FRED MEYER ANNOUNCES KROGER MERGER MEETING

PORTLAND, Ore. -- Fred Meyer, Inc. here said last week it will hold a shareholders' meeting on April 12 to review and discuss the company's proposed merger with Kroger Co., Cincinnati. The meeting will be held at the headquarters of Fred Meyer's Ralphs Grocery Co. subsidiary, Compton, Calif.

roposal would still need the approval of the Federal Trade Commission and state regulators.

Meanwhile, Fred Meyer said it achieved record sales and operating earnings -- earnings before interest, taxes, depreciation and amortization or EBITDA -- for the year and fourth quarter ended Jan. 30.

The company said 1998 results are not comparable to the prior year results because of its acquisitions of Ralphs, Smith's Food & Drug Centers and Quality Food Centers. It also reported an extraordinary charge of $31.1 million related to its acquisitions that was recorded in the fourth quarter and an earlier, $232 million acquisition-related extraordinary charge that negatively impacted year-end earnings.

4th-QUARTER RESULTS

Qtr Ended 1/30/99 1/31/98

Sales $3.9 billion $2.4 billion

Change 62.5%

Comp-store 4.8%

Net Income ($85,629) $62.7 million

52 Weeks 1999 1998

Sales $14.9 billion $7.4 billion

Change 101.3%

Comp-store 3.2%

Net Income ($162.8 million) $143.3 million