLC, Banc One Capital Markets, Inc., Chase
Securities Inc., Deutsche Bank Securities 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 Eighth
Supplemental Indenture, dated as of August 21, 2000, among The
Kroger Co., its subsidiary guarantors, and 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 Eighth 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 August 14, 2000, among
The Kroger Co., its subsidiary guarantors, Salomon Smith
Barney Inc., Banc of America Securities LLC, Banc One
Capital Markets, Inc., Chase Securities Inc., Deutsche
Bank Securities Inc., and Utendahl Capital Partners, L.P.
1.1.1 Pricing Agreement dated August 14, 2000, among The
Kroger Co., its subsidiary guarantors, Salomon Smith
Barney Inc., Banc of America Securities LLC, Banc One
Capital
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Markets, Inc., Chase Securities Inc., Deutsche Bank
Securities Inc., and Utendahl Capital Partners, L.P.
4.3.1 Eighth Supplemental Indenture dated as of August
21, 2000, among The Kroger Co., its subsidiary
guarantors, and Firstar Bank, National Association, as
trustee, relating to the 7.80% Senior Notes due 2007.
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SIGNATURE
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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 21, 2000 By: (Paul Heldman)
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Paul Heldman
Senior Vice President, Secretary
and General Counsel
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EXHIBIT INDEX
Exhibit No. Exhibit
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1.1 Underwriting Agreement dated August 14, 2000, among The
Kroger Co., its subsidiary guarantors, Salomon Smith
Barney Inc., Banc of America Securities LLC, Banc One
Capital Markets, Inc., Chase Securities Inc., Deutsche
Bank Securities Inc., and Utendahl Capital Partners,
L.P..
1.1.1 Pricing Agreement dated August 14, 2000, among The Kroger
Co., its subsidiary guarantors, Salomon Smith Barney
Inc., Banc of America Securities LLC, Banc One Capital
Markets, Inc., Chase Securities Inc., Deutsche Bank
Securities Inc., and Utendahl Capital Partners, L.P.
4.3.1 Eighth Supplemental Indenture dated as of August 21,
2000, among The Kroger Co., its subsidiary guarantors,
and Firstar Bank, National Association, as trustee,
relating to the 7.80% Senior Notes due 2007.
