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 2, 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 May 28, 1997, The Kroger Co. executed a 364-Day
Credit Agreement and a Five-Year Credit Agreement,
both among the Company, the Initial Lenders named
therein, Citibank, N.A., as Administrative Agent, The
Chase Manhattan Bank, as Administrative Agent, First
Chicago Capital Markets, Inc., as Syndication Agent,
and The Bank of New York, as Documentation Agent. A
copy of the 364-Day Credit Agreement is attached
hereto as Exhibit 99.1 and a copy of the Five-Year
Credit Agreement is attached hereto as Exhibit 99.2.
Item 7. Financial Statements, Pro Forma Financial Information
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and Exhibits
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(c) Exhibits:
99.1 364-Day Credit Agreement dated May 28, 1997,
among the Company, the Initial Lenders named
therein, Citibank, N.A., as Administrative Agent,
The Chase Manhattan Bank, as Administrative
Agent, First Chicago Capital Markets, Inc., as
Syndication Agent, and The Bank of New York, as
Documentation Agent.
99.2 Five-Year Credit Agreement dated May 28,
1997, among the Company, the Initial Lenders
named therein, Citibank, N.A., as Administrative
Agent, The Chase Manhattan Bank, as
Administrative Agent, First Chicago Capital
Markets, Inc., as Syndication Agent, and The Bank
of New York, as Documentation Agent.
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.
June 2, 1997 By (Paul Heldman)
______________________
Paul Heldman
Vice President, Secretary
and General Counsel
EXHIBIT INDEX
Exhibit No. Exhibit
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99.1 364-Day Credit Agreement dated May 28, 1997,
among the Company, the Initial Lenders named
therein, Citibank, N.A., as Administrative
Agent, The Chase Manhattan Bank, as
Administrative Agent, First Chicago Capital
Markets, Inc., as Syndication Agent, and The
Bank of New York, as Documentation Agent.
99.2 Five-Year Credit Agreement dated May 28,
1997, among the Company, the Initial Lenders
named therein, Citibank, N.A., as
Administrative Agent, The Chase Manhattan
Bank, as Administrative Agent, First Chicago
Capital Markets, Inc., as Syndication Agent,
and The Bank of New York, as Documentation
Agent.