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: February 29, 2012
(Date of earliest event reported)
THE KROGER CO.
(Exact name of registrant as specified in its charter)
An Ohio Corporation |
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No. 1-303 |
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31-0345740 |
(State or other jurisdiction of |
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(Commission File Number) |
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(IRS Employer |
1014 Vine Street
Cincinnati, OH 45202
(Address of principal executive offices)
Registrants 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 1Registrants Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On February 29, 2012, The Kroger Co. (the Company) executed an Amendment No 1. (Amendment No. 1) to the Amended and Restated Credit Agreement (the Credit Agreement) dated January 25, 2012 among the Company, the initial lenders named therein, Bank of America, N.A., as administrative agent, Citibank, N.A., as syndication agent, and The Royal Bank of Scotland plc, U.S. Bank National Association and Wells Fargo Bank, National Association, as co-documentation agents, which Credit Agreement was filed as an exhibit to the Companys 8-K filed on January 26, 2012. Amendment No. 1 amends the definition of Consolidated EBITDA in the Credit Agreement. A copy of Amendment No. 1 is attached hereto as Exhibit 99.1.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Amendment No 1. to the Amended and Restated Credit Agreement dated January 25, 2012, among The Kroger Co., the initial lenders named therein, Bank of America, N.A., as administrative agent, Citibank, N.A., as syndication agent, and The Royal Bank of Scotland plc, U.S. Bank National Association and Wells Fargo Bank, National Association, as co-documentation agents.
SIGNATURES
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 hereunto duly authorized.
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THE KROGER CO. | ||
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March 2, 2012 |
By: |
/s/ Paul Heldman | |
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Paul Heldman | |
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Executive Vice President, | |
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Secretary and General Counsel |
EXHIBIT INDEX
Exhibit No. |
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Exhibit |
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99.1 |
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Amendment No 1. to the Amended and Restated Credit Agreement dated January 25, 2012, among The Kroger Co., the initial lenders named therein, Bank of America, N.A., as administrative agent, Citibank, N.A., as syndication agent, and The Royal Bank of Scotland plc, U.S. Bank National Association and Wells Fargo Bank, National Association, as co-documentation agents. |