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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: December 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
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Item 5. Other Events
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
December 9, 1998, The Kroger Co. is issuing $300,000,000 of Debt
Securities designated 6.80% 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 6.80% Senior Notes due 2018, the
Registrant has executed an Underwriting Agreement dated December 8,
1998, which is incorporated herein by reference as Exhibit 1.4 hereof.
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 6.80% Senior Notes due 2018, the
Registrant has executed a Pricing Agreement dated December 8, 1998,
among Registrant, Goldman, Sachs & Co., Chase Securities Inc, and
Salomon Smith Barney Inc., the form of which is incorporated herein by
reference as Exhibit 1.5 hereof.
The form of indenture for the 6.80% Senior Notes due 2018 was filed as
Exhibit 4.3 of the Registration Statement. The Third Supplemental
Indenture dated as of December 11, 1998, between the Registrant and
Star Bank, National Association, as Trustee, supplements the Indenture
dated as of May 1, 1998, between the Registrant and Star Bank, National
Association, as Trustee, which originally was qualified as filed with
the Registration Statement. The Third Supplemental Indenture is
attached hereto as Exhibit 4.3(c).
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits:
1.4 Underwriting Agreement dated December 8, 1998.
1.5 Pricing Agreement dated December 8, 1998, among
Registrant, Goldman, Sachs & Co., Chase Securities Inc, and
Salomon Smith Barney Inc., relating to the Registrant's 6.80%
Senior Notes due 2018.
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4.3(c) Third Supplemental Indenture dated as of December 11,
1998, between the Registrant and Star Bank, National
Association, as Trustee, relating to the Registrant's 6.80%
Senior Notes due 2018.
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EXHIBIT INDEX
Exhibit No. Exhibit
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1.4 Underwriting Agreement dated December 8, 1998.
1.5 Pricing Agreement dated December 8, 1998, among Registrant,
Goldman, Sachs & Co., Chase Securities Inc, and Salomon Smith
Barney Inc., relating to the Registrant's 6.80% Senior Notes
due 2018.
4.3(c) Third Supplemental Indenture dated as of December 11, 1998,
between the Registrant and Star Bank, National Association, as
Trustee, relating to the Registrant's 6.80% Senior Notes due
2018.
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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.
December 11, 1998 By: (Paul Heldman)
Paul Heldman
Senior Vice President, Secretary
and General Counsel