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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
For the Fiscal Year Ended Commission File No. 1-303
January 29, 2000
THE KROGER CO.
An Ohio Corporation I.R.S. Employer Identification
No. 31-0345740
Address Telephone Number
1014 Vine St. (513) 762-4000
Cincinnati, Ohio 45202
Securities registered pursuant to section 12 (b) of the Act:
Name of Exchange on
Title of Class which Registered
Common $1 par value New York Stock Exchange
830,804,611 shares outstanding on
April 26, 2000
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ].
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K[ ].
The aggregate market value of the Common Stock of The Kroger Co. held by
non-affiliates as of March 6, 2000: $12,256,639,106.
Documents Incorporated by Reference:
Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act
on or before May 28, 2000, incorporated by reference into Parts II and III
of Form 10-K.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Common Stock Price Range
- ------------------------------------------------------------------------------
1999 1998
---- ----
Quarter High Low High Low
- -------- --------- --------- --------- ---------
1st 34-29/32 24-7/8 23-21/32 16-17/32
2nd 31-3/8 24-1/8 23-3/4 20-3/32
3rd 26-15/16 19-1/2 27-1/16 21
4th 24-1/4 14-7/8 30-13/32 22
Main trading market - New York Stock Exchange (Symbol KR)
Number of shareowners at year-end 1999: 51,000.
Number of shareowners at April 26, 2000: 51,286.
Determined by number of shareholders of record
The Company has not paid dividends on its Common Stock for the past three fiscal
years. Under the Company's Credit Agreement dated May 28, 1997, the Company is
prohibited from paying cash dividends during the term of the Credit Agreement.
The Company is permitted to pay dividends in the form of stock of the Company.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
THE KROGER CO.
Dated: August 2, 2000 By (*Joseph A. Pichler)
Joseph A. Pichler, Chairman
of the Board of Directors and
Chief Executive Officer
Dated: August 2, 2000 By (*J. Michael Schlotman)
J. Michael Schlotman
Group Vice President and
Chief Financial Officer
Dated: August 2, 2000 By (*M. Elizabeth Van Oflen)
M. Elizabeth Van Oflen
Vice President & Corporate Controller
and Principal Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Company and in
the capacities indicated on the 2nd day of August, 2000.
(*Reuben V. Anderson) Director
Reuben V. Anderson
(*Robert D. Beyer) Director
Robert D. Beyer
(*Ronald W. Burkle) Director
Ronald W. Burkle
(*John L. Clendenin) Director
John L. Clendenin
(*David B. Dillon) President, Chief Operating
David B. Dillon Officer, and Director
(*Carlton J. Jenkins) Director
Carlton J. Jenkins
(*Bruce Karatz) Director
Bruce Karatz
(*John T. LaMacchia) Director
John T. LaMacchia
________________________ Director
Edward M. Liddy
(*Clyde R. Moore) Director
Clyde R. Moore
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(*T. Ballard Morton, Jr.) Director
T. Ballard Morton, Jr.
(*Thomas H. O'Leary) Director
Thomas H. O'Leary
(*Katherine D. Ortega) Director
Katherine D. Ortega
(*Joseph A. Pichler) Chairman of the Board of
Joseph A. Pichler Directors, Chief Executive
Officer, and Director
(*Steven R. Rogel) Director
Steven R. Rogel
________________________ Director
Martha Romayne Seger
(*Bobby S. Shackouls) Director
Bobby S. Shackouls
(*James D. Woods) Director
James D. Woods
*By: (Bruce M. Gack)
Bruce M. Gack
Attorney-in-fact