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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: September 14, 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
A. On September 14, 1999, the Company released its
earnings for the second quarter of 1999. Attached
hereto as Exhibit 99.1 is the text of that release.
B. On September 14, 1999, the Company conducted an
investor conference call. Attached hereto as Exhibit
99.2 is the text of the prepared remarks for that
call.
C. Due to the Company's recent merger with Fred
Meyer, Inc., and the change in its fiscal year,
comparisons of financial results for 1999 with those
of 1998 are not meaningful. Adjusting 1998 results to
take into account the merger and the change in fiscal
year, the Company estimates that its sales and
diluted earnings per share for the third and fourth
quarters of 1998 would have been approximately:
3rd Quarter 4th Quarter
1998 1998
---- ----
Sales $10.1 billion $11.4 billion
Diluted earnings per share
before extraordinary items $0.18 $0.34
Sales as shown above have not been adjusted to
account for divested stores. These estimates include
the effect of the Company's merger with Fred Meyer,
which was accounted for as a pooling-of-interests,
and the change in Kroger's fiscal year end that was
disclosed in its Current Report on Form 8-K dated
January 15, 1999.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(c) Exhibits:
99.1 Earnings release for second quarter
1999.
99.2 Text of prepared remarks for investor
conference call.
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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.
September 14, 1999 By: (Paul Heldman)
Paul Heldman
Senior Vice President, Secretary
and General Counsel
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EXHIBIT INDEX
Exhibit No. Exhibit
- ----------- -------
99.1 Earnings release for second quarter 1999.
99.2 Text of prepared remarks for investor conference call.