SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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Section 240.14a-12
The Kroger Co.
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(Name of Registrant as Specified in its Charter)
The Kroger Co.
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(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
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Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
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2) Aggregate number of securities to which transaction
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computed pursuant to Exchange Act Rule 0-11*:
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1) Amount Previously Paid: $125.00
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2) Form, Schedule or Registration Statement No.: PRE 14A
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3) Filing Party: THE KROGER CO.
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4) Date Filed: 3/15/94
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Dear :
The Kroger Co. is seeking approval from our shareholders for a
benefit plan which will enable the Company to continue granting
stock options and other stock based awards to a broad base of
employees. Our records indicate that you are a shareholder of
record and therefore eligible to vote on the 1994 Long-Term
Incentive Plan.
I am writing on this matter because we have been advised that
some institutional holders have established guidelines or
thresholds to help them determine whether to support or oppose
proposed changes in the stock option plans of the companies in
which they are invested. Kroger's proposed plan reserves 8
million shares for stock option grants, which represents
approximately 7.3% of our outstanding shares as of the record
date of March 22, 1994.
I believe that our plan merits your support. Food retailing is a
service business whose success depends upon the dedicated
commitment of first line employees in stores, distribution
centers, manufacturing plants, and offices. Kroger believes that
such a service commitment can best be achieved through
incentives, including stock options, that reward a broad range of
employee associates for their contributions to corporate
objectives.
This has been the rationale underlying Kroger's stock option
plans since the 1988 financial recapitalization, when the Company
accelerated its decentralization and placed more authority in
employees at lower levels of the organization. Over the past
five years, Kroger has effectively broadened the base of employee
ownership by using grant options to reward personal achievement.
As the following table indicates, our plan is a far more broadly-
based grant program than is the norm for U.S. corporations:
<PAGE>
THE KROGER CO.
1992-93 OPTION GRANTS
SIZE OF GRANTS NUMBER OF
(SHARES) RECIPIENTS
50 - 999 3,595
1,000 - 1,999 388
2,000 - 5,999 145
6,000 - 11,999 23
12,000 + 23
TOTAL PARTICIPANTS 4,174
TOTAL SHARES 2.481 MIL.
We believe that our program plays an important role in motivating
Kroger employee associates which, in turn, helps provide
increasing returns for our shareholders. For this reason, I hope
you will support our proposal which will provide shares for
grants over a three year period.
As always, we would be happy to visit with you in person or by
telephone should you have specific questions relative to the
proposal. Your thoughts and comments are always important to
us.
Sincerely yours,
Joseph A. Pichler
Chairman and
Chief Executive Officer
