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: June 30, 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 | (Commission File | (IRS Employer |
| of incorporation) | Number) | Number) |
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| 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 8—Other Events
Item 8.01 Other Events.
| | On June 29, 2006, the Company filed its Quarterly Report on Form 10-Q for itsfiscal quarter ended May 20, 2006. In that Report, the Company disclosed,among other things, that its Ralphs Grocery Company subsidiary (“Ralphs”)expected to enter into an agreement that would include a plea of guilty to some ofthe charges contained in the indictment against Ralphs in the matter styledUnitedStates of America v. Ralphs Grocery Company, United States District Court forthe Central District of California, CR No. 05-1210 PA. |
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| On June 30, 2006, Ralphs entered into an agreement settling all matters related tothe indictment. Under the terms of the agreement, which must be approved by theCourt, Ralphs will plead guilty to five of the 53 counts in the indictment; theseinclude violating Social Security and Internal Revenue Service record keepinglaws, violating ERISA reporting laws, identity fraud, and one count of conspiracyto violate federal law. Ralphs has agreed to pay a fine of $20 million to thegovernment and to create a $50 million restitution fund that will be administeredby a Special Master appointed by the Court. In addition, Ralphs will be placed onprobation for a period of three years. |
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| If and when the Court approves the settlement, all remaining counts in theindictment will be dismissed. The agreement will resolve all pending andpotential criminal claims against Ralphs related to this matter. In addition, apending appeal at the National Labor Relations Board challenging the legality ofthe lockout by Ralphs of its employees during the strike will be dismissed. |
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| While the Company can provide no assurance that the Court will approve thesettlement, if the Court does approve the settlement the reserves establishedthrough the first quarter 2006 will fully cover Ralphs’ exposure in connectionwith these legal proceedings. |
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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. |
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| June 30, 2006 | By: | /s/ Paul Heldman | |
| | | Paul Heldman |
| | | Executive Vice President, |
| | | Secretary and General Counsel |
