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: May 11, 1998
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 April 16, 1998, The Kroger Co. filed
Registration Statement No. 333-50269 on Form S-
3 with the Securities and Exchange Commission
pursuant to Rule 415, (hereinafter referred to
as the "Registration Statement". The
Registration Statement provides for the
issuance of Securities in an aggregate amount
of $800,000,000, and was declared effective on
April 29, 1998. Pursuant to a Prospectus
Supplement dated May 6, 1998, The Kroger Co. is
issuing $200,000,000 of Debt Securities
designated 7% Senior Notes due 2018.
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% Senior
Notes due 2018, the Registrant has executed a
Pricing Agreement dated May 6, 1998, among
Registrant, Goldman, Sachs & Co., BNY Capital
Markets, Inc., BT Alex. Brown Incorporated,
BancAmerica Robertson Stephens, and Nesbitt
Burns Securities Inc., the form of which is
incorporated herein by reference as Exhibit 1.1
hereof.
The form of indenture for the 7% Senior Notes
due 2018 was filed as Exhibit 4.3 of the
Registration Statement. The First Supplemental
Indenture dated as of May 11, 1998, between the
Company and Star Bank, National Association, as
Trustee, supplements the Indenture dated as of
May 1, 1998, between the Company and Star Bank,
National Association, as Trustee, which
originally was qualified as filed with the
Registration Statement. The First Supplemental
Indenture is attached hereto as Exhibit 4.3.
Item 7. Financial Statements, Pro Forma Financial
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Information and Exhibits
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(c) Exhibits:
1.1 Pricing Agreement dated May 6, 1998,
among Registrant, Goldman, Sachs &
Co., BNY Capital Markets, Inc., BT
Alex. Brown Incorporated, BancAmerica
Robertson Stephens, and Nesbitt Burns
Securities Inc.
4.3 First Supplemental Indenture dated as
of May 11, 1998, between the Company
and Star Bank, National Association,
as Trustee, relating to the Company's
7% Senior Notes due 2018.
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.
May 11, 1998 By: (Paul Heldman)
Paul Heldman
Senior Vice President,
Secretary and General
Counsel
EXHIBIT INDEX
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Exhibit No. Exhibit
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1.1 Pricing Agreement dated May 6, 1998, among
Registrant, Goldman, Sachs & Co., BNY Capital
Markets, Inc., BT Alex. Brown Incorporated,
BancAmerica Robertson Stephens, and Nesbitt
Burns Securities Inc.
4.3 First Supplemental Indenture dated as of May
11, 1998, between the Company and Star Bank,
National Association, as Trustee, relating to
the Company's 7% Senior Notes due 2018.