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Exhibit 99.2
THE KROGER CO.
NOTICE OF GUARANTEED DELIVERY FOR TENDER OF ANY AND ALL OF THE
OUTSTANDING
SERIES A 6.34% SENIOR NOTES DUE 2001,
SERIES A 7.25% SENIOR NOTES DUE 2009 AND/OR
SERIES A 7.70% SENIOR NOTES DUE 2029
OF THE KROGER CO. WHICH HAVE BEEN FULLY AND UNCONDITIONALLY
GUARANTEED BY CERTAIN SUBSIDIARIES OF THE KROGER CO. NOT
FORBIDDEN TO ISSUE SUCH GUARANTEE.
This Notice of Guaranteed Delivery, or one substantially equivalent to
this form, must be used to accept the Exchange Offer (as defined below) if (i)
certificates for the Company's (as defined below) Series A 6.34% Senior Notes
Due 2001, Series A 7.25% Senior Notes Due 2009 and/or Series A 7.70% Senior
Notes Due 2029 (the "Old Notes") are not immediately available, (ii) Old Notes,
the Letter of Transmittal and all other required documents cannot be delivered
to Firstar Bank, National Association ("Exchange Agent") on or prior to the
Expiration Date (as defined in the Prospectus referred to below) or (iii) the
procedures for delivery by book-entry transfer cannot be completed on a timely
basis. This Notice of Guaranteed Delivery may be delivered by hand, overnight
courier or mail, or transmitted by facsimile transmission, to the Exchange Agent
on or prior to the Expiration Date. See "The Exchange Offer - Procedures for
Tendering" in the Prospectus. In addition, in order to utilize the guaranteed
delivery procedure to tender Old Notes pursuant to the Exchange Offer, a
completed, signed and dated Letter of Transmittal relating to the Old Notes (or
facsimile thereof) must also be received by the Exchange Agent prior to 5:00
p.m., New York City time, on the Expiration Date.
Capitalized terms used but not defined herein have the meanings given
them in the Prospectus.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
FIRSTAR BANK NATIONAL ASSOCIATION
BY REGISTERED OR CERTIFIED MAIL OR BY HAND OR OVERNIGHT COURIER:
FIRSTAR BANK, N.A.
425 WALNUT STREET
6TH FLOOR
CINCINNATI, OHIO 45202
FACSIMILE TRANSMISSIONS:
(ELIGIBLE INSTITUTIONS ONLY)
(513) 632-5511
TO CONFIRM BY TELEPHONE OR FOR INFORMATION CALL:
(513) 632-4278
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN
AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA
FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID
DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE
SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
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Ladies and Gentlemen:
The undersigned hereby tenders to The Kroger Co., an Ohio
corporation (the "Company"), upon the terms and subject to the conditions set
forth in the Prospectus dated _________, 1999 (as the same may be amended or
supplemented from time to time, the "Prospectus"), and the related Letter of
Transmittal (which together constitute the "Exchange Offer"), receipt of which
is hereby acknowledged, the aggregate principal amount of Old Notes set forth
below pursuant to the guaranteed delivery procedures set forth in the Prospectus
under the caption "The Exchange Offer - Guaranteed Delivery Procedures."
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Name(s) of Registered Holder(s): All authority herein conferred or
___________________________________ agreed to be conferred in this Notice
___________________________________ of Guaranteed Delivery shall survive
the death, incapacity or dissolution of
the undersigned and any obligation of
Address:___________________________ the undersigned hereunder shall be
___________________________________ binding upon the heirs, executors,
administrators, personal representatives,
trustees in bankruptcy, legal
representatives, successors and assigns
of the undersigned.
Certificate No.(s)(if available):__
___________________________________ PLEASE SIGN HERE:
_________________________________________
Total Principal amount _________________________________________
Represented by Old Notes:$_________
(Signature(s) of Owner(s)
or Authorized Signatory)
If Old Notes will be tendered by
Book entry Transfer, provide the
following information: ________________________________,1999
________________________________,1999
DTC Account Number:_________________
Area Code and
Date:__________________________,1999 Telephone number:____________________
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Must be signed by the holder(s) of the Old Notes exactly as their name(s)
appear(s) on certificate(s) for the Old Notes or on a security position listing,
or by person(s) authorized to become registered holder(s) by endorsements and
documents transmitted with this Notice of Guaranteed Delivery. If signature is
by an attorney-in-fact, executor, administrator, trustee, guardian, officer of a
corporation or other person acting in a fiduciary or representative capacity,
please set forth the signer's full title and the other information below.
Names:__________________________________________________________________________
________________________________________________________________________________
Capacity:_______________________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
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THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED.
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GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm or other entity identified in Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended, as an "eligible guarantor
institution," including (as such terms are defined therein): (i) a bank; (ii) a
broker, dealer, municipal securities broker, municipal securities dealer,
government securities broker or government securities dealer; (iii) a credit
union; (iv) a national securities exchange, registered securities association or
clearing agency; or (v) a savings association that is a participant in a
Securities Transfer Association recognized program (each of the foregoing being
referred to as an "Eligible Institution"), hereby guarantees to deliver to the
Exchange Agent, at one of its addresses set forth above, either the Old Notes
tendered hereby in proper form for transfer, or confirmation of the book-entry
transfer of such Old Notes to the Exchange Agent's account at The Depository
Trust Company ("DTC"), pursuant to the procedures for book-entry transfer set
forth in the Prospectus, in either case together with one or more properly
completed and duly executed Letter(s) of Transmittal (or facsimile thereof) and
any other required documents within three NYSE trading days after the date of
execution of this Notice of Guaranteed Delivery.
The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal (or facsimile thereof) and the Old Notes tendered hereby to the
Exchange Agent within the time period set forth above and that failure to do so
could result in a financial loss to the undersigned.
___________________________________ _____________________________________
Name of Firm Authorized Signature
___________________________________ Name:________________________________
Address (Please Type or Print)
___________________________________ Title_________________________________
(Zip Code)
___________________________________ Date:_________________________________
Area code and telephone number
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NOTE: DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS NOTICE OF GUARANTEED
DELIVERY. ACTUAL SURRENDER OF OLD NOTES MUST BE MADE PURSUANT TO, AND BE
ACCOMPANIED BY A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND
ANY OTHER REQUIRED DOCUMENTS.