<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: June 25, 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
<PAGE> 2
Item 5. Other Events
- ------- ------------
Filed herewith as Exhibit 99.1 is a release related to a private
issuance of $900 million of Senior Notes.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
- ------- ------------------------------------------------------------------
(c) Exhibits:
99.1 News release on debt issuance.
<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.
June 25, 1999 By: (Lawrence M. Turner)
Lawrence M. Turner
Vice President and
Treasurer
<PAGE> 4
EXHIBIT INDEX
Exhibit No. Exhibit
- ----------- -------
99.1 News release on debt issuance.
<PAGE> 1
EXHIBIT 99.1
- --------------------------------------------------------------------------------
Media Contact: Gary Rhodes, The Kroger Co. (513) 762-1304
Investor Contact: Kathy Kelly, The Kroger Co. (513) 762-4969
KROGER COMPLETES SALE OF $900 MILLION IN SENIOR NOTES
CINCINNATI, OH, June 25, 1999 -- The Kroger Co. (NYSE: KR) today
announced that it has completed the sale of $900 million of Senior Notes. The
offering included $250 million in Senior Notes due in 2001 with an interest rate
of 6.34%; $350 million due in 2009 with an interest rate of 7.25%; and $300
million due in 2029 with an interest rate of 7.7%. The Notes are guaranteed by
most of the Company's subsidiaries. The Company said it will use proceeds from
the offering to repurchase or redeem other debt of the Company.
The Notes were not registered under the Securities Act, and may not be
offered or sold in the United States absent registration under the Securities
Act or an applicable exemption from registration. However, holders were given
certain registration rights. The Company also said that it will take steps to
have most of its subsidiaries also guarantee certain other outstanding debt
securities.
Headquartered in Cincinnati, Ohio, Kroger is the nation's largest
retail grocery chain. Following the recent merger with Fred Meyer, Inc. Kroger
now operates 2,206 grocery stores, 798 convenience stores, 380 fine jewelry
stores and 43 food processing facilities.