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June 20, 2000 - The Kroger Co. today announced plans to operate in Phoenix under one familiar banner. The Fred Meyer Marketplace stores in Maricopa County will become Fry's Marketplace stores.

"The stores will be a dynamic combination of the successful Fry's Food & Drug Store operations with the general merchandising selection, expertise and buying power of Fred Meyer stores," Mike Donnelly, president of Fry's Food & Drug Stores, said.

Fred Meyer operates 17 Marketplace stores and Fry's operates 62 Fry's Food & Drug Stores in the Valley. The new Fry's Marketplace stores will have full food store, pharmacy and selected general merchandise departments. Kroger is the parent of both retailers.

"All employees from both chains will be retained -- there will be no lay-offs as a result of this change," Donnelly said. "We anticipate the conversions will begin late this summer and be complete by the holiday season."

The Fred Meyer Arizona regional office will be combined with the Fry's corporate office. A regional Fry's team, coordinating closely with Fred Meyer headquarters in Portland, Ore., will operate the general merchandise departments for the Fry's Marketplace stores. As a result of the conversion to Fry's Marketplace stores, some stores in close proximity to one another may close.

The Fry's Marketplace stores are mid-sized, between a huge supercenter and the smaller combination food and drug store.

Once the conversion is complete, Fry's Food & Drug Store customers will be able to use their Fry's VIP cards and receive all their VIP benefits. New customers will be able to acquire VIP cards at the new stores.

"We believe this conversion to Fry's Marketplace stores will further strengthen Fry's market position in Arizona," Donnelly said. "This is a win-win situation for both our employees and customers. Customers will be able to shop for groceries, outdoor living, home goods, toys, seasonal items and other merchandise in a convenient neighborhood store from a retailer they already know and trust.

"No employees will lose their jobs, and the company will become a more efficient operation by reducing advertising, procurement and distribution."

Ken Thrasher, president and chief executive officer of Fred Meyer Stores, said, "We are proud of the job our employees have done to create a great shopping experience for Arizona customers who like the convenience of finding food and general merchandise together under one roof. Even though the banner will change to Fry's Marketplace, customers will find the same service, selection, quality and price they have come to appreciate at Fred Meyer."

Formerly operating as Smitty's Marketplace, Fred Meyer entered the Arizona market in February 1999 prior to its merger with Kroger.

Fry's Food Stores of Arizona, Inc., known in the Valley as the value leader for more than 40 years, currently operates 89 Arizona grocery stores and employs more than 11,000 people in the state. The combination of Fred Meyer and Fry's in Arizona creates a local team of more than 13,000 employees.

Headquartered in Cincinnati, Ohio, Kroger (NYSE:KR) is the nation's largest retail grocery chain. The company currently operates more than 2,300 supermarkets and multi-department stores in 31 states under more than a dozen banners, including Kroger, Fred Meyer, Ralphs, Smith's , King Soopers, Dillon, Fry's, City Market, Food 4 Less and Quality Food Centers. Kroger also operates 796 convenience stores, 389 fine jewelry stores and 42 food processing plants.

  Kroger Contact:
Media: Gary Rhodes
(513) 762-1304
Investor Relations: Kathy Kelly
(513) 762-4969
       From: Corporate Affairs Department
         The Kroger Co.
         1014 Vine Street
         Cincinnati, OH



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