As filed with the Securities and Exchange
Commission on September 16, 1994
Registration No. 33-
--------------------
_______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
THE KROGER CO.
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 31-0345740
----------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1014 Vine Street, Cincinnati, Ohio 45202
---------------------------------------- -------------------
(Address of Principal Executive Offices) (Zip Code)
The Kroger Co.
Employee Stock Purchase Plan
----------------------------
(Full title of Plan)
Paul W. Heldman
Vice President, Secretary and General Counsel
The Kroger Co.
1014 Vine Street
Cincinnati, Ohio 45202
---------------------------------------
(Name and address of agent for service)
(513) 762-4000
---------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title Of Amount Offering Aggregate Amount of
Securities To To be Price Offering Registration
Be Registered Registered Per Share* Price* Fee
Common Stock 6,000,000 $24.675 $148,050,000 $51,051.72
$1 Par Value shares
- --------------------------------------------------------------------
*Estimated solely for the purpose of calculating the registration fee pursuant
to Securities Act Rule 457(c), on the basis of the average of the high and low
sale prices of the Registrant's Common Stock on the New York Stock Exchange on
September 12, 1994, which date is within 5 business days prior to the date of
the filing of this Registration Statement, as reported by The Wall Street
--------------
Journal.
- -------
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by The Kroger Co. ("Kroger" or
"Registrant") with the Securities and Exchange Commission ("Commission") are
incorporated herein by reference:
1. Annual Report on Form 10-K for the fiscal year ended
January 1, 1994;
2. All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), since the end of the fiscal year covered by the Form 10-K
referred to above; and
3. The description of Kroger Common Stock contained in
Kroger's registration statement filed pursuant to Section 12 of the
Exchange Act, including any amendments or reports filed for the
purpose of updating such description.
All documents filed by Kroger pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
shares of Kroger Common Stock offered hereby have been sold or which withdraws
from registration such shares of Kroger Common Stock then remaining unsold,
shall be deemed to be incorporated in this Registration Statement by reference
and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Kroger's consolidated balance sheet as of January 1, 1994 and
January 2, 1993, its consolidated statements of operations and accumulated
earnings (deficit), and cash flows for each of the three years in the period
ended January 1, 1994 and its consolidated financial statement schedules,
which appear in Kroger's Annual Report on Form 10-K for the fiscal year ended
January 1, 1994 incorporated by reference in this Registration Statement, have
been incorporated herein in reliance on the report, which includes an
explanatory paragraph for the change in accounting for postretirement benefit
costs other than pensions, of Coopers & Lybrand, independent certified public
accountants, given on the authority of that firm as experts in accounting and
auditing.
Documents incorporated herein by reference in the future will
include financial statements, related schedules and auditors' reports, which
financial statements and schedules will have been examined to the extent and
for the periods set forth in such opinions by the firm or firms rendering such
opinions, and, to the extent so examined and consent to incorporation by
reference given, will be incorporated herein by reference in reliance upon
such opinions given upon authority of such firms as experts in accounting and
auditing.
A legal opinion to the effect that the shares of Kroger Common
Stock offered hereby have been duly authorized and that, when they are issued
in accordance with the terms of the Employee Stock Purchase Plan, they will be
validly issued and outstanding, fully paid and nonassessable, has been
rendered by Paul W. Heldman, Esquire, Vice President, Secretary and General
Counsel of Kroger. As of June 30, 1994, Mr. Heldman owned approximately
11,274 shares of Kroger Common Stock and held options to acquire 100,852
shares of Kroger Common Stock.
Item 6. Indemnification of Directors and Officers.
Under Kroger's Regulations (by-laws), each present or former
director, officer or employee of Kroger and each person who is serving or
shall have served at the request of Kroger as a director, officer or employee
of another corporation (and his or her heirs, executors or administrators)
shall be indemnified by Kroger against expenses actually and necessarily
incurred by him or her, and also against expenses, judgments, decrees, fines,
penalties, or amounts paid in settlement, in connection with the defense of
any pending or threatened action, suit, or proceeding, criminal or civil, to
which he or she is or may be made a party by reason of being or having been
such director, officer or employee, provided (1) he or she is adjudicated or
determined not to have been negligent or guilty of misconduct in the
performance of his or her duty to Kroger or such other corporation, (2) he or
she is determined to have acted in good faith in what he or she reasonably
believed to be the best interest of Kroger or of such other corporation, and
(3) in any matter the subject of a criminal action, suit, or proceeding, he or
she is determined to have had no reasonable cause to believe that his or her
conduct was unlawful. See also Ohio Revised Code, Section 1701.13.
--- ----
The foregoing indemnification provisions are not exclusive of any
other rights to which such director, officer or employee may be entitled under
Kroger's Articles of Incorporation or Regulations, any agreement, any
insurance purchased by Kroger, any vote of shareholders or otherwise.
Kroger has purchased insurance insuring officers and directors of
the company against certain liabilities incurred in their capacities as such
in order to insure Kroger against any payments which it is obligated to make
to such persons under the foregoing indemnification provisions.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits listed in the Index of Exhibits of this Registration
Statement are filed herewith or are incorporated herein by reference to other
filings.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement:
(a) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933 ("Securities Act");
(b) to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement; and
(c) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a) and (b) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement;
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof;
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering;
4. That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and
5. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions set forth in Item 6, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered and the Commission remains of
the same opinion, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
SIGNATURES
----------
The Registrant. Pursuant to the requirements of the Securities
--------------
Act, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cincinnati, State of Ohio, on
September 16, 1994.
THE KROGER CO.
By----------*----------------
Joseph A. Pichler, Chairman
of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities indicated on September 16, 1994.
Signature Title
- ---------- -----
- -------------*--------------- Executive Vice President and
William J. Sinkula Chief Financial Officer
(principal financial officer)
- -------------*--------------- Vice President - Financial
W. Rodney McMullen Services and Control and
Principal Accounting Officer
(principal accounting
officer)
- -------------*--------------- Chairman of the Board of
Joseph A. Pichler Directors and Chief Executive
Officer
(principal executive officer)
- -------------*--------------- President, Chief Operating
Richard L. Bere Officer and Director
- -------------*--------------- Director
Reuben V. Anderson
- -------------*--------------- Director
Raymond B. Carey, Jr.
- -------------*--------------- Director
John L. Clendenin
- -------------*--------------- Director
Richard W. Dillon
- -------------*--------------- Director
Lyle Everingham
- -------------*--------------- Director
John T. LaMacchia
- -------------*--------------- Director
Patricia Shontz Longe
- -------------*--------------- Director
T. Ballard Morton, Jr.
- ----------------------------- Director
Thomas H. O'Leary
- -------------*--------------- Director
John D. Ong
- -------------*--------------- Director
Katherine D. Ortega
- -------------*--------------- Director
Martha Romayne Seger
- -------------*--------------- Director
James D. Woods
*By (Bruce M. Gack)
-------------------------
Bruce M. Gack
Attorney-in-fact
INDEX OF EXHIBITS
Exhibit 4.1 Provisions of Articles of Incorporation and Regulations
(by-laws) of The Kroger Co. defining the rights of
security holders. Incorporated herein by reference to
Exhibits 4.1 and 4.2 of Kroger's Registration Statement on
Form S-3 as filed with the Securities and Exchange
Commission on January 28, 1993 and bearing Registration
No. 33-57552.
Exhibit 4.2 The Kroger Co. Employee Stock Purchase Plan. Filed
herewith.
Exhibit 5 Opinion of Paul W. Heldman, Esquire, with respect to the
validity of the Common Stock being registered. Filed
herewith.
Exhibit 23.1 Consent of Coopers & Lybrand, Independent Certified Public
Accountants. Filed herewith.
Exhibit 23.2 Consent of Paul W. Heldman, Esquire. Contained in the
opinion filed as Exhibit 5 hereto.
Exhibit 24 Powers of Attorney of certain officers and directors of
Kroger. Filed herewith.
Exhibit 99 List of Subsidiaries participating in the Plan. Filed
herewith.
EXHIBIT 5
THE KROGER CO.
1014 Vine Street
Cincinnati, OH 45202
September 16, 1994
Board of Directors
The Kroger Co.
1014 Vine Street
Cincinnati, Ohio 45202
Ladies and Gentlemen:
I am familiar with the proceedings taken and proposed to be taken by The
Kroger Co., an Ohio corporation (the "Company"), in connection with the
issuance of up to 6,000,000 additional shares of its Common Stock (the
"Securities") pursuant to The Kroger Co. Employee Stock Purchase Plan (the
"Plan"). I have acted as counsel to the Company in connection with its
preparation of a Registration Statement relating to such issuance on Form S-8
to be filed by the Company with the Securities and Exchange Commission for
the registration of the Securities under the Securities Act of 1933, as
amended. I have examined the above-mentioned documents, the Amended Articles
of Incorporation and Regulations of the Company, the corporate minutes of the
proceedings of the directors and shareholders of the Company, and such other
records and documents of the Company as I have deemed necessary in order to
express the opinions hereinafter set forth.
Based upon the foregoing, and assuming compliance with applicable federal and
state securities laws, I am of the opinion that when the Securities are
issued pursuant to the Plan, they will be duly authorized, validly issued and
outstanding, fully paid and non-assessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to me in the Registration Statement as having
passed upon the legality of the Securities offered thereby on behalf of the
Company.
Very truly yours,
(Paul W. Heldman)
Paul W. Heldman
Vice President, Secretary
and General Counsel
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
The Kroger Co. on Form S-8 of our report, which includes an explanatory
paragraph for the change in accounting for post-retirement benefit costs
other than pensions, dated February 8, 1994, on our audits of the
consolidated financial statements and financial statement schedules of The
Kroger Co. as of January 1, 1994, and January 2, 1993, and for the years
ended January 1, 1994, January 2, 1993, and December 28, 1991. We also
consent to the reference to our firm as "Experts".
(Coopers & Lybrand, L.L.P.)
Coopers & Lybrand, L.L.P.
Cincinnati, Ohio
September 16, 1994
EXHIBIT 4.2
THE KROGER CO.
EMPLOYEE STOCK PURCHASE PLAN
AMENDED AND RESTATED AS OF SEPTEMBER 15, 1994
1. Purpose of the Plan. The purpose of The Kroger Co. Employee Stock
-------------------
Purchase Plan (the "Plan") is to permit employees of The Kroger Co.
(the "Company") to obtain or increase a proprietary interest in the
Company by permitting them to make installment or other purchases of
shares of the Company's Common Stock, and thus to provide a means for
employees to share in the future success of the Company.
2. Administration. The Plan shall be administered by the Employee Stock
--------------
Purchase Plan Committee (the "Committee") consisting of not less than
three members who shall be appointed by, and shall serve at the
pleasure of, the Board of Directors of the Company. Each member of
the Committee must be a director or officer of the Company and shall
not be eligible to participate in the Plan. Subject to express
provisions of the Plan and to such instructions and limitations as
the Board of Directors of the Company may establish from time to
time, the Committee shall have the authority to prescribe, amend and
rescind rules and regulations relating to the Plan. The Committee
may interpret the Plan and may correct any defect or supply any
omission or reconcile any inconsistency in the Plan to the extent
necessary for the effective operation of the Plan. Any action taken
by the Committee on the matters referred to in this paragraph shall
be conclusive. The Committee may appoint Star Bank, National
Association as Administrator of the Plan and may delegate to the
Administrator responsibility for day-to-day operation of the Plan.
The Committee shall oversee the Administrator and may change the
designation of the Administrator.
3. Effective Date of the Plan. The Plan shall become effective on such
--------------------------
date as the Committee shall determine following approval by the Board
of Directors of the Company.
4. Shares Subject to the Plan. There is hereby reserved for issuance
--------------------------
under this Plan an aggregate of Fourteen Million (14,000,000) shares
of Common Stock, which may be authorized and unissued shares of
Common Stock, previously issued shares of Common Stock acquired by
the Company and held as treasury shares, or shares acquired through
open market or negotiated purchases, or any combination thereof.
5. Eligibility. Any other employee of the Company, and any employee of
-----------
any subsidiary of the Company which from time to time may be
designated by the Committee for inclusion under the Plan may
participate in the Plan.
6. Participation and Payroll Deduction. (a) Except as may be otherwise
----------------------------------
provided for herein, each employee who is eligible for and elects to
participate in the Plan shall be granted a Periodic Investment Right,
for as many full shares of Common Stock as may be purchased for each
participant's account as determined in the manner set forth in
Article 8. After the Plan has become effective any eligible employee
may elect to participate by completing such forms as are developed by
the Committee in conjunction with the Administrator. Payroll
deductions authorized by a participant shall be made at such time and
in such manner as the Committee or the Administrator may determine.
Reports shall be furnished to each participant, from time to time as
determined by the Committee or the Administrator, showing the balance
in the participant's account; (b) participants may, from time to
time, also make contributions to their accounts in the form of Common
Stock; and (c) participants may from time to time make cash
contributions for the purchase of shares of Common Stock by the
Administrator pursuant to such rules as the Committee may provide.
7. No Interest on Accounts. The payroll deductions of participants
----------------------
shall not bear interest.
8. Purchase Price. The purchase price for a share of Common Stock shall
--------------
be equal to 100% of the fair market value of the Common Stock as
determined below. As soon as practicable after the close of each
period, the funds accumulated through all payroll deductions shall be
transferred by the Company to the Administrator who will use such
funds to purchase shares of Common Stock. The Administrator will
credit each participant's account with the maximum number of shares
and any fractional shares, which results from dividing the total
dollar amount in the participant's account by the purchase price of
the Common Stock. The purchase price shall be the average of the
prices of all the shares purchased with such amounts after the close
of each Period. In the case of shares purchased from the Company,
the purchase price will be the average of the high and low prices of
the Common Stock on the New York Stock Exchange - Composite
Transactions or on any other national stock exchange on the business
day preceding the date of purchase or, if no such sales of Common
Stock are made on such date, on the next preceding date on which
sales of Common Stock were made on the New York Stock Exchange or on
any other national stock exchange.
9. Ownership. The Participant may elect to hold the account only in the
---------
name of the Participant or, if so indicated, in the Participant's
name jointly with one other person, with right of survivorship.
Certificates for shares of Common Stock will not be issued directly
to the Participant unless the Participant withdraws such shares from
the Participant's account pursuant to the procedures to be
established by the Committee in conjunction with the Administrator.
10. Termination or Withdrawal. Participants may terminate their accounts
-------------------------
at any time pursuant to procedures to be established by the
Committee in conjunction with the Administrator. At that time or
from time to time at the request of the Participant, a Participant
will receive certificates for the shares of Common Stock in the
Participant's account and cash for any fractional shares.
Alternatively, the Participant may request the Administrator pursuant
to procedures to be established by the Committee in conjunction with
the Administrator to sell all or some of the shares in the
Participant's account. In the latter case the Participant will
receive the net proceeds of the sale.
11. Rights as Shareholders. None of the rights or privileges of a
----------------------
shareholder of the Company shall exist with respect to shares of
Common Stock purchased under this Plan until the date as of which the
Participant's account is credited by the Administrator with the
shares purchased pursuant to the Plan.
12. Government Regulations. The Company's obligation to issue, sell, or
----------------------
deliver any shares of Common Stock under this Plan is subject to all
applicable laws and regulations and to the approval of any
governmental or regulatory authority required in connection with the
issuance, sale, or delivery of such shares. The Company shall not be
required to issue, sell, or deliver any shares of Common Stock under
this Plan prior to (a) the approval of such shares for listing on the
New York Stock Exchange or any other national stock exchange, and (b)
the completion of any registration or other qualification of such
shares under any state or Federal law or any ruling or regulation of
any governmental or regulatory authority which the Company in its
sole discretion shall determine to be necessary or advisable.
13. Designation of Subsidiaries for Inclusion in Offerings. At any time
-----------------------------------------------------
and from time to time, the Committee may designate for inclusion in
the Plan any corporation which is a subsidiary of the Company.
14. Amendment of the Plan. To the extent permitted by law, the Committee
---------------------
in conjunction with the Administrator may at any time and from time
to time make such changes in the plan and additions to it as the
Committee and the Administrator deems advisable; provided, however,
that neither the Committee nor the Administrator may make any changes
or additions which would adversely affect rights previously granted
under the Plan or may, without approval of the Board of Directors of
the Company, make any changes or additions which would (a) increase
the aggregate number of shares of Common Stock subject to the Plan,
(b) decrease the purchase price for a share of Common Stock, or (c)
change any of the provisions of the Plan relating to eligibility for
participation.
15. Duration and Termination of the Plan. The Plan shall terminate upon
------------------------------------
the earlies to occur of the following two events:
(a) The Purchase by employees of all of the shares of Common Stock
subject to the Plan; or
(b) The termination of the Plan by the Board of Directors of the
Company.
1482\1369\espp1
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned
officer of The Kroger Co. (the "Company") hereby constitutes
and appoints Paul W. Heldman and Bruce M. Gack and each of them
(with full power to each of them to act alone) his true and
lawful attorney-in-fact and agent for him and on his behalf and
in his name, place and stead, to sign, execute and affix his
seal thereto and file with the Securities and Exchange
Commission (or any other governmental or regulatory authority)
any of the documents referred to below relating to the
registration under the Securities Act of 1933, as amended, on
Form S-8 or other appropriate form of such number of shares of
the Common Stock of the Company as the Company may determine to
include in that registration statement or any amendment thereto
with respect to the selling of any such stock to the employees
of the Company or its subsidiaries pursuant to the Company's
Employee Stock Purchase Plan: (a) a registration statement
under the Securities Act of 1933, as amended, with all exhibits
and any and all documents required to be filed with respect
thereto; and (b) any and all amendments thereto (including any
amendment or amendments increasing or decreasing the amount of
the securities or changing the securities for which
registration is being sought) which may be filed from time to
time by the Company with all exhibits and any and all documents
required to be filed with respect thereto; granting unto said
attorneys, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as he might or could
do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand.
(Joseph A. Pichler) September 15 , 1994
----------------------------
Joseph A. Pichler
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned
officer of The Kroger Co. (the "Company") hereby constitutes
and appoints Paul W. Heldman and Bruce M. Gack and each of them
(with full power to each of them to act alone) his true and
lawful attorney-in-fact and agent for him and on his behalf and
in his name, place and stead, to sign, execute and affix his
seal thereto and file with the Securities and Exchange
Commission (or any other governmental or regulatory authority)
any of the documents referred to below relating to the
registration under the Securities Act of 1933, as amended, on
Form S-8 or other appropriate form of such number of shares of
the Common Stock of the Company as the Company may determine to
include in that registration statement or any amendment thereto
with respect to the selling of any such stock to the employees
of the Company or its subsidiaries pursuant to the Company's
Employee Stock Purchase Plan: (a) a registration statement
under the Securities Act of 1933, as amended, with all exhibits
and any and all documents required to be filed with respect
thereto; and (b) any and all amendments thereto (including any
amendment or amendments increasing or decreasing the amount of
the securities or changing the securities for which
registration is being sought) which may be filed from time to
time by the Company with all exhibits and any and all documents
required to be filed with respect thereto; granting unto said
attorneys, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as he might or could
do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand.
(Rodney McMullen) September 15, 1994
------------------------------
Rodney McMullen
Vice President -
Financial Services and Control
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned
officer of The Kroger Co. (the "Company") hereby constitutes
and appoints Paul W. Heldman and Bruce M. Gack and each of them
(with full power to each of them to act alone) his true and
lawful attorney-in-fact and agent for him and on his behalf and
in his name, place and stead, to sign, execute and affix his
seal thereto and file with the Securities and Exchange
Commission (or any other governmental or regulatory authority)
any of the documents referred to below relating to the
registration under the Securities Act of 1933, as amended, on
Form S-8 or other appropriate form of such number of shares of
the Common Stock of the Company as the Company may determine to
include in that registration statement or any amendment thereto
with respect to the selling of any such stock to the employees
of the Company or its subsidiaries pursuant to the Company's
Employee Stock Purchase Plan: (a) a registration statement
under the Securities Act of 1933, as amended, with all exhibits
and any and all documents required to be filed with respect
thereto; and (b) any and all amendments thereto (including any
amendment or amendments increasing or decreasing the amount of
the securities or changing the securities for which
registration is being sought) which may be filed from time to
time by the Company with all exhibits and any and all documents
required to be filed with respect thereto; granting unto said
attorneys, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as he might or could
do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand.
(William J. Sinkula) September 15, 1994
------------------------------------
William J. Sinkula
Executive Vice President
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned
officer of The Kroger Co. (the "Company") hereby constitutes
and appoints Paul W. Heldman and Bruce M. Gack and each of them
(with full power to each of them to act alone) his true and
lawful attorney-in-fact and agent for him and on his behalf and
in his name, place and stead, to sign, execute and affix his
seal thereto and file with the Securities and Exchange
Commission (or any other governmental or regulatory authority)
any of the documents referred to below relating to the
registration under the Securities Act of 1933, as amended, on
Form S-8 or other appropriate form of such number of shares of
the Common Stock of the Company as the Company may determine to
include in that registration statement or any amendment thereto
with respect to the selling of any such stock to the employees
of the Company or its subsidiaries pursuant to the Company's
Employee Stock Purchase Plan: (a) a registration statement
under the Securities Act of 1933, as amended, with all exhibits
and any and all documents required to be filed with respect
thereto; and (b) any and all amendments thereto (including any
amendment or amendments increasing or decreasing the amount of
the securities or changing the securities for which
registration is being sought) which may be filed from time to
time by the Company with all exhibits and any and all documents
required to be filed with respect thereto; granting unto said
attorneys, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as he might or could
do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand.
(Richard L. Bere) September 15, 1994
Richard L. Bere
President and
Chief Operating Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That each of the
undersigned directors of The Kroger Co. (the "Company") hereby
constitutes and appoints Paul W. Heldman and Bruce M. Gack and
each of them (with full power to each of them to act alone) his
or her true and lawful attorney-in-fact and agent for him or
her and on his or her behalf and in his or her name, place and
stead, to sign, execute and affix his or her seal thereto and
file with the Securities and Exchange Commission (or any other
governmental or regulatory authority) any of the documents
referred to below relating to the registration under the
Securities Act of 1933, as amended, on Form S-8 or other
appropriate form of such number of shares of the Common Stock
of the Company as the Company may determine to include in that
registration statement or any amendment thereto with respect to
the selling of any such stock to the employees of the Company
or its subsidiaries pursuant to the Company's Employee Stock
Purchase Plan: (a) a registration statement under the
Securities Act of 1933, as amended, with all exhibits and any
and all documents required to be filed with respect thereto;
and (b) any and all amendments thereto (including any amendment
or amendments increasing or decreasing the amount of the
securities or changing the securities for which registration is
being sought) which may be filed from time to time by the
Company with all exhibits and any and all documents required to
be filed with respect thereto; granting unto said attorneys,
and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done
in and about the premises in order to effectuate the same as
fully to all intents and purposes as he or she might or could
do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned directors have hereunto set
their hands and seals, as of the 15th day of September, 1994.
(Joseph A. Pichler) (Patrica Shontz Longe)
----------------------- -------------------------
Joseph A. Pichler Patricia Shontz Longe
(Richard L. Bere) (Katherine D. Ortega)
----------------------- -------------------------
Richard L. Bere Katherine D. Ortega
(John L. Ong) (Richard W. Dillon)
----------------------- -------------------------
John L. Ong Richard W. Dillon
(Raymond B. Carey, Jr.) (John L. Clendenin)
----------------------- -------------------------
Raymond B. Carey, Jr. John L. Clendenin
(John T. LaMacchia) (T. Ballard Morton, Jr.)
----------------------- -------------------------
John T. LaMacchia T. Ballard Morton, Jr.
(James D. Woods) (Lyle Everingham)
----------------------- -----------------------
James D. Woods Lyle Everingham
(Reuben V. Anderson)
-----------------------
Reuben V. Anderson
(Martha R. Seger)
-----------------------
Martha R. Seger
THE KROGER CO.
ASSISTANT SECRETARY'S CERTIFICATE
I, Bruce M. Gack, Assistant Secretary of The Kroger Co., a
corporation organized and existing under and by virtue of the
laws of the State of Ohio (the "Company"), do hereby certify
that the following is a true copy of certain resolutions
adopted by the Board of Directors of the Company at a meeting
duly called and held on September 15, 1994, at which a quorum
was present and acting throughout; and I further certify that
such resolutions have not been amended, modified or rescinded
and remain in full force and effect:
"RESOLVED, That The Kroger Co. Employee Stock
Purchase Plan (the "Plan"), be, and the same hereby
is, amended to provide for up to 14 million shares of
the Company's common stock to be sold, transferred,
or held in such Plan and such other related
amendments as the officers of the Company shall, upon
the advice of counsel, approve; and further
RESOLVED, That the Registration Statement of the
Company on Form S-8 or other appropriate form (the
"Registration Statement"), for the purpose of
registering such Plan under the Securities Act of
1933 be, and the same hereby is, approved and that
the proper officers of the Company be, and they
hereby are, authorized to execute such Registration
Statement on behalf of the Company and file the same
with the Securities and Exchange Commission in
substantially the form hereby approved or with such
changes therein as the officers executing the same
may approve, the approval of any such officer to be
conclusively evidenced by execution and delivery
thereof; and further
RESOLVED, That the officers of the Company be, and
they hereby are, authorized from time to time to
execute in the name and on behalf of the Company,
such further amendment or amendments to said
Registration Statement as they shall deem desirable,
to procure all other necessary signatures thereto and
to file such amendment or amendments, when so signed,
with the Securities and Exchange Commission; and
further
RESOLVED, That Paul W. Heldman and Bruce M. Gack, or
any one of them, be and they hereby are made,
constituted and appointed the true and lawful
attorneys-in-fact, with authority to sign and execute
on behalf of The Kroger Co., and on behalf of the
directors and officers thereof in their official
capacities, the Registration Statement and any and
all amendments thereto, which they in their
discretion deem necessary or advisable, to be filed
with the Securities and Exchange Commission; and
further
RESOLVED, That Paul W. Heldman, Vice President,
Secretary and General Counsel of this Company, whose
address is 1014 Vine Street, Cincinnati, Ohio, be and
he is designated as the Agent for Service to be named
in the Registration Statement, and authorized to
receive notices and communications, with respect to
the registration under the Securities Act of 1933, as
amended, of the proposed issue of the aforesaid
shares of Common Stock with all powers consequent
upon such designation under the rules and regulations
of the Securities and Exchange Commission; and
further
RESOLVED, That the officers of the Company, and any
one or more of them be, and they hereby are,
authorized and directed, in the name of and on behalf
of the Company, to take any and all action which they
deem necessary or advisable to register or qualify
the aforesaid shares of Common Stock for issue,
offer, sale or trade under the Blue Sky or securities
laws of any State of the United States or Province of
Canada and in connection therewith to sign, execute,
acknowledge, verify, deliver, file and publish all
such applications, issuer's covenants, consents to
service of process, resolutions and other papers and
documents as may be required under such laws, and to
take any and all further action which they deem
necessary or advisable in order to maintain such
registration or qualification of such shares of
Common Stock for as long as they may deem necessary
or as required by law; and further
RESOLVED, That the proper officers of the Company be,
and they hereby are, authorized in the name and on
behalf of the Company to execute and file application
for the listing of the aforesaid shares of Common
Stock on the New York Stock Exchange and such other
stock exchanges as they may deem appropriate, and to
take any and all action, and prepare, execute, and
file any and all other applications and agreements,
including an indemnity agreement relating to the use
of facsimile signatures in the execution of aforesaid
shares of Common Stock, necessary, incidental or
convenient to effectuate such listing; and further
RESOLVED, That for the purpose of executing the
aforesaid shares of Common Stock the Company hereby
adopts and acknowledges the facsimile signatures of
Joseph A. Pichler and Paul W. Heldman, its Chairman
of the Board, and Secretary, respectively, and said
shares of Common Stock may be executed by the
facsimile signatures hereby adopted until further
order of the Board of Directors, notwithstanding that
either or both of said persons may have ceased to
hold the respective aforesaid offices at the time
such shares of Common Stock shall be actually
delivered; and further
RESOLVED, That the officers of the Company be, and
they hereby are, authorized and directed in the name
and on behalf of the Company to do or cause to be
done, any and all such other acts and things, and to
prepare, execute, deliver and, where necessary or
appropriate, file with the appropriate governmental
authorities, any and all such certificates,
agreements, applications, documents, papers and
instruments as, with the advice of counsel, they may
deem necessary or desirable in order to carry into
effect the purposes and intent of the foregoing
resolutions and the various transactions contemplated
thereby."
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed the corporate seal of said Company on the 16th day of
September, 1994.
(Bruce M. Gack)
Bruce M. Gack
Assistant Secretary
EXHIBIT 99
SUBSIDIARIES OF THE KROGER CO.
Dillon Companies, Inc.
Gateway Freightline, Inc.
Peyton's-Southeastern, Inc.
SUBSIDIARIES OF DILLON COMPANIES, INC.
City Market, Inc.
Delight Distributing & Sales Co., Inc.
Dillon Real Estate Co., Inc.
Fry's Food Stores of Arizona, Inc.
Fry's Leasing Company, Inc.
Jackson Ice Cream Co., Inc.
Junior Food Stores of West Florida, Inc.
(dba Tom Thumb Food Stores)
Kwik Shop, Inc.
Loaf 'N Jug, Inc.
Mini Mart, Inc.
Quik Stop Markets, Inc.
Time Saver Stores, Inc.
Wells Aircraft, Inc.
1482\secu\ex99
