Form 10-Q Amendment No. 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q/A

 

Amendment No. 1

 

x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended August 16, 2003

 

OR

 

¨   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                  to                 

 

Commission file number 1-303

 

 

THE KROGER CO.

(Exact name of registrant as specified in its charter)

 

Ohio   31-0345740

(State or other jurisdiction

of incorporation or organization)

  

(I.R.S. Employer

Identification No.)

 

1014 Vine Street, Cincinnati, OH 45202

(Address of principal executive offices)

(Zip Code)

 

(513) 762-4000

(Registrant’s telephone number, including area code)

 

Unchanged

(Former name, former address and former fiscal year, if changed since last report)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x  No  ¨.

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  Yes  x  No  ¨.

 

There were 745,095,881 shares of Common Stock ($1 par value) outstanding as of September 24, 2003.

 

Explanatory Note:

 

This filing is made solely to amend and restate “Item 4. Controls and Procedures”.

PART I - FINANCIAL INFORMATION

 

ITEM 4. Controls and Procedures.

 

The Chief Executive Officer and the Chief Financial Officer, together with a disclosure review committee appointed by the Chief Executive Officer, evaluated Kroger’s disclosure controls and procedures as of the quarter-ended August 16, 2003. Based on that evaluation, Kroger’s Chief Executive Officer and Chief Financial Officer concluded that Kroger’s disclosure controls and procedures were effective as of the end of the period covered by this report.

 

In connection with the evaluation described above, there was no change in Kroger’s internal control over financial reporting during the quarter-ended August 16, 2003, that has materially affected, or is reasonably likely to materially affect, Kroger’s internal control over financial reporting.

 

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 thereunto duly authorized.

 

        THE KROGER CO.

Dated: January 28, 2004

      

By:

  

/s/ David B. Dillon

               

      David B. Dillon

               

      Chief Executive Officer

Dated: January 28, 2004

      

By:

  

/s/ J. Michael Schlotman

               

      J. Michael Schlotman

               

      Senior Vice President and

            Chief Financial Officer