=========================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ----------------------------------- DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): OCTOBER 22, 1998 THE KROGER CO. (Exact name of registrant as specified in its charter) OHIO 1-303 31-0345740 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification incorporation or Number) organization) 1014 VINE STREET CINCINNATI, OHIO 45202 (Address of principal executive offices) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (513) 762-4000 Item 5. Other Events. ------------ On October 19, 1998, the registrant announced that it had executed an Agreement and Plan of Merger, dated as of October 18, 1998, which is included as an exhibit to the registrant's current report on Form 8-K filed October 20, 1998. In connection with the announcement of the merger, the registrant distributed the Materials at meetings with analysts conducted in October, 1998, filed as Exhibit 99.1 hereto. Item 7. Financial Statements and Exhibits. --------------------------------- Exhibit Description ------- ----------- 99.1 Materials distributed at meetings with analysts conducted in October, 1998 - --------------------------------------------------------------------------- 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 hereto duly authorized. THE KROGER CO. October 22, 1998 By: /s/ Paul W. Heldman ------------------------ Paul W. Heldman Senior Vice President, Secretary and General Counsel EXHIBIT INDEX ------------- Exhibit Description ------- ----------- 99.1 Materials distributed at meetings conducted in October, 1998