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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: May 28, 1999
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 2. Acquisition or Disposition of Assets.
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On May 27, 1999, The Kroger Co. completed its
acquisition of all of the outstanding common stock of
Fred Meyer, Inc. pursuant to an Agreement and Plan of
Merger dated as of October 18, 1998. In the merger,
which is to be accounted for as a pooling of
interests, holders of shares of Fred Meyer, Inc.
common stock were issued one common share of The
Kroger Co. for each of their shares. The Agreement
and Plan of Merger can be found as an exhibit to
Kroger's Current Report on Form 8-K dated October 20,
1998.
Item 5. Other Events.
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Filed herewith as Exhibit 99.1 are the audited
supplemental consolidated financial statements for
The Kroger Co. and Fred Meyer, Inc. for the fiscal
years ended January 2, 1999, December 28, 1997, and
December 28, 1996, along with Management's Discussion
and Analysis. Filed herewith as Exhibit 99.2 is
Kroger's press release dated May 27, 1999, announcing
approval of the merger.
Item 7. Financial Statements, Pro Forma Financial Information
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and Exhibits
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(a) Financial statements of Fred Meyer, Inc., are
incorporated by reference to Item 8 of Fred Meyer,
Inc.'s Annual Report on Form 10-K for the fiscal year
ended January 30, 1999.
INDEPENDENT AUDITORS' REPORT
To the Shareholders and Board of Directors of Fred
Meyer, Inc.:
We have audited the accompanying consolidated balance
sheets of Fred Meyer, Inc. and subsidiaries as of
January 30, 1999 and January 31, 1998, and the
related consolidated statements of income, changes in
stockholders' equity, and cash flows for each of the
three fiscal years in the period ended January 30,
1999 (not presented separately herein). These
financial statements are the responsibility of the
Company's management. Our responsibility is to
express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require
that we plan and perform the audit to obtain
reasonable assurance about whether the financial
statements are free of material misstatement. An
audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the
financial statements. An audit also includes
assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement
presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial
statements referred to above (not presented
separately herein) present fairly, in all material
respects, the consolidated financial position of Fred
Meyer, Inc. and subsidiaries as of January 30, 1999
and January 31, 1998, and the results of their
operations and their cash flows for each of the three
fiscal years in the period ended January 30, 1999, in
conformity with generally accepted accounting
principles.
(Deloitte & Touche LLP)
Portland, Oregon
March 10, 1999
(b) Unaudited Pro Forma Combined Financial Data for
fiscal years 1996 and 1997 incorporated by reference
to pages 67, 69, 72, and 73 of Amendment No. 3 to the
Registration Statement on Form S-4 filed on March 5,
1999, Registration No. 333-66961. Unaudited Pro Forma
Combined Financial Data for fiscal year 1998 is
attached as Exhibit 99.3 hereto.
(c) Exhibits:
2.1 Agreement and Plan of Merger, dated as
of October 18, 1998, by and among The
Kroger Co., Jobsite Holdings, Inc., and
Fred Meyer, Inc. incorporated by
reference to Exhibit 99.1 to Kroger's
Current Report on Form 8-K dated October
20, 1998.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Deloitte and Touche LLP.
99.1 Audited supplemental consolidated
financials and Management's Discussion
and Analysis.
99.2 Press release.
99.3 Unaudited Pro Forma Combined Financial
Data for fiscal year 1998.
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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 28, 1999 By: (Paul Heldman)
Paul Heldman
Senior Vice President, Secretary
and General Counsel
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EXHIBIT INDEX
Exhibit No. Exhibit
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2.1 Agreement and Plan of Merger, dated as of
October 18, 1998, by and among The Kroger
Co., Jobsite Holdings, Inc., and Fred Meyer,
Inc. incorporated by reference to Exhibit
99.1 to Kroger's Current Report on Form 8-K
dated October 20, 1998.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Deloitte and Touche LLP.
99.1 Audited supplemental consolidated financials
and Management's Discussion and Analysis.
99.2 Press release.
99.3 Unaudited Pro Forma Combined Financial Data
for fiscal year 1998.