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OMB APPROVAL
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UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Estimated average burden hours
Washington, D.C. 20549 per response................14.90
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SCHEDULE 13G
INFORMATION STATEMENT TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1 (b) (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2 (b)
(Amendment No. 1)*
KROGER CO.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
501044101
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(CUSIP Number)
December 31, 2001
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(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-(c)
[_] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO. 501044101 13G Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION OF ABOVE PERSON
OPPENHEIMER CAPITAL LLC (IRS No. 13-3413767)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY
OWNED BY 32,835,645
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EACH 6 SHARED VOTING POWER
REPORTING
PERSON -0-
WITH
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7 SOLE DISPOSITIVE POWER
32,835,645
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8 SHARED DISPOSITIVE POWER
-0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,835,645
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.08%
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12 TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Item 1 (a) Name of Issuer:
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Kroger Co.
(b) Address of Issuer's Principal Executive Offices:
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1014 Vine Street
Cincinnati, Ohio 45201
Item 2 (a) Name of Person Filing:
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OPPENHEIMER CAPITAL LLC
(b) Address of Principal Business Office:
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1345 Avenue of the Americas
New York, New York 10105-4800
(c) Citizenship:
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Not Applicable.
(d) Title of Class of Securities:
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Common Stock
(e) CUSIP Number:
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501044101
Item 3 If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
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check whether the person filing is a:
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(a) [_] Broker or dealer registered under Section 15 of the
Exchange Act;
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange
Act;
(c) [_] Insurance company as defined in Section 3(a)(19) of
the Act;
(d) [_] Investment company registered under Section 8 of
the Investment Company Act;
(e) [X] Investment adviser registered under Section 203 of
the Investment Advisors Act of 1940;
(f) [_] Employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g) [_] Parent holding company or control person, in
accordance with 13d-1(b)(ii)(G);
(h) [_] Savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [_] Church plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the
Investment Company Act;
(j) [_] Group, in accordance with Rule13d-1(b)(1)(ii)(H).
If this statement is filed pursuant to Rule 13d-1(c), check this
box. [_]
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Item 4 Ownership.
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(a) Amount beneficially owned: 32,835,645**
(b) Percent of Class: 4.08%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 32,835,645**
(ii) Shared power to vote: -0-
(iii) Sole power to dispose or direct the disposition of:
32,835,645**
(iv) Shared power to dispose or direct the disposition of: -0-
**This report is being filed on behalf of Oppenheimer Capital LLC, a
Delaware limited liability company and/or certain investment advisory
clients or discretionary accounts relating to their collective beneficial
ownership of shares of common stock of the Issuer. Oppenheimer Capital LLC is
a registered investment adviser under Section 203 of the Investment Advisers
Act of 1940. As a result of its role as investment adviser Oppenheimer
Capital LLC may be deemed to be the beneficial owner of the securities of the
Issuer. Oppenheimer Capital LLC has the sole power to dispose of the shares
and to vote the shares under its written guidelines.
Item 5 Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following [X].
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable.
Item 7 Identification and Clarification of the Subsidiary Which Acquired
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the Security Being Reported on By the Parent Holding Company.
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Not Applicable.
Item 8 Identification and Clarification of Members of the Group.
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Not Applicable.
Item 9 Notice of Dissolution of Group.
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Not Applicable.
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Item 10 Certification.
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By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect.
SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Date: February 11, 2002
/s/ FRANK C. POLI
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Chief Legal and Compliance Officer
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