<PAGE> 1
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: December 8, 1998
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
<PAGE> 2
Item 5. Other Events
- ------- ------------
On April 16, 1998, The Kroger Co. filed Registration Statement
No. 333-50269 on Form S-3 with the Securities and Exchange
Commission pursuant to Rule 415 (hereinafter referred to as
the "Registration Statement"). The Registration Statement
provides for the issuance of Securities in an aggregate amount
of $800,000,000, and was declared effective on April 29, 1998.
On October 18, 1998, The Kroger Co., a wholly-owned subsidiary
thereof, and Fred Meyer, Inc., executed an Agreement and Plan
of Merger. The combination is to be accounted for as a pooling
of interests. Pursuant to Rule 3-05 of Regulation S-X, the
Company is filing herewith the required financial statements
of Fred Meyer, Inc., along with pro forma financial
statements.
Item 7. Financial Statements, Pro Forma Financial Information and
- ------- ---------------------------------------------------------
Exhibits
--------
(c) Exhibits:
23.3 Consent of Deloitte & Touche LLP.
99.1 Financial Statements of Fred Meyer, Inc.
Incorporated by reference to (i) Exhibit 99.5 of Fred
Meyer, Inc.'s Current Report on Form 8-K/A dated
March 9, 1998 and filed November 5, 1998 and (ii)
Item 1 of Fred Meyer, Inc.'s Quarterly Report on Form
10-Q for the quarter ended August 15, 1998.
99.2 Unaudited Pro Forma Combined Financial Data of
The Kroger Co. and Fred Meyer, Inc., incorporated by
reference to pages 67 through 77 of the Company's
Registration Statement on Form S-4 (File No.
333-66961) filed with the Commission on November 6,
1998.
<PAGE> 3
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.
December 8, 1998 By: /s/ Paul Heldman
Paul Heldman
Senior Vice President,
Secretary, and General
Counsel
<PAGE> 4
EXHIBIT INDEX
Exhibit No. Exhibit
- ----------- -------
23.3 Consent of Deloitte & Touche LLP.
99.1 Financial Statements of Fred Meyer, Inc. Incorporated by
reference to (i) Exhibit 99.5 of Fred Meyer, Inc.'s Current
Report on Form 8-K/A dated March 9, 1998 and filed November 5,
1998 and (ii) Item 1 of Fred Meyer, Inc.'s Quarterly Report on
Form 10-Q for the quarter ended August 15, 1998.
99.2 Unaudited Pro Forma Combined Financial Data of The Kroger Co.
and Fred Meyer, Inc., incorporated by reference to pages 67
through 77 of the Company's Registration Statement on Form S-4
(File No. 333-66961) filed with the Commission on November 6,
1998.
<PAGE> 1
EXHIBIT 23.5
------------
Deloitte & Touche LLP
Suite 3900
111 S.W. Fifth Avenue
Portland, Oregon 87204-3642
Telephone: (503) 222-1341
Facsimile: (503) 224-2172
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-50269 of The Kroger Co. on Form S-3 of our report dated March 11, 1998 on
the consolidated financial statements of Fred Meyer, Inc., included in the
Annual Report on Form 10-K for the year ended January 31, 1998 of Fred Meyer,
Inc., and of our report dated March 23, 1998 on the consolidated financial
statements of Fred Meyer, Inc., included in the Current Report on Form 8-K/A
dated March 9, 1998 of Fred Meyer, Inc. We also consent to the reference to our
firm under the caption "Experts" in the prospectus which is part of this
Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Portland, Oregon
December 8, 1998
