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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 2, 1999
THE KROGER CO.
An Ohio Corporation I.R.S. Employer Identification
No. 31-0345740
Address Telephone Number
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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
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Common $1 par value New York Stock Exchange
257,856,756 shares outstanding on
March 23, 1999
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 .
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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 10K or any amendment to this
Form 10K [ ].
The aggregate market value of the voting and non-voting common equity of The
Kroger Co. held by nonafflilates as of February 5, 1999: $15,712,730,035
Documents Incorporated by Reference:
Proxy Statement to be filed pursuant to Regulation 14A of the Exchange
Act on or before May 3, 1999 incorporated by reference into Parts II
and III of Form 10-K.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements:
Report of Independent Public Accountants
Consolidated Balance Sheet as of January 2, 1999 and December 27, 1997
Consolidated Statement of Operations and Accumulated Deficit for the
years ended January 2, 1999, December 27, 1997 and December 28, 1996
Consolidated Statement of Cash Flows for the years ended January 2,
1999, December 27, 1997 and December 28, 1996
Notes to Consolidated Financial Statements
Financial Statement Schedules:
There are no Financial Statement Schedules included with this filing
for the reason that they are not applicable or are not required or the
information is included in the financial statements or notes thereto
(b) Reports on Form 8-K.
On October 20, 1998, The Kroger Co. filed a current report on Form 8-K
with the SEC disclosing its unaudited earnings for the third quarter
1998, and its Agreement and Plan of Merger dated as of October 18,
1998, between The Kroger Co., Jobsite Holdings, Inc., and Fred Meyer,
Inc.
On October 23, 1998, The Kroger Co. filed a current report on Form 8-K
dated October 22, 1998, disclosing materials that were distributed at
meetings with analysts conducted in October 1998, relating to The
Kroger Co.'s proposed merger with Fred Meyer, Inc.
On December 8, 1998, The Kroger Co. filed a current report on Form 8-K
with the SEC disclosing Fred Meyer, Inc.'s financial information and
proformas
On December 11, 1998, The Kroger Co. filed a current report on Form 8-K
with the SEC disclosing its Underwriting Agreement dated December 8,
1998, among The Kroger Co. and the Underwriters named therein; its
Pricing Agreement dated December 8, 1998, among The Kroger Co.,
Goldman, Sachs & Co., Chase Securities Inc., and Salomon Smith Barney
Inc., relating to The Kroger Co.'s 6.80% Senior Notes due 2018; and its
Third Supplemental Indenture, dated as of December 11, 1998, between
The Kroger Co. and Star Bank, National Association, as Trustee,
relating to The Kroger Co.'s 6.80% Senior Notes due 2018
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of October 18, 1998,
among The Kroger Co., Jobsite Holdings, Inc. and Fred Meyer,
Inc. Incorporated by reference to Appendix A to The Kroger
Co.'s Registration Statement on Form S-4 (Registration No.
333-66961)
2.2 Stock Option Agreement, dated as of October 18, 1998, between
Fred Meyer, Inc. and The Kroger Co. Incorporated by reference
to Appendix B to The Kroger Co.'s Registration Statement on
Form S-4 (Registration No. 333-66961)
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2.3 Stock Option Agreement, dated as of October 18, 1998, between
The Kroger Co. and Fred Meyer, Inc. Incorporated by reference
to Appendix C to The Kroger Co.'s Registration Statement on
Form S-4 (Registration No. 333-66961)
3.1 Amended Articles of Incorporation of The Kroger Co. are
incorporated by reference to Exhibit 3.1 of The Kroger Co.'s
Quarterly Report on Form 10-Q for the quarter ended October 3,
1998. The Kroger Co.'s Regulations are incorporated by
reference to Exhibit 4.2 of The Kroger Co.'s Registration
Statement on Form S-3 (Registration No. 33-57552) filed with
the SEC on January 28, 1993
4.1 Instruments defining the rights of holders of long-term debt
of the Company and its subsidiaries are not filed as Exhibits
because the amount of debt under each instrument is less than
10% of the consolidated assets of the Company. The Company
undertakes to file these instruments with the Commission upon
request
10.1 Material Contracts - Third Amended and Restated Employment
Agreement dated as of July 22, 1993, between the Company and
Joseph A. Pichler is hereby incorporated by reference to
Exhibit 10.1 to the Company's Form 10-Q for the quarter ended
October 9, 1993
*12.1 Statement of Computation of Ratio of Earnings to Fixed Charges
*21.1 Subsidiaries of the Registrant
23.1 Consent of Independent Public Accountants
23.2 Consent of Independent Public Accountant
*24.1 Powers of Attorney
*27.1 Financial Data Schedule
99.1 Financial Statements for The Kroger Co. Savings Plan for the
Year Ended 1998
99.2 Financial Statements for the Dillon Companies, Inc. Employee
Stock Ownership Plan and Trust for the Year Ended 1998
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* Previously filed.
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SIGNATURES
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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: April 27, 1999 By (*Joseph A. Pichler)
Joseph A. Pichler, Chairman
of the Board of Directors and
Chief Executive Officer
Dated: April 27, 1999 By (*W. Rodney McMullen)
W. Rodney McMullen
Senior Vice President and
Chief Financial Officer
Dated: April 27, 1999 By (*J. Michael Schlotman)
J. Michael Schlotman
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 27th day of April, 1999.
(*Reuben V. Anderson) Director
Reuben V. Anderson
(*John L. Clendenin) Director
John L. Clendenin
(*David B. Dillon) President, Chief Operating
David B. Dillon Officer, and Director
(*John T. LaMacchia) Director
John T. LaMacchia
(*Edward M. Liddy) Director
Edward M. Liddy
(*Clyde R. Moore) Director
Clyde R. Moore
(*T. Ballard Morton, Jr). Director
T. Ballard Morton, Jr.
_______________________ Director
Thomas H. O'Leary
(Katherine D. Ortega) Director
Katherine D. Ortega
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(*Joseph A. Pichler) Chairman of the Board of
Joseph A. Pichler Directors, Chief Executive
Officer, and Director
(*Martha Romayne Seger) Director
Martha Romayne Seger
________________________ Director
Bobby S. Shackouls
(*James D. Woods) Director
James D. Woods
*By: (Bruce M. Gack)
Bruce M. Gack
Attorney-in-fact