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: October 20, 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 October 19, 1998, the Company released its earnings
for the Third Quarter 1998 in the form attached hereto as
Exhibit 99.1.
On October 19, 1998, the Company announced that it had
executed an Agreement and Plan of Merger dated as of
October 18, 1998, among the Company, Fred Meyer, Inc., a
Delaware corporation, and Jobsite Holdings, Inc., a
Delaware corporation and a wholly-owned subsidiary of the
Company, in the form attached hereto as Exhibit 99.2. A
copy of the Agreement is attached as Exhibit 99.3.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
99.1 Other Exhibits--Earnings Release for Third
Quarter 1998
99.2 Other Exhibits--Press Release announcing the
Company's execution of an Agreement and Plan of
Merger dated as of October 18, 1998, among the
Company, Fred Meyer, Inc., a Delaware corporation,
and Jobsite Holdings, Inc., a Delaware corporation
and a wholly-owned subsidiary of the Company
99.3 Agreement and Plan of Merger dated as of
October 18, 1998, among the Company, Fred Meyer,
Inc., a Delaware corporation, and Jobsite Holdings,
Inc., a Delaware corporation and a wholly-owned
subsidiary of the Company
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.
October 20, 1998 By: (Paul W. Heldman)
Sr. Vice President,
Secretary and General
Counsel
EXHIBIT INDEX
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Exhibit
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99.1 Other Exhibits--Earnings Release for Third Quarter 1998
99.2 Other Exhibits--Press Release announcing the Company's
execution of an Agreement and Plan of Merger dated as of October
18, 1998, among the Company, Fred Meyer, Inc., a Delaware
corporation, and Jobsite Holdings, Inc., a Delaware corporation
and a wholly-owned subsidiary of the Company
99.3 Agreement and Plan of Merger dated as of October 18, 1998,
among the Company, Fred Meyer, Inc., a Delaware corporation,
and Jobsite Holdings, Inc., a Delaware corporation and a
wholly-owned subsidiary of the Company