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 6, 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.
Filed herewith as Exhibit 1.1 to the Registration Statement is
the form of Underwriting Agreement for the issuance of Debt
Securities.
Filed herewith as Exhibit 4.3 to the Registration Statement is
the form of Senior Indenture.
Filed herewith as Exhibit 5.1 to the Registration Statement is
the Opinion of Paul W. Heldman, Esq., including his consent.
Filed herewith as Exhibit 25.1 to the Registration Statement is
the Statement of Eligibility on Form T-1.
Item 7. Financial Statements, Pro Forma Financial Information and
- ------- Exhibits
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(c) Exhibits:
1.1 Form of Underwriting Agreement.
4.3 Form of Senior Indenture.
5.1 Opinion of Paul W. Heldman, Esq., including his
consent.
25.1 Statement of Eligibility on Form T-1.
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 6, 1998 By: (Paul Heldman)
Paul Heldman
Senior Vice President, Secretary
& General Counsel
EXHIBIT INDEX
Exhibit No. Exhibit
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1.1 Form of Underwriting Agreement.
4.3 Form of Senior Indenture.
5.1 Opinion of Paul W. Heldman, Esq., including his consent.
25.1 Statement of Eligibility on Form T-1.