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: April 28, 1997
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)
1014 Vine Street
Cincinnati, OH 45201
(Address of principal
executive offices)
Registrant's telephone number: (513) 762-4000
Item 5. Other Events
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On July 17, 1996, The Kroger Co. filed
Registration Statement No. 333-06763 on Form S-
3 with the Securities and Exchange Commission
pursuant to Rule 415, as amended by Amendment
No. 1 filed on July 12, 1996, and Post-
Effective Amendment No. 1 filed on July 17,
1996 (hereinafter, collectively referred to as
the "Registration Statement". The Registration
Statement provides for the issuance of Debt
Securities in an aggregate amount of
$744,226,000, and was declared effective on
July 15, 1996. Pursuant to a Prospectus
Supplement dated April 23, 1997, The Kroger Co.
is issuing $200,000,000 of Debt Securities
designated 7.65% Senior Notes due 2007.
Filed as Exhibit 1.1 to the Registration
Statement was a form of Underwriting Agreement
for the issuance of the Debt Securities. In
connection with the issuance of the 7.65%
Senior Notes due 2007, the Registrant has
executed a Pricing Agreement dated April 23,
1997, among Registrant, Goldman, Sachs & Co.,
Chase Securities Inc., and Citicorp Securities,
Inc., the form of which is incorporated herein
by reference as Exhibit 1.1 hereof.
The form of indenture for the 7.65% Senior
Notes due 2007 was filed as Exhibit 4.2 of the
Registration Statement. The Second
Supplemental Indenture dated as of April 28,
1997, between the Company and Star Bank,
National Association, as Trustee, supplements
the Indenture dated as of July 15, 1996,
between the Company and Star Bank, National
Association (successor trustee to Comerica
Bank), as Trustee, which originally was
qualified as filed with the Registration
Statement. The Second Supplemental Indenture
is attached hereto as Exhibit 4.2.
Item 7. Financial Statements, Pro Forma Financial
- ------- Information and Exhibits
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(c) Exhibits:
1.1 Pricing Agreement dated April 23, 1997,
among Registrant, Goldman, Sachs & Co., Chase
Securities Inc., and Citicorp Securities, Inc.
4.2 Second Supplemental Indenture dated as of April
28, 1997, between the Company and Star Bank,
National Association, as Trustee, relating to
the Company's 7.65% Senior Notes due 2007.
SIGNATURE
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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 hereto duly authorized.
THE KROGER CO.
April 28, 1997 By: (Paul Heldman)
Paul Heldman
Vice President,
Secretary & General
Counsel
EXHIBIT INDEX
Exhibit No. Exhibit
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1.1 Pricing Agreement dated April 23, 1997,
among Registrant, Goldman, Sachs & Co.,
Chase Securities Inc., and Citicorp
Securities, Inc.
4.2 Second Supplemental Indenture dated as of
April 28, 1997, between the Company and
Star Bank, National Association, as
Trustee, relating to the Company's 7.65%
Senior Notes due 2007.