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Kroger Annual Report (Amendment), Year Ended Jan 2, 1999

Filing Date
Filed April 27, 1999
Period End
January 2, 1999
Security
KR
In the record · 2016–202610-K1210-Q328-K137

KR filed 12 annual reports (10-K), 32 quarterly reports (10-Q) and 137 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Oct ’17Oct ’17
  2. Leadership change8-K · Dec ’19Dec ’19
  3. FY2022 annual report10-K · Mar ’22Mar ’22
  4. Impairment8-K · Dec ’25Dec ’25

01—Abstract

Summary

Summary of the 10-K/A filed April 27, 1999. Cited figures are marked; the original filing is the authoritative source.

This Form 10-K/A for The Kroger Co. covers the fiscal year ended January 2, 1999.

It reports 257,856,756 common shares outstanding as of March 23, 1999, and an aggregate market value of $15,712,730,035a held by nonaffiliates as of February 5, 1999. Item 14 lists the pending merger with Fred Meyer, Inc. under an Agreement and Plan of Merger dated October 18, 1998, among Kroger, Jobsite Holdings, Inc. and Fred Meyer, along with related stock option agreements. It also lists Form 8-K filings in October through December 1998, including the underwriting of 6.80% Senior Notes due 2018 in December 1998.

Most of the filing consists of exhibits rather than core financial statements. Exhibit 99.1 contains the Kroger Co. Savings Plan financial statements for 1998 and 1997. Net assets available for plan benefits rose to $2,031,551 thousandb at December 31, 1998, from $1,357,802 thousand a year earlier, and the plan's holding of Kroger common shares (27,043,649 shares) was carried at $1,636,141 thousand.

The plan's 1998 supplemental employer contribution was 4%, compared with no supplemental contribution in 1997. Exhibit 99.2 contains the Dillon Companies, Inc. Employees' Stock Ownership and Savings Plan statements, with net assets of $805,669,342c at December 31, 1998, up from $547,789,759, of which Kroger common stock accounted for $654,913,963.

For investors, the most substantive content is the merger disclosure, the debt issuance, and the Kroger stock held in employee plans. The filing itself does not provide consolidated income statement or balance sheet figures for Kroger in the text reviewed.

02—Key points

Key Highlights

  1. Pending merger with Fred Meyer, Inc. under an Agreement and Plan of Merger dated October 18, 1998, with Jobsite Holdings, Inc., supported by related stock option agreements filed as exhibits.
  2. Aggregate market value of common equity held by nonaffiliates was $15,712,730,035 as of February 5, 1999.
  3. 257,856,756 common shares were outstanding as of March 23, 1999, listed on the New York Stock Exchange.
  4. December 1998 underwriting of 6.80% Senior Notes due 2018, with Goldman, Sachs & Co., Chase Securities Inc. and Salomon Smith Barney Inc. as underwriters.
  5. Kroger Co. Savings Plan net assets available for plan benefits were $2,031,551 thousand at December 31, 1998, up from $1,357,802 thousand at December 31, 1997.
  6. The Savings Plan's Employer Stock Fund held Kroger common shares carried at $1,636,141 thousand, and the 1998 supplemental employer contribution was 4%.
  7. Dillon Companies, Inc. Employees' Stock Ownership and Savings Plan net assets were $805,669,342 at December 31, 1998, with $654,913,963 invested in Kroger common stock.

03—Questions

Frequently Asked Questions

  1. What is the most significant pending transaction disclosed in this filing?

    The filing lists an Agreement and Plan of Merger dated October 18, 1998, among The Kroger Co., Jobsite Holdings, Inc. and Fred Meyer, Inc., along with two stock option agreements between Kroger and Fred Meyer. The merger terms are incorporated by reference to appendices of Kroger's Form S-4 registration statement.

  2. Did Kroger issue new debt during the period?

    Yes. A Form 8-K filed December 11, 1998 disclosed an underwriting agreement dated December 8, 1998 and a pricing agreement relating to 6.80% Senior Notes due 2018, issued under a Third Supplemental Indenture with Star Bank, National Association, as trustee.

  3. How large is Kroger's market value held by public investors?

    The aggregate market value of voting and non-voting common equity held by nonaffiliates was $15,712,730,035 as of February 5, 1999, according to the cover page.

  4. How have employee retirement plans been affected by Kroger's stock?

    The Kroger Co. Savings Plan held Kroger common shares carried at $1,636,141 thousand at December 31, 1998, and total plan net assets rose to $2,031,551 thousand. The Dillon ESOP plan held $654,913,963 of Kroger common stock within net assets of $805,669,342 at the same date.

04—Continue

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