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: March 19, 2006
(Date of earliest event reported)
THE KROGER CO.
(Exact name of registrant as specified in its charter)
| An Ohio Corporation | No. 1-303 | 31-0345740 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 5—Corporate Governance and Management
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
| (a) | Under Article FOURTH, Section C.1. of the Company’s Amended Articles of Incorporation, the Board of Directors is authorized to create one or more series of Cumulative Preferred Shares, and pursuant to that authority the Board designated its Series A Preferred Shares. The Series A Preferred Shares were designated under Article FOURTH, Section C.7. of the Amended Articles of Incorporation and were reserved for issuance under the Company’s warrant dividend plan. The preferences, privileges and rights associated with the Series A Preferred Shares are set forth in Appendix A to the Amended Articles of Incorporation. |
On March 19, 2006, the Company’s warrant dividend plan expired. The Company’s Board of Directors authorized, effective March 19, 2006, the amendment of the Amended Articles of Incorporation to delete Article FOURTH, Section C.7. and Appendix A thereof, which amendment will have the effect of removing the designation of the Series A Preferred Shares.
The form of the Company’s Amended Articles of Incorporation, as amended, to be filed with the Secretary of State of Ohio, is attached hereto as Exhibit 3.1.
Section 9—Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| 3.1. | The Company’s Amended Articles of Incorporation, as amended, to be filed with the Secretary of State of Ohio, filed herewith. |
SIGNATURE
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.
| THE KROGER CO. | ||||
| March 23, 2006 |
By: | /s/ Paul Heldman | ||
| Paul Heldman | ||||
| Senior Vice President, Secretary and General Counsel | ||||
EXHIBIT INDEX
| Exhibit No. | Exhibit | |
| 3.1 | The Company’s Amended Articles of Incorporation, as amended, to be filed with the Secretary of State of Ohio, filed herewith. |
| The Kroger Co. |
| Law Department |
| 1014 Vine Street |
| Cincinnati, OH 45202-1100 |
| March 23, 2006 |
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Form 8-K Filed March 23, 2006
Ladies and Gentlemen:
Enclosed herewith for filing is the Company’s Form 8-K. Should you have any questions regarding this filing please call me at (513) 762-1482.
| Very truly yours, |
| /s/ Bruce M. Gack |
| Bruce M. Gack |
| Vice President and Assistant General Counsel |
Enc.