Bond Kroger Corporation 5.5% ( US501044CE98 ) in USD

Kroger Corporation

100 % ⇌

United States

US501044CE98 ( in USD )

5.5% per year ( payment 2 times a year)

31/01/2013 - Bond has expired

Prospectus brochure of the bond The Kroger Co US501044CE98 in USD 5.5%, expired

The Kroger Co. is America's largest supermarket chain, operating a diverse portfolio of grocery stores, pharmacies, and fuel centers under various banners.

The bond identified by ISIN US501044CE98, issued by The Kroger Co, a leading American retail corporation operating primarily in the United States, was a USD-denominated fixed-income instrument that paid an annual interest rate of 5.5% through semi-annual coupons and, having reached its maturity on January 31, 2013, was subsequently redeemed at its par value, as indicated by its market price of 100% at that time.

<DOCUMENT>
<TYPE>424B5
<SEQUENCE>1
<FILENAME>l98313be424b5.txt
<DESCRIPTION>THE KROGER COMPANY, ET AL FORM 424(B)(5)
<TEXT>
<PAGE>
Filed Pursuant To Rule 424(b)(5)
Registration No. 333-91388
Prospectus Supplement to Prospectus dated July 23, 2002.
$500,000,000
THE KROGER CO.
5.50% Senior Notes due 2013
------------------------
Kroger will pay interest on the notes on February 1 and August 1 of each
year. The first interest payment will be made on August 1, 2003. The notes will
be issued only in denominations of $1,000 and integral multiples of $1,000.
Kroger has the right to redeem all or any portion of the notes at any time
at the redemption price described in this prospectus supplement, plus accrued
interest.
The notes are guaranteed by our subsidiaries listed on pages S-16 and S-17
of this prospectus supplement.
See "Risk Factors" beginning on page S-2 of the prospectus supplement to
read about certain factors you should consider before buying notes.
----------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
----------------------
<Table>
<Caption>
Per Note Total
-------- ------------
<S> <C> <C>
Initial public offering price.......................... 99.809% $499,045,000
Underwriting discount.................................. 0.650% $ 3,250,000
Proceeds, before expenses, to Kroger................... 99.159% $495,795,000
</Table>
The initial public offering price set forth above does not include accrued
interest, if any. Interest on the notes will accrue from January 28, 2003 and
must be paid by the purchaser if the notes are delivered after January 28, 2003.
----------------------
The underwriters expect to deliver the notes in book-entry form only
through the facilities of The Depository Trust Company against payment in New
York, New York on January 28, 2003.
Joint Bookrunners
BANC ONE CAPITAL MARKETS, INC. JPMORGAN
Joint Lead Managers
BANC OF AMERICA SECURITIES LLC SALOMON SMITH BARNEY
----------------------
BNY CAPITAL MARKETS, INC.
RABOBANK INTERNATIONAL, LONDON BRANCH
THE ROYAL BANK OF SCOTLAND
U.S. BANCORP PIPER JAFFRAY
----------------------
THE WILLIAMS CAPITAL GROUP, L.P.
----------------------
Prospectus Supplement dated January 21, 2003.
<PAGE>
RISK FACTORS
You should carefully consider the following matters in deciding whether to
purchase the notes.
OUR INDEBTEDNESS COULD ADVERSELY AFFECT US BY REDUCING OUR FLEXIBILITY TO
RESPOND TO CHANGING BUSINESS AND ECONOMIC CONDITIONS AND INCREASING OUR
BORROWING COSTS.
As of November 9, 2002, our total outstanding indebtedness, including
capital leases and the current portion thereof, and excluding the market value
adjustment required by GAAP for interest rate hedges, was approximately $8.5
billion. As of November 9, 2002, we had credit facilities totaling $2.76
billion, with approximately $353 million borrowed under these credit facilities.
In addition, as of November 9, 2002, we had a fully borrowed $202 million
synthetic lease credit facility, $75 million in money market lines with
borrowings of $15 million and $492 million outstanding in commercial paper
issuances. The money market borrowings, commercial paper issuances, and
outstanding letters of credit totaling $130 million as of November 9, 2002,
reduce funds available for borrowing under our credit facilities.
This indebtedness could reduce our ability to obtain additional financing
for working capital, acquisitions or other purposes and could make us more
vulnerable to economic downturns and competitive pressures. Our needs for cash
in the future will depend on many factors that are difficult to predict. These
factors include results of operations, the timing and cost of acquisitions and
efforts to expand existing operations.
We believe that we will have sufficient funds from all sources to meet our
needs over the next several years. We cannot assure you, however, that our
business will generate cash flow at or above current levels. If we are unable to

generate sufficient cash flow from operations in the future to pay our debt and
make necessary investments, we will be required to:
- refinance all or a portion of our existing debt;
- seek new borrowings;
- forego strategic opportunities; or
- delay, scale back or eliminate some aspects of our operations.
If necessary, any of these actions could have a material negative impact on
our business, financial condition or results of operations.
Some of our subsidiaries will guarantee the notes. As a result, the notes
will effectively rank equal in right of payment with approximately $7.7 billion
of other indebtedness of these subsidiaries as of November 9, 2002. The notes
will effectively rank junior in right of payment to indebtedness of our
subsidiaries that do not guarantee the notes. As of November 9, 2002, the
indebtedness of the subsidiaries who will not guarantee the notes totaled
approximately $242 million.
THE GUARANTEES OF THE NOTES BY OUR SUBSIDIARIES MAY BE INADEQUATE.
Although most of our subsidiaries have guaranteed our obligation to pay the
notes, the available assets of those subsidiaries may be insufficient for these
purposes. Some of those subsidiaries are direct borrowers under, or guarantors
of, our bank credit facilities.
S-2
<PAGE>
FEDERAL AND STATE STATUTES PERMIT COURTS, UNDER SPECIFIC CIRCUMSTANCES, TO VOID
GUARANTEES AND REQUIRE THE RETURN OF PAYMENTS RECEIVED FROM GUARANTORS.
Under the U.S. Bankruptcy Code and comparable provisions of state
fraudulent transfer laws, a court has the power to void a guarantee, or to
subordinate claims in respect of a guarantee to all other debts of the
guarantor, if, among other things, at the time the guarantor incurred the
indebtedness evidenced by its guarantee, it received less than reasonably
equivalent value or fair consideration for the incurrence of the guarantee, and
either:
- was insolvent or rendered insolvent by reason of that incurrence;
- was engaged in a business or transaction for which its remaining assets
constituted unreasonably small capital; or
- intended to incur, or believed that it would incur, debts beyond its
ability to pay as those debts mature.
In addition, the court may void any payment by that guarantor pursuant to
its guarantee and require the return of that payment to the guarantor or to a
fund for the benefit of the creditors of the guarantor.
The measures of insolvency for these purposes will vary depending upon the
law applied in any proceeding to determine whether a fraudulent transfer has
occurred. Generally, however, a guarantor would be considered insolvent if:
- the sum of its debts, including contingent liabilities, were greater than
the fair saleable value of all of its assets;
- the present fair saleable value of its assets were less than the amount
that would be required to pay its probable liability on its existing
debts, including contingent liabilities, as they become absolute and
mature; or
- it could not pay its debts as they become due.
On the basis of our historical financial results, recent operating history
and other factors, we believe that each subsidiary that has guaranteed the
notes, after giving effect to that guarantee, will not be insolvent, will not
have unreasonably small capital for the business in which it is engaged and will
not have incurred debts beyond its ability to pay as those debts mature.
However, we cannot assure you of the particular standard that might be applied
by a court in making its determinations or that a court would agree with our
conclusions in this regard.
OUR ABILITY TO MEET SALES AND EARNINGS TARGETS MAY BE NEGATIVELY IMPACTED BY A
VARIETY OF FACTORS.
We obtain sales growth from new square footage, as well as from increased
productivity from existing stores. We expect full year 2002 square footage to
grow 3.5% to 4.5%, including acquisitions. We expect earnings per share in the
fourth quarter of 2002 to be equal to or slightly better than fourth quarter of
2001. Our ability to meet sales and earnings targets could be adversely affected
by the increasingly competitive environment in which we operate. In addition,
any labor dispute, delays in opening new stores, changes in the economic
climate, or other unanticipated events, could cause us to fall short of sales
and earnings targets. Sales growth may also be negatively affected if the impact
of new square footage on existing stores is greater than anticipated.
S-3
<PAGE>
THE COMPANY
Kroger was founded in 1883 and was incorporated in 1902. We maintain our
corporate offices in Cincinnati, Ohio, and as of November 9, 2002, we were one
of the largest grocery retailers in the United States based on annual sales.
As of November 9, 2002, directly or through subsidiaries we operated
approximately 2,461 supermarkets and multidepartment stores, 783 convenience
stores, 341 supermarket fuel centers, and 441 jewelry stores. Ninety-six of the
convenience stores were franchised to third parties. We also operate directly or
through subsidiaries 41 manufacturing facilities that permit us to offer
quality, low-cost private label products.

USE OF PROCEEDS
We estimate that the net proceeds from this offering will be approximately
$495 million. We intend to use those proceeds to repay amounts under our credit
facilities or short term borrowings and thereafter to use borrowings under those
credit facilities or short term borrowings to repurchase, repay or redeem our
outstanding indebtedness. We anticipate using borrowings to pay in full
approximately $200 million under the synthetic lease that expires in February
2003, and to repay $250 million of notes that mature in March 2003. We also
expect to use borrowing proceeds for other general corporate purposes.
The interest rate for borrowings under the credit facilities, as amended,
are detailed in the Consolidated Financial Statements attached to our Annual
Report on Form 10-K for the fiscal year ended February 2, 2002, and the Credit
Agreements incorporated by reference to Exhibit 99.2 of our Current Report on
Form 8-K dated May 31, 2001, and to Exhibits 99.1 and 99.2 of our Current Report
on Form 8-K dated May 24, 2002, filed with the SEC.
S-4
<PAGE>
DESCRIPTION OF THE NOTES
The following description of the particular terms of the notes (referred to
in the accompanying prospectus as the "debt securities") supplements, and to the
extent it is inconsistent with the description in the prospectus, it replaces
the description of the general terms and provisions of the debt securities in
the prospectus. We will issue the notes under an indenture dated June 25, 1999,
as it may be amended and supplemented from time to time, among Kroger and
Firstar Bank, National Association, now known as U.S. Bank, N.A., as trustee,
and the guarantors named in the supplemental indenture. We have summarized
select portions of the indenture below. The summary is not complete and is
qualified by reference to the indenture.
GENERAL
The notes initially will be limited to $500,000,000 aggregate principal
amount, subject to our ability to issue additional notes that may be of the same
series as these notes as described under "Further Issues." The notes will mature
on February 1, 2013.
The notes will bear interest from January 28, 2003 at the rate shown on the
front cover of this prospectus supplement. Interest on the notes is payable
semiannually on February 1 and August 1 of each year commencing on August 1,
2003, to the person in whose name such note is registered at the close of
business on January 15 or July 15, as the case may be, immediately preceding
such interest payment dates. Interest on the notes will be computed on the basis
of a 360-day year of twelve 30-day months.
The notes rank equally in right of payment with all of our existing and
future unsecured senior debt. The notes rank senior to all of our existing and
future subordinated indebtedness.
Some of our subsidiaries will guarantee the notes. As a result, the notes
will effectively rank equal in right of payment with approximately $7.7 billion
of other indebtedness of these subsidiaries as of November 9, 2002. If one of
these subsidiaries becomes insolvent, however, the guarantee of that subsidiary
could be held by a court to be unenforceable under applicable fraudulent
transfer or similar laws. The notes will effectively rank junior in right of
payment to indebtedness of our subsidiaries that do not guarantee the notes. As
of November 9, 2002, the indebtedness of the subsidiaries who will not guarantee
the notes totaled approximately $242 million.
The notes are unsecured and not entitled to any sinking fund.
The notes will initially be issued only in registered, book-entry form, in
denominations of $1,000 and any integral multiple thereof as described under
"Book-Entry System." We will issue global securities in denominations equal to
the total principal amount of outstanding notes of the series represented by the
global securities.
If any interest payment date or the maturity date of the notes does not
fall on a business day, payment of interest or principal otherwise payable on
that day will be made on the next succeeding business day with the same effect
as if made on the actual interest payment date or the maturity date of the
notes, as the case may be, and no interest will accrue for the period from and
after such interest payment date or maturity date. "Business day" means any day
other than a Saturday or Sunday or a day on which banking institutions in New
York City or Cincinnati, Ohio are authorized or obligated by law or executive
order to close.
S-5
<PAGE>
GUARANTEES
All of our subsidiaries except those prohibited from so doing and those
without any significant assets or operations will guarantee our obligations
under the notes, subject to the limitations described below. In addition, if, in
the future, any of our existing or future subsidiaries guarantees any of our
indebtedness, that subsidiary will also be required to guarantee our obligations
under the notes, unless it is prohibited from doing so. If we default in payment
of the principal, interest or any premium due under the notes, the guarantors
will be obligated to pay these amounts.
The obligations of each guarantor under its guarantee are limited to the
maximum amount enforceable under applicable fraudulent conveyance or fraudulent
transfer laws. This maximum amount will be calculated after giving effect to all
other liabilities of the guarantor and after giving effect to all contribution
and other obligations among the guarantors under the indenture. Each guarantor
that makes a payment or distribution under its guarantee will be entitled to a
contribution from each other guarantor in a pro rata amount based on the net
assets of each guarantor.
A guarantee issued by a guarantor will automatically and unconditionally be
released and discharged in the following situations if doing so will not result
in any downgrade of the notes by Moody's Investors Service and Standard & Poor's
Ratings Services:

- upon any sale, exchange or transfer to any person of all of the capital
stock, or all or substantially all of the assets, of the guarantor in a
transaction that complies with the indenture, except that such a
transaction will not release or discharge a guarantee if the guarantor
continues to be a guarantor of any of our bank credit facilities; or
- at our request at any time if we no longer have in force guarantees under
our bank credit facilities.
Except as otherwise described above, as long as the notes are guaranteed we
will add comparable release provisions to any existing debt that we modify after
the date of this prospectus supplement to add guarantees, and to any future debt
securities (excluding asset backed securities) issued by us and guaranteed by
our subsidiaries. We have added guarantees to most of our existing debt. As of
November 9, 2002, approximately $1.8 billion of debt issued by Fred Meyer and
its subsidiaries is guaranteed by Fred Meyer's subsidiaries, and does not
contain similar guarantee release provisions.
Each guarantee will rank equal in right of payment with all other unsecured
and unsubordinated indebtedness of the guarantor and will rank senior in right
of payment to all subordinated indebtedness of the guarantor. As of November 9,
2002, after giving pro forma effect to this offering, the application of the net
proceeds of the offering and the guarantees to be given by some of our
subsidiaries, Kroger and the guarantors would have had approximately $8.3
billion of indebtedness outstanding, including capital leases and the current
portion thereof, and excluding the market value adjustment required by GAAP for
interest rate hedges, of which approximately $7.8 billion would have been
unsecured and unsubordinated indebtedness, $328 million would have been secured
and unsubordinated, and the balance of which would have been unsecured and
subordinated indebtedness.
OPTIONAL REDEMPTION
The notes will be redeemable, in whole or in part, at our option at any
time. The redemption price for the notes will equal the greater of:
- 100% of the principal amount of the notes; and
S-6
<PAGE>
- the sum of the present values of the remaining scheduled payments of
principal and interest on the notes being redeemed, excluding accrued
interest on the date of redemption, from the redemption date to the
maturity date. The discount to the redemption date will be made on a
semiannual basis based on a 360-day year, with each month consisting of
30 days. The discount rate will equal the equivalent yield to maturity of
U.S. Treasury securities having a comparable maturity to the notes, plus
25 basis points, plus accrued interest to the redemption date. The
determination of the rate will be made by an agent we appoint. Initially,
that agent will be J.P. Morgan Securities Inc.
Notice of any redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each holder of the notes to be redeemed.
Unless we default in payment of the redemption price, interest will cease to
accrue on and after the redemption date on the notes or portions of the notes
called for redemption.
COVENANTS
The indenture provides that the following covenants will apply to us:
Limitations on Liens. We covenant that, so long as any notes remain
outstanding, neither we nor any of our restricted subsidiaries will issue,
assume or guarantee any secured debt or other agreement comparable to secured
debt unless these notes and other debt ranking equally to these notes also is so
secured on an equal basis. This restriction will not apply to the following:
(1) liens on any property or assets of any corporation existing at the
same time such corporation becomes a restricted subsidiary provided
that the lien does not extend to any of our other property or that of
any other restricted subsidiaries;
(2) liens existing on assets acquired by us, to secure the purchase price
of assets, or to obtain a release of liens from any of our other
property, incurred no later than 18 months after the acquisition,
assumption, guarantee, or, in the case of real estate, completion of
construction and commencement of operations;
(3) liens securing indebtedness owing by any restricted subsidiary to us
or another restricted subsidiary;
(4) liens on any assets existing upon acquisition of a corporation through
merger or by acquisition of all or substantially all of the assets by
us or a restricted subsidiary;
(5) liens in favor of the U.S., a foreign country, or any political
subdivision to secure payments of debt incurred to finance the
purchase of assets;
(6) liens existing on our or any of our restricted subsidiaries'
properties or assets existing on the date of the supplemental
indenture; provided that the liens secure only those obligations which
they secure on the date of the supplemental indenture or any
extension, renewal or replacement thereof;
(7) any extension, renewal or replacement (or successive extensions,
renewals or replacements) in whole or in part, of any lien referred to
in clauses (1) through (6);
(8) some statutory liens or other similar liens arising in the ordinary
course of our or any of our restricted subsidiaries' business, or some
liens arising out of governmental contracts;
S-7
<PAGE>

(9) some pledges, deposits or liens made or arising under worker's
compensation or similar legislation or in some other circumstances;
(10) some liens in connection with legal proceedings, including some liens
arising out of judgments or awards;
(11) liens for some taxes or assessments, landlord's liens, mechanic's
liens and liens and charges incidental to the conduct of the business,
or the ownership of our or any of our restricted subsidiaries'
property or assets that were not incurred in connection with the
borrowing of money and that do not, in our opinion, materially impair
the use of the property or assets in the operation of our business or
that of a restricted subsidiary or the value of the property or assets
for its purposes; or
(12) any other liens not included above, which together with amounts
included in clause (1) of the next section do not exceed 10% of our
consolidated net tangible assets.
Limitation on Sale and Lease-Back Transactions. We and our restricted
subsidiaries will not sell and leaseback for a term greater than three years
under a capital lease any material real property or operating assets unless:
(1) we could incur secured debt on that property equal to the present value
of rentals under the lease without having to equally secure the note;
or
(2) the sale proceeds equal or exceed the fair market value of the property
and the net proceeds are used within 180 days to acquire material real
property or operating assets or to purchase or redeem notes offered
hereby or long term debt, including capital leases, that are senior to
or rank on parity with these notes.
This restriction does not apply to sale and lease-back transactions of
material property or operating assets acquired or constructed after 18 months
prior to the date of the indenture as long as a commitment for the sale and
lease-back is made within 18 months of acquisition, in the case of operating
assets, and of completion of construction and commencement of operations, in the
case of material real property.
For purposes of these covenants, a "subsidiary" is an entity that we
directly or indirectly control, including partnerships in which we or our
subsidiaries own a greater than 50% interest. Restricted subsidiaries are all of
our subsidiaries other than those our board of directors has determined are not
material.
The covenants applicable to the notes would not necessarily afford holders
protection in the event of a highly leveraged or other transaction involving us
or in the event of a material adverse change in our financial condition or
results of operation, and the notes do not contain any other provisions that are
designed to afford protection in the event of a highly leveraged transaction
involving us.
MERGER AND CONSOLIDATION
The indenture provides that we will not merge or consolidate with any
corporation, partnership or other entity and will not sell, lease or convey all
or substantially all of our assets to any entity, unless:
- we are the surviving entity, or the surviving or successor entity is a
corporation or partnership organized under the laws of the United States
or a State thereof or the
S-8
<PAGE>
District of Columbia and expressly assumes all our obligations under the
indenture and the notes; and
- immediately after the merger, consolidation, sale, lease or conveyance,
we or the successor entity are not in default in the performance of the
covenants and conditions of the indenture.
BOOK-ENTRY SYSTEM
Upon issuance, the notes will be represented by one or more global
securities. Each global security representing global notes will be deposited
with, or on behalf of, The Depository Trust Company or "DTC", and registered in
the name of a nominee of DTC. Global notes will not be exchangeable for
certificated notes, except as described below. Certificated notes will not be
exchangeable for global notes and will not otherwise be issuable as global
notes.
Ownership of beneficial interests in a global note will be limited to DTC
participants and to persons that may hold interests through institutions that
have accounts with DTC, including Euroclear and Clearstream ("participants").
Beneficial interests in a global note will be shown on, and transfers of those
ownership interests will be effected only through, records maintained by DTC and
its participants for the global note. The conveyance of notices and other
communications by DTC to its participants and by its participants to owners of
beneficial interests in the notes will be governed by arrangements among them,
subject to any statutory or regulatory requirements in effect.
DTC holds the securities of its participants and facilitates the clearance
and settlement of securities transactions among its participants in those
securities through electronic book-entry changes in accounts of its
participants. The electronic book-entry system eliminates the need for physical
certificates. DTC's participants include:
- securities brokers and dealers (including the underwriters);
- banks;
- trust companies;
- clearing corporations; and
- other organizations (some of which, and/or their representatives, own

DTC).
Banks, brokers, dealers, trust companies and others that clear through or
maintain a custodial relationship with a participant, either directly or
indirectly, also have access to DTC's book-entry system.
Principal and interest payments on the global notes represented by a global
security will be made to DTC or its nominee, as the case may be, as the sole
registered owner and the sole holder of the global notes represented by the
global security for all purposes under the indenture. Accordingly, we, the
trustee and the paying agent under the indenture will have no responsibility or
liability for:
- any aspect of DTC's records relating to, or payments made on account of,
beneficial ownership interests in a global note represented by a global
security;
- any other aspect of the relationship between DTC and its participants or
the relationship between the participants and the owners of beneficial
interests in a global note held through the participants; or
S-9
<PAGE>
- the maintenance, supervision or review of any of DTC's records relating
to the beneficial ownership interests.
DTC has advised us that upon receipt of any payment of principal of or
interest on a global note, DTC will immediately credit, on its book-entry
registration and transfer system, the accounts of participants with payments in
amounts proportionate to their respective beneficial interests in the principal
amount of the global note as shown on DTC's records. The applicable underwriter
or underwriters will initially designate the accounts to be credited. Payments
by participants to owners of beneficial interests in a global note will be
governed by standing instructions and customary practices, as is the case with
securities held for customer accounts in bearer form or registered in "street
name," and will be the sole responsibility of those participants.
A global note can only be transferred:
- as a whole by DTC to one of its nominees;
- as a whole by a nominee of DTC to DTC or another nominee of DTC; or
- as a whole by DTC or a nominee of DTC to a successor of DTC or a nominee
of the successor.
Global notes represented by a global security can be exchanged for
certificated notes in registered form only if:
- DTC notifies us that it is unwilling or unable to continue as depositary
for the global note and we do not appoint a successor depositary within
90 days after receiving the notice;
- at any time DTC ceases to be a clearing agency registered under the
Securities Exchange Act of 1934 and we do not appoint a successor
depositary within 90 days after becoming aware that DTC has ceased to be
so registered as a clearing agency;
- we in our sole discretion determine that a global note will be
exchangeable for certificated notes in registered form and notify the
trustee of our decision; or
- an event of default with respect to the notes represented by a global
note has occurred and is continuing.
A global note that can be exchanged under the previous paragraph will be
exchanged for certificated notes that are issued in authorized denominations in
registered form for the same aggregate amount. Those certificated notes will be
registered in the names of the owners of the beneficial interests in the global
note as directed by DTC.
Except as provided above, owners of beneficial interests in a note will not
be entitled to receive physical delivery of notes in certificated form and will
not be considered the holders of the notes for any purpose under the indenture
and no global notes represented by a global security will be exchangeable. Each
person owning a beneficial interest in a global note must rely on the procedures
of DTC (and if the person is not a participant, on the procedures of the
participant through which the person owns its interest) to exercise any rights
of a holder under the indenture or the global note. The laws of some
jurisdictions require that purchasers of securities take physical delivery of
the securities in certificated form. Those laws may impair the ability to
transfer beneficial interests in a global note.
We understand that under existing industry practices, if we request holders
to take any action, or if an owner of a beneficial interest in a global note
desires to take any action
S-10
<PAGE>
which a holder is entitled to take under the indenture, then (1) DTC would
authorize the participants holding the relevant beneficial interests to take
that action and (2) those participants would authorize the beneficial owners
owning through those participants to take that action or would otherwise act
upon the instructions of beneficial owners owning through them.
DTC has provided the following information to us. DTC is:
- a limited-purpose trust company organized under the laws of the State of
New York;
- a "banking organization" within the meaning of the New York Banking Law;
- a member of the Federal Reserve System;
- a "clearing corporation" within the meaning of the New York Uniform
Commercial Code; and

- a "clearing agency" registered under the Securities Exchange Act of 1934.
DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE
Under terms satisfactory to the trustee, we may discharge some obligations
to holders of the notes which have not already been delivered to the trustee for
cancellation and which have either become due and payable or are by their terms
due and payable within one year (or are scheduled for redemption within one
year) by irrevocably depositing with the trustee cash or U.S. Government
Obligations (as defined in the indenture) as trust funds in an amount certified
to be sufficient to pay at maturity (or upon redemption) the principal of and
interest on the notes.
We may also discharge any and all of our obligations to holders of the
notes at any time ("defeasance"), but we may not avoid our duty to register the
transfer or exchange of the notes, to replace any temporary, mutilated,
destroyed, lost, or stolen notes or to maintain an office or agency for the
notes. Defeasance may be effected only if, among other things:
(1) we irrevocably deposit with the trustee cash or U.S. Government
Obligations as trust funds in an amount certified to be sufficient to
pay at maturity the principal of and interest on all outstanding notes;
and
(2) we deliver to the trustee an opinion of counsel to the effect that the
holders of the notes will not recognize income, gain or loss for U.S.
federal income tax purposes as a result of the defeasance and that
defeasance will not otherwise alter the holders' U.S. federal income
tax treatment of principal and interest payments on the notes. The
opinion must be based on a ruling of the IRS or a change in U.S.
federal income tax law occurring after the date of the indenture, since
that result would not occur under current tax law.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the notes will be made by the underwriters in immediately
available funds. We will pay all principal and interest in immediately available
funds.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearing-house or next-day funds. In contrast, the notes
will trade in the DTC's same-day funds settlement system until maturity. As a
result, DTC will require that secondary market trading activity in the notes be
settled in immediately available funds.
S-11
<PAGE>
We cannot advise holders on the effect on trading activity in the notes of
settlement in immediately available funds.
FURTHER ISSUES
We may from time to time, without notice to or the consent of the
registered holders of the notes, create and issue further notes. These further
notes will rank equal with the notes in all respects (or in all respects other
than the payment of interest accruing prior to the issue date of the further
notes, or except for the first payment of interest following the issue date of
the further notes). The further notes may be consolidated and form a single
series with the notes and may have the same terms as to status, redemption, or
otherwise, as the notes.
THE TRUSTEE
U.S. Bank, N.A., formerly known as Firstar Bank, National Association, is
the trustee under the indenture. In the performance of its duties, the trustee
is entitled to indemnification for any act which would involve it in expense or
liability and will not be liable as a result of any action taken in connection
with the performance of its duties except for its own gross negligence or
default. The trustee is protected in acting upon any direction or document
reasonably believed by it to be genuine and to be signed by the proper party or
parties or upon the opinion or advice of counsel. The trustee may resign upon
written notice to us as provided in the indenture. The trustee may acquire our
obligations for its own account. The trustee performs banking and other services
for us, and is a lender under some of our credit facilities.
S-12
<PAGE>
UNDERWRITING
Kroger and the underwriters for the offering named below have entered into
an underwriting agreement and a pricing agreement for offering the notes.
Subject to conditions in these agreements, each underwriter has severally agreed
to purchase the principal amount of notes indicated in the following table.
<Table>
<Caption>
Principal
Amount of
Underwriters Notes
------------ ------------
<S> <C>
Banc One Capital Markets, Inc. ..................... $108,125,000
J.P. Morgan Securities Inc. ........................ 108,125,000
Banc of America Securities LLC...................... 108,125,000
Salomon Smith Barney Inc. .......................... 108,125,000
BNY Capital Markets, Inc. .......................... 15,000,000
Cooperatieve Centrale Raiffeisen-Boerenleenbank
B.A. ............................................. 15,000,000
The Royal Bank of Scotland plc...................... 15,000,000
U.S. Bancorp Piper Jaffray Inc. .................... 15,000,000
The Williams Capital Group, L.P. ................... 7,500,000
------------
Total..................................... $500,000,000
============
</Table>

Notes sold by the underwriters to the public will initially be offered at
the initial public offering price set forth on the cover of this prospectus
supplement. Any notes sold by the underwriters to securities dealers may be sold
at a discount from the initial public offering price of up to 0.400% of the
principal amount of the notes. Any such securities dealers may resell any notes
purchased from the underwriters to certain other brokers or dealers at a
discount from the initial public offering price of up to 0.250% of the principal
amount of the notes. If all the notes are not sold at the initial offering
price, the underwriters may change the offering price and the other selling
terms.
The notes are a new issue of securities with no established trading market.
The underwriters have advised Kroger that the underwriters intend to make a
market in the notes but are not obligated to do so and may discontinue market
making at any time without notice. No assurance can be given as to the liquidity
of the trading market for the notes.
In connection with the offering, the underwriters may purchase and sell
notes in the open market. These transactions may include short sales,
stabilizing transactions and purchases to cover positions created by short
sales. Short sales involve the sale by the underwriters of a greater number of
notes than they are required to purchase in the offering. Stabilizing
transactions consist of certain bids or purchases made for the purpose of
preventing or retarding a decline in the market price of the notes while the
offering is in progress.
The underwriters also may impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the underwriting
discount received by it because the underwriters have repurchased notes sold by
or for the account of such underwriter in stabilizing or short covering
transactions.
These activities by the underwriters may stabilize, maintain or otherwise
affect the market price of the notes. As a result, the price of the notes may be
higher than the price that otherwise might exist in the open market. If these
activities are commenced, they may
S-13
<PAGE>
be discontinued by the underwriters at any time. These transactions may be
effected in the over-the-counter market or otherwise.
One or more of the underwriters or their affiliates have provided and may
in the future provide various commercial or investment banking services and
other services to us and our affiliates. In addition, affiliates of some of the
underwriters are lenders, and in some cases agents or managers for the lenders
under certain of our credit facilities.
Affiliates of the underwriters will in aggregate receive more than 10% of
the proceeds of this offering as a result of the repayment of borrowings under
our credit facilities. Therefore, this offering is being conducted in accordance
with Rule 2710(c)(8) of the National Association of Securities Dealers, Inc.
Kroger estimates that its share of the total expenses of the offering,
excluding underwriting discounts and commissions, will be approximately
$400,000.
Kroger has agreed to indemnify the several underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
VALIDITY OF THE NOTES
The validity of the notes will be passed upon for Kroger by Paul W.
Heldman, Esq., Senior Vice President, Secretary and General Counsel of Kroger,
and for the underwriters by Fried, Frank, Harris, Shriver & Jacobson (a
partnership including professional corporations), New York, New York. Mr.
Heldman may rely as to matters of New York law upon the opinion of Fried, Frank,
Harris, Shriver & Jacobson, and Fried, Frank, Harris, Shriver & Jacobson may
rely as to matters of Ohio law upon the opinion of Mr. Heldman. As of December
31, 2002, Mr. Heldman owned approximately 163,167 shares of Kroger's Common
Stock and had options to acquire an additional 600,500 shares. Fried, Frank,
Harris, Shriver & Jacobson from time to time performs legal services for Kroger.
EXPERTS
The financial statements incorporated in this prospectus supplement by
reference to the Annual Report on Form 10-K for the year ended February 2, 2002
have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
S-14
<PAGE>
FORWARD-LOOKING STATEMENTS
The prospectus and this prospectus supplement contain, or incorporate by
reference, certain statements that may be deemed "forward-looking statements"
within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act. All statements, other than statements of historical facts, that
address activities, events or developments that we intend, expect, project,
believe or anticipate will or may occur in the future are forward-looking
statements. Such statements are based on certain assumptions and assessments
made by our management in light of its experience and its perception of
historical trends, current conditions, expected future developments and other
factors it believes to be appropriate. The forward-looking statements included
in the prospectus and this prospectus supplement are also subject to a number of
material risks and uncertainties, including but not limited to economic,
competitive, governmental and technological factors affecting our operations,
markets, products, services and prices, and other factors discussed in our
filings under the Securities Act and the Exchange Act. Prospective investors are
cautioned that such forward-looking statements are not guarantees of future
performance and that actual results, developments and business decisions may
differ from those envisaged by such forward-looking statements.
S-15

<PAGE>
LIST OF SUBSIDIARY GUARANTORS
<Table>
<Caption>
NAME OF GUARANTOR JURISDICTION OF ORGANIZATION
----------------- ----------------------------
<S> <C>
Alpha Beta Company.......................................... California
Bay Area Warehouse Stores, Inc.............................. California
Bell Markets, Inc........................................... California
Cala Co..................................................... Delaware
Cala Foods, Inc............................................. California
CB&S Advertising Agency, Inc................................ Oregon
Crawford Stores, Inc........................................ California
Dillon Companies, Inc....................................... Kansas
Dillon Real Estate Co., Inc................................. Kansas
Distribution Trucking Company............................... Oregon
Drugs Distributors, Inc..................................... Indiana
F4L L.P. ................................................... Ohio
FM, Inc..................................................... Utah
FMJ, Inc. .................................................. Delaware
Food 4 Less GM, Inc......................................... California
Food 4 Less Holdings, Inc................................... Delaware
Food 4 Less Merchandising, Inc.............................. California
Food 4 Less of California, Inc.............................. California
Food 4 Less of Southern California, Inc..................... Delaware
Fred Meyer, Inc............................................. Delaware
Fred Meyer Jewelers, Inc.................................... California
Fred Meyer Stores, Inc...................................... Delaware
Henpil, Inc................................................. Texas
Hughes Markets, Inc......................................... California
Hughes Realty, Inc.......................................... California
Inter-American Foods, Inc................................... Ohio
Junior Food Stores of West Florida, Inc..................... Florida
J.V. Distributing, Inc...................................... Michigan
KRGP Inc.................................................... Ohio
KRLP Inc.................................................... Ohio
The Kroger Co. of Michigan.................................. Michigan
Kroger Dedicated Logistics Co............................... Ohio
Kroger Group Cooperative, Inc. ............................. Ohio
Kroger Limited Partnership I................................ Ohio
Kroger Limited Partnership II............................... Ohio
Kroger Texas L.P............................................ Ohio
Kwik Shop, Inc.............................................. Kansas
Mini Mart, Inc.............................................. Wyoming
Peyton's-Southeastern, Inc.................................. Tennessee
</Table>
S-16
<PAGE>
<Table>
<Caption>
NAME OF GUARANTOR JURISDICTION OF ORGANIZATION
----------------- ----------------------------
<S> <C>
QFC Sub, Inc................................................ Washington
Quality Food Centers, Inc................................... Washington
Quality Food Holdings, Inc.................................. Delaware
Quality Food, Inc........................................... Delaware
Queen City Assurance, Inc. ................................. Vermont
Quik Stop Markets, Inc...................................... California
Ralphs Grocery Company...................................... Delaware
Richie's Inc................................................ Texas
RJD Assurance, Inc.......................................... Vermont
Rocket Newco, Inc........................................... Texas
Second Story, Inc........................................... Washington
Smith's Beverage of Wyoming, Inc............................ Wyoming
Smith's Food & Drug Centers, Inc............................ Delaware
THGP Co., Inc............................................... Pennsylvania
THLP Co., Inc............................................... Pennsylvania
Topvalco, Inc............................................... Ohio
Turkey Hill, L.P............................................ Pennsylvania
Vine Court Assurance Incorporated........................... Vermont
Wells Aircraft, Inc......................................... Kansas
</Table>
S-17
<PAGE>
PROSPECTUS
$2,000,000,000
THE KROGER CO.
DEBT SECURITIES
PREFERRED STOCK
DEPOSITARY SHARES
COMMON STOCK
WARRANTS
We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any supplement carefully before
you invest.
We may offer any of the following securities from time to time:
- debt securities;
- preferred stock;
- depositary shares relating to preferred stock;
- common stock; and

- warrants to purchase debt securities, common stock or preferred stock.
------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
------------------------
July 23, 2002
<PAGE>
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
<S> <C>
About This Prospectus....................................... 2
Where You Can Find More Information......................... 2
The Kroger Co............................................... 3
Consolidated Ratio of Earnings to Fixed Charges............. 4
Use of Proceeds............................................. 4
Plan of Distribution........................................ 4
Description of Debt Securities.............................. 5
Description of Capital Stock................................ 9
Description of Depositary Shares............................ 12
Description of Warrants..................................... 15
Experts..................................................... 17
Legal Opinions.............................................. 17
</Table>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
SEC utilizing a "shelf" registration process. Under this shelf process, we may
sell any combination of the securities described in this prospectus in one or
more offerings up to a total dollar amount of $2,000,000,000. This prospectus
provides you with a general description of the securities we may offer. Each
time we sell securities, we will provide a prospectus supplement that will
contain specific information about the terms of that offering. The prospectus
supplement may also add, update or change information contained in this
prospectus. You should read both this prospectus and any prospectus supplement
together with additional information described under the heading "Where You Can
Find More Information."
WHERE YOU CAN FIND MORE INFORMATION
Kroger files annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference room. Our SEC filings are also available to the public from the
SEC's Web site at http://www.sec.gov.
2
<PAGE>
The SEC allows us to "incorporate by reference" the information we file
with them. This means that we can disclose important information to you by
referring you to these documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below, which we have already filed with the
SEC, and any future filings we make with the SEC under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 until we sell all of the
securities.
<Table>
<Caption>
KROGER SEC FILINGS (FILE NO. 1-303) PERIOD
----------------------------------- -----------------------------------------
<S> <C>
Annual Report on Form 10-K......... Year ended February 2, 2002, as amended.
Quarterly Report on Form 10-Q...... Quarter Ended May 25, 2002.
Current Reports on Form 8-K........ March 12, 2002; April 3, 2002; May 24,
2002; June 17, 2002; and June 25, 2002.
Registration Statement on Form
8-A/A, dated April 4, 1997, as
amended on Form 8-A/A, dated
October 18, 1998................... Description of preferred stock purchase
rights.
</Table>
You may request a copy of these filings, other than any exhibits, unless we
have specifically incorporated by reference an exhibit in this prospectus, at no
cost, by writing or telephoning us at the following address:
The Kroger Co.
1014 Vine Street
Cincinnati, Ohio 45202-1100
(513) 762-4000
Attention: Paul Heldman
This prospectus is part of a registration statement we filed with the SEC.
We have incorporated into this registration statement exhibits that include a
form of proposed underwriting agreement and indenture. You should read the
exhibits carefully for provisions that may be important to you.
You should rely on the information incorporated by reference or provided in
this prospectus or any prospectus supplement. We have not authorized anyone to
provide you with different information. We are not making an offer of these
securities in any state where the offer is not permitted. You should not assume
that the information in this prospectus or the documents incorporated by