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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE KROGER CO.
(Exact name of registrant as specified in its charter)
OHIO 31-0345740
(State of incorporation (IRS Employer
or organization) Identification No.)
1014 Vine Street, Cincinnati, Ohio 45202
(address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title Of Each Class Name Of Each Exchange On Which
To Be So Registered Each Class Is To Be Registered
Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12 (g) of the Act:
None
(Title of Class)
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<PAGE>
This Form 8-A/A amends and supplements the Form 8-A (the "Form 8-A")
filed by The Kroger Co. (the "Company") on March 6, 1986 as amended on
January 17, 1996, by a Form 8-A/A, with respect to Common Stock Purchase
Rights, and as amended on April 4, 1997, by a Form 8-A/A with respect to
Preferred Stock Purchase Rights (the "April 4, 1997 Form 8-A/A").
ITEM 1. Description of Securities to be Registered.
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Item 1 of the April 4, 1997 Form 8-A/A is hereby amended by adding the
following paragraph at the end of Item 1 of the April 4, 1997 Form 8-A/A:
On October 18, 1998, the Company executed a stock option agreement
with Fred Meyer, Inc., a Delaware corporation ("Fred Meyer"), pursuant to
which the Company issued an option to purchase shares of common stock, par
value $1.00 per share, of the Company (the "Common Stock") to Fred Meyer.
On October 18, 1998, the Company and The Bank of New York executed an
Amendment (the "Amendment") to the Amended and Restated Rights Agreement,
dated as of April 4, 1997 (the "Rights Agreement"). The Amendment provides
that Fred Meyer shall not be deemed to be an Acquiring Person (as defined
in the Amendment) to the extent that Fred Meyer becomes the Beneficial
Owner (as defined in the Amendment) of shares of Common Stock solely by
reason of (i) the execution of the Stock Option Agreement or (ii) the
consummation of the transactions contemplated by the Stock Option Agreement
in accordance with the terms thereof. The Amendment also provides that no
Distribution Date (as defined in the Amendment), Stock Acquisition Date (as
defined in the Amendment) or any other event which would result in the
Rights becoming exercisable shall occur or be deemed to occur, in either
case solely by reason of the execution of the Stock Option Agreement or the
announcement or consummation of the transactions contemplated thereby.
The foregoing description of the Amendment is qualified in its
entirety by reference to the full text of the Amendment, which is attached
hereto as Exhibit 2 and is incorporated herein by reference, and to the
Amended and Restated Rights Agreement attached as Exhibit 1 to the Form
8-A/A filed by The Kroger Co. on April 4, 1997 and incorporated herein by
reference.
ITEM 2. Exhibits.
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1. Form of Amended and Restated Rights Agreement, dated as of
April 4, 1997, between The Kroger Co. and The Bank of New
York, as Rights Agent. Incorporated by reference to
Exhibit 1 of The Kroger Co.'s Form 8-A/A for registration
of certain classes of securities, dated April 4, 1997,
File No. 1-303.
2. Amendment No. 1 to the Amended and Restated Rights
Agreement dated as of October 18, 1998.
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SIGNATURE
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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned hereunto duly authorized.
The Kroger Co.
(Registrant)
By: /s/ Paul W. Heldman
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Name: Paul W. Heldman
Title: Senior Vice President, Secretary and
General Counsel
October 27, 1998
<PAGE>
EXHIBIT INDEX
Exhibit Description
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1. Form of Amended and Restated Rights Agreement, dated as of
April 4, 1997, between The Kroger Co. and The Bank of New
York, as Rights Agent. Incorporated by reference to
Exhibit 1 of The Kroger Co.'s Form 8-A/A for registration
of certain classes of securities, dated April 4, 1997,
File No. 1-303.
2. Amendment No. 1 to the Amended and Restated Rights
Agreement dated as of October 18, 1998.
Exhibit 2
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AMENDMENT NO. 1 TO AMENDED
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AND RESTATED RIGHTS AGREEMENT
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AMENDENT NO. 1, dated as of October 18, 1998 (the "Amendment"), to the
Amended and Restated Rights Agreement, dated as of April 4, 1997 (the
"Rights Agreement"), by and between The Kroger Co., an Ohio corporation
(the "Company"), and The Bank of New York, as Rights Agent (the "Rights
Agent").
WHEREAS, the parties hereto desire to amend the Rights Agreement
as set forth below.
NOW, THEREFORE, the parties hereto agree as follows:
1. The definition of "Acquiring Person" set forth in Section 1(a)
of the Rights Agreement is hereby amended by adding at the end of such
definition the following:
"; provided, however, that Fred Meyer, Inc., a Delaware
corporation ("Fred Meyer"), shall not be deemed to be an
Acquiring Person to the extent that Fred Meyer becomes the
Beneficial Owner of shares of Common Stock solely by reason of
(i) the execution of the Stock Option Agreement, dated as of
October 18, 1998, by and between the Company and Fred Meyer (the
"Stock Option Agreement"), or (ii) the consummation of the
transactions contemplated by the Stock Option Agreement in
accordance with the terms thereof."
2. The definition of "Stock Acquisition Date" set forth in
Section 1(j) of the Rights Agreement is hereby amended by adding at the end
of such definition the following:
"; provided, however, that the Stock Acquisition Date shall not
be deemed to have occurred as a result of the public announcement
of the execution of the Stock Option Agreement or as a result of
the consummation of any transaction contemplated thereby."
3. The Rights Agreement is hereby amended by adding thereto the
following new Section 3(d):
"(d) Notwithstanding any provision of this Agreement to the
contrary, Fred Meyer shall not be, and shall not be deemed to be,
an Acquiring Person, and no Distribution Date, Stock Acquisition
Date or any other event which would result in the Rights becoming
exercisable shall occur or be deemed to occur, in either case
solely by reason of the execution of the Stock Option Agreement
or the announcement or consummation of the transactions
contemplated thereby."
4. Each party hereto represents and warrants that (i) the
execution, delivery and performance of this Amendment by such party have
been duly authorized by all necessary corporate action and (ii) this
Amendment constitutes a valid and binding agreement of such party.
5. This Amendment may be executed in any number of counterparts
and each of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and
the same instrument.
6. This Amendment shall be deemed to be a contract made under the
laws of the State of Ohio and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts
made and to be performed entirely within such State.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and attested, all as of the date and year first above
written.
THE KROGER CO.
By: /s/ Paul W. Heldman
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Name: Paul W. Heldman
Title: Senior Vice President, Secretary
and General Counsel
THE BANK OF NEW YORK
By: /s/ John I. Sivertsen
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Name: John I. Sivertsen
Title: Vice President
