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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: August 20, 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 5. Other Events
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On June 25, 1999, the Company issued $900,000,000 of
its Senior Notes, in three separate traunches. In
connection therewith, the Company executed
supplemental indentures dated as of June 25, 1999, to
add subsidiary guarantors under the indentures for
certain of its then outstanding public debt. In
addition, certain subsidiary issuers of debt executed
supplemental indentures dated as of July 30, 1999, to
add the Company and subsidiary guarantors under the
indentures for certain of its subsidiaries' then
outstanding public debt. The indenture and various
supplemental indentures are attached hereto as
Exhibits 4.1 through 4.4 and 4.6 through 4.15.
As a result of the guarantees issued by most, but not
all, of the Company's subsidiaries, the Company is
obligated to include in its financial statements
certain footnote disclosure related to the subsidiary
guarantors, and the subsidiary non-guarantors.
Attached hereto as Exhibit 99.1 are financial
statements of the Company for the fiscal year ended
1998, including the required footnote disclosure.
Item 7. Financial Statements, Pro Forma Financial Information
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and Exhibits
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(c) Exhibits:
4.1 Indenture dated as of June 25, 1999,
between the Company and Firstar
Bank, National Association, as
Trustee.
4.2 First Supplemental Indenture dated
as of June 25, 1999, to Indenture
dated as of June 25, 1999, by and
among the Company, the Guarantors
listed therein, and Firstar Bank,
National Association, as Trustee,
relating to the 7.25% Senior Notes
due 2009.
4.3 Second Supplemental Indenture dated
as of June 25, 1999, to Indenture
dated as of June 25, 1999, by and
among the Company, the Guarantors
listed therein, and Firstar Bank,
National Association, as Trustee,
relating to the 7.70% Senior Notes
due 2029.
4.4 Third Supplemental Indenture dated
as of June 25, 1999, to Indenture
dated as of June 25, 1999, by and
among the Company, the Guarantors
listed therein, and Firstar Bank,
National Association, as Trustee,
relating to the 6.34% Senior Notes
due 2001.
4.6 Second Supplemental Indenture dated
as of June 25, 1999, to Indenture
dated as of October 15, 1993, by and
among the Company, the Guarantors
listed therein,
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and Firstar Bank, National
Association, as Trustee, adding
guarantors to the Company's existing
debt.
4.7 Fourth Supplemental Indenture dated
as of June 25, 1999, to Indenture
dated as of May 1, 1998, by and
among the Company, the Guarantors
listed therein, and Firstar Bank,
National Association, as Trustee,
adding guarantors to the Company's
existing debt.
4.8 Fourth Supplemental Indenture dated
as of June 25, 1999, to Indenture
dated as of July 15, 1996, by and
among the Company, the Guarantors
listed therein, and Firstar Bank,
National Association, as Trustee,
adding guarantors to the Company's
existing debt.
4.9 Seventh Supplemental Indenture dated
as of June 25, 1999, to Indenture
dated as of April 1, 1992, by and
among the Company, the Guarantors
listed therein, and Harris Trust and
Savings Bank, as Trustee, adding
guarantors to the Company's existing
debt.
4.10 Second Supplemental Indenture dated
as of July 30, 1999, to Indenture
dated as of March 11, 1998, between
Fred Meyer, Inc., the Guarantors
listed therein and The First
National Bank of Chicago, adding
guarantors to the existing debt of
Fred Meyer, Inc. and its
subsidiaries.
4.11 Third Supplemental Indenture dated
as of July 30, 1999, to Indenture
dated as of June 1, 1995, between
Ralphs Grocery Company ( Food 4 Less
Supermarkets, Inc.), the Guarantors
listed therein and Norwest Bank
Minnesota, N.A., adding guarantors
to the existing debt of Fred Meyer,
Inc. and its subsidiaries.
4.12 Fourth Supplemental Indenture dated
as of July 30, 1999, to Indenture
dated as of March 30, 1993, between
Ralphs Grocery Company, the
Guarantors listed therein and United
States Trust Company, adding
guarantors to the existing debt of
Fred Meyer, Inc. and its
subsidiaries.
4.13 Third Supplemental Indenture dated
as of July 30, 1999, to Indenture
dated as of June 1, 1995, between
Ralphs Grocery Company (Food 4 Less
Supermarkets, Inc.), the Guarantors
listed therein and United States
Trust Company, adding guarantors to
the existing debt of Fred Meyer,
Inc. and its subsidiaries.
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4.14 Second Supplemental Indenture dated
as of July 30, 1999, to Indenture
dated as of March 19, 1997, between
Quality Food Centers, Inc., the
Guarantors listed therein and First
Trust, N.A., adding guarantors to
the existing debt of Fred Meyer,
Inc. and its subsidiaries.
4.15 Second Supplemental Indenture dated
as of July 30, 1999, to Indenture
dated as of May 23, 1996, between
Smith's Food & Drug Centers, Inc.,
the Guarantors listed therein and
State Street Bank and Trust Company,
adding guarantors to the existing
debt of Fred Meyer, Inc. and its
subsidiaries.
23.1 Consent of PricewaterhouseCoopers
LLP.
99.1 Financial statements 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.
August 20, 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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4.1 Indenture dated as of June 25, 1999, between the Company and Firstar
Bank, National Association, as Trustee.
4.2 First Supplemental Indenture dated as of June 25, 1999, to Indenture
dated as of June 25, 1999, by and among the Company, the Guarantors
listed therein, and Firstar Bank, National Association, as Trustee,
relating to the 7.25% Senior Notes due 2009.
4.3 Second Supplemental Indenture dated as of June 25, 1999, to Indenture
dated as of June 25, 1999, by and among the Company, the Guarantors
listed therein, and Firstar Bank, National Association, as Trustee,
relating to the 7.70% Senior Notes due 2029.
4.4 Third Supplemental Indenture dated as of June 25, 1999, to Indenture
dated as of June 25, 1999, by and among the Company, the Guarantors
listed therein, and Firstar Bank, National Association, as Trustee,
relating to the 6.34% Senior Notes due 2001.
4.6 Second Supplemental Indenture dated as of June 25, 1999, to Indenture
dated as of October 15, 1993, by and among the Company, the Guarantors
listed therein, and Firstar Bank, National Association, as Trustee,
adding guarantors to the Company's existing debt.
4.7 Fourth Supplemental Indenture dated as of June 25, 1999, to Indenture
dated as of May 1, 1998, by and among the Company, the Guarantors
listed therein, and Firstar Bank, National Association, as Trustee,
adding guarantors to the Company's existing debt.
4.8 Fourth Supplemental Indenture dated as of June 25, 1999, to Indenture
dated as of July 15, 1996, by and among the Company, the Guarantors
listed therein, and Firstar Bank, National Association, as Trustee,
adding guarantors to the Company's existing debt.
4.9 Seventh Supplemental Indenture dated as of June 25, 1999, to Indenture
dated as of April 1, 1992, by and among the Company, the Guarantors
listed therein, and Harris Trust and Savings Bank, as Trustee, adding
guarantors to the Company's existing debt.
4.10 Second Supplemental Indenture dated as of July 30, 1999, to Indenture
dated as of March 11, 1998, between Fred Meyer, Inc., the Guarantors
listed therein and The First National Bank of Chicago, adding
guarantors to the existing debt of Fred Meyer, Inc. and its
subsidiaries.
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4.11 Third Supplemental Indenture dated as of July 30, 1999, to Indenture
dated as of June 1, 1995, between Ralphs Grocery Company ( Food 4 Less
Supermarkets, Inc.), the Guarantors listed therein and Norwest Bank
Minnesota, N.A., adding guarantors to the existing debt of Fred Meyer,
Inc. and its subsidiaries.
4.12 Fourth Supplemental Indenture dated as of July 30, 1999, to Indenture
dated as of March 30, 1993, between Ralphs Grocery Company, the
Guarantors listed therein and United States Trust Company, adding
guarantors to the existing debt of Fred Meyer, Inc. and its
subsidiaries.
4.13 Third Supplemental Indenture dated as of July 30, 1999, to Indenture
dated as of June 1, 1995, between Ralphs Grocery Company (Food 4 Less
Supermarkets, Inc.), the Guarantors listed therein and United States
Trust Company, adding guarantors to the existing debt of Fred Meyer,
Inc. and its subsidiaries.
4.14 Second Supplemental Indenture dated as of July 30, 1999, to Indenture
dated as of March 19, 1997, between Quality Food Centers, Inc., the
Guarantors listed therein and First Trust, N.A., adding guarantors to
the existing debt of Fred Meyer, Inc. and its subsidiaries.
4.15 Second Supplemental Indenture dated as of July 30, 1999, to Indenture
dated as of May 23, 1996, between Smith's Food & Drug Centers, Inc.,
the Guarantors listed therein and State Street Bank and Trust Company,
adding guarantors to the existing debt of Fred Meyer, Inc. and its
subsidiaries.
23.1 Consent of PricewaterhouseCoopers LLP.
99.1 Financial statements for fiscal year 1998.