As filed with the Securities and Exchange
Commission on May 23, 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.
1994 Long-Term Incentive 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)
Copy to:
Steven Kaplan, Esquire
Arnold & Porter
1200 New Hampshire Avenue, N.W.
Washington, D.C. 20036
202-872-8757
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 8,000,000 $22.25 $178,000,000 $61,379.31
$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 May 16, 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 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 1994
Long-Term Incentive 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 March 31, 1994, Mr. Heldman owned
approximately 11,274 shares of Kroger Common Stock and held
options to acquire 88,352 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.<PAGE>
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 May 23, 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 May 23, 1994.
Signature Title
* Executive Vice President and
- ------------------------ Chief Financial Officer
William J. Sinkula (principal financial officer)
* Vice President - Financial
- ------------------------ Services and Control
W. Rodney McMullen (principal accounting
officer)
* Chairman of the Board of
- ------------------------ Directors and Chief Executive
Joseph A. Pichler Officer
(principal executive officer)
* President, Chief Operating
- ------------------------ Officer and Director
Richard L. Bere
* 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
<PAGE>
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. 1994 Long-Term Incentive 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 4.2
THE KROGER CO.
1994 LONG-TERM INCENTIVE PLAN
1. Definitions
In this Plan the following definitions shall apply:
1.1 "Agreement" means a written agreement implementing a
grant of an Option, Right or Performance Unit or an award of
Restricted Stock or Incentive Shares.
1.2 "Board" means the Board of Directors of the Company.
1.3 "Code" means the Internal Revenue Code of 1986, as
amended.
1.4 "Committee" means the committee appointed to administer
each of the Programs under the Plan. For purposes of the Insider
Program and the Outside Director Program the Committee shall be a
committee of the Board meeting the standards of Rule 16b-
3(c)(2)(i) under the Exchange Act, or any similar successor rule,
appointed by the Board to administer the Insider Program and the
Outside Director Program, which initially shall be composed of
those members of the Compensation Committee of the Board who
qualify as "outside directors" under Section 162(m) of the Code.
For purposes of the Non-Insider Program, the Committee shall be
the Stock Option Committee.
1.5 "Common Stock" means the common stock, par value $1.00
per Share, of the Company.
1.6 "Company" means THE KROGER CO.
1.7 "Date of Exercise" means the date on which the Company
receives notice of the exercise of an Option, Right or
Performance Unit in accordance with the terms of Article 10.
1.8 "Date of Grant" means the date on which an Option,
Right or Performance Unit is granted or Restricted Stock or
Incentive Shares are awarded by the Committee.
1.9 "Director" means a member of the Board of the Company.
1.10 "Employee" means any person determined by the Committee
to be an employee of the Company or a Subsidiary.
1.11 "Employee Director" means a Director who is an Employee
of the Company.
1.12 "Exchange Act" means the Securities Exchange Act of
1934, as amended.
1.13 "Fair Market Value" of a Share of Common Stock means
the amount equal to the fair market value of a Share of Common
Stock determined pursuant to a reasonable method adopted by the
Committee in good faith for such purpose. Unless otherwise
provided in an Agreement to the contrary, the Fair Market Value
of a Share shall be the mean between the highest and lowest
selling price on the date of determination on the New York Stock
Exchange--Composite Transactions, or if no sales are made on such
date, on the most recent prior date for which sales are reported.
1.14 "Grantee" means an Employee to whom Restricted Stock
has been awarded pursuant to Article 12 or to whom Incentive
Shares have been awarded pursuant to Article 13.
1.15 "Incentive Share" means a Share awarded pursuant to
Article 13.
1.16 "Incentive Stock Option" means an Option granted under
the Plan that qualifies as an incentive stock option under
Section 422 of the Code and that the Company designates as such
in the Agreement granting the Option.
1.17 "Insider" means an officer of the Company subject to
Section 16(a) of the Exchange Act.
1.18 "Insider Program" means that portion of the Plan under
which grants or awards are made to Insiders, including Employee
Directors.
1.19 "Non-Insider Program" means that portion of the Plan
under which grants or awards are made to Employees, excluding
Insiders and Employee Directors.
1.20 "Nonstatutory Stock Option" means an Option granted
under the Plan that is not an Incentive Stock Option.
1.21 "Option" means an option to purchase Shares granted
under the Plan in accordance with Article 6 or Article 7.
1.22 "Option Period" means the period during which an Option
may be exercised.
1.23 "Option Price" means the price per Share at which an
Option may be exercised. The Option Price shall be determined by
the Committee, but in no event shall the Option Price of an
Incentive Stock Option be less than the greater of the Fair
Market Value per Share determined as of the Date of Grant or the
par value of a Share.
1.24 "Optionee" means an Employee or Director to whom an
Option, Right or Performance Unit has been granted.
1.25 "Outside Director Program" means that portion of the
Plan under which grants are made to Directors, other than
Employee Directors.
1.26 "Performance Goals" means performance goals established
by the Committee which may be based on earnings or earnings
growth, sales, return on assets, equity or investment, regulatory
compliance, satisfactory internal or external audits, improvement
of financial ratings, achievement of balance sheet, income
statement or other financial statement objectives, or any other
objective goals established by the Committee, and may be absolute
in their terms or measured against or in relationship to other
companies similarly or otherwise situated. Such performance
goals may be particular to an employee or the department, branch,
Subsidiary or other division in which he or she works, or may be
based on the performance of the Company generally, and may cover
such period as may be specified by the Committee.
1.27 "Performance Unit" means a performance unit granted
under the Plan in accordance with Article 9.
1.28 "Performance Unit Period" means the period during which
a Performance Unit may be exercised.
1.29 "Plan" means THE KROGER CO. 1994 Long-Term Incentive
Plan.
1.30 "Related Option" means the Option in connection with
which, or by amendment to which, a specified Right or Performance
Unit is granted.
1.31 "Related Performance Unit" means the Performance Unit
granted in connection with, or by amendment to, a specified
Option.
1.32 "Related Right" means the Right granted in connection
with, or by amendment to, a specified Option.
1.33 "Restricted Stock" means Shares awarded pursuant to
Article 12.
1.34 "Right" means a stock appreciation right granted under
the Plan pursuant to Article 8.
1.35 "Right Period" means the period during which a Right
may be exercised.
1.36 "Share" means a share of authorized but unissued Common
Stock or a reacquired share of issued Common Stock.
1.37 "Stock Option Committee" means a committee of three or
more members appointed by the Chief Executive Officer of the
Company to administer the Non-Insider Program, each of whom shall
be ineligible to receive grants or awards under the Non-Insider
Program, and shall have been so ineligible for at least one year.
1.38 "Subsidiary" means a corporation at least 50% of the
total combined voting power of all classes of stock of which is
owned by the Company, either directly or through one or more
other Subsidiaries.
2. Purpose
The Plan is intended to assist in attracting and
retaining Employees and Directors of outstanding ability and to
promote the identification of their interests with those of the
shareholders of the Company.
3. Administration
The Plan shall be administered by the Committee. In
addition to any other powers granted to the Committee, it shall
have the following powers, subject to the express provisions of
the Plan:
3.1 to determine in its discretion the Employees to whom
Options, Performance Units or Rights shall be granted and to whom
Restricted Stock and Incentive Shares shall be awarded, the
number of Shares to be subject to each Option, Right, Performance
Unit, Restricted Stock or Incentive Share award, and the terms
upon which Options, Rights or Performance Units may be acquired
and exercised and the terms and conditions of Restricted Stock
and Incentive Share awards;
3.2 to determine all other terms and provisions of each
Agreement, which need not be identical;
3.3 without limiting the generality of the foregoing, to
provide in its discretion in an Agreement:
(a) for an agreement by the Optionee or Grantee to
render services to the Company or a Subsidiary upon such terms
and conditions as may be specified in the Agreement, provided
that the Committee shall not have the power to commit the Company
or any Subsidiary to employ or otherwise retain any Optionee or
Grantee;
(b) for restrictions on the transfer, sale or other
disposition of Shares issued to the Optionee upon the exercise of
an Option, Right or Performance Unit, for other restrictions
permitted by Article 12 with respect to Restricted Stock or for
conditions with respect to the issuance of Incentive Shares;
(c) for an agreement by the Optionee or Grantee to
resell to the Company, under specified conditions, Shares issued
upon the exercise of an Option, Right or Performance Unit or
awarded as Restricted Stock or Incentive Shares;
(d) for the payment of the Option Price upon the
exercise by an Employee of an Option otherwise than in cash,
including without limitation by delivery of shares of Common
Stock (other than Restricted Stock) valued at Fair Market Value
on the Date of Exercise of the Option, or a combination of cash
and shares of Common Stock, or for the payment in part of the
Option Price with a promissory note in accordance with the terms
of Section 10.2; and
(e) for the deferral of receipt of amounts that
otherwise would be distributed upon exercise of a Performance
Unit, the terms and conditions of any such deferral and any
interest or dividend equivalent or other payment that shall
accrue with respect to deferred distributions;
3.4 to construe and interpret the Agreements and the Plan;
3.5 to require, whether or not provided for in the
pertinent Agreement, of any person exercising an Option, Right or
Performance Unit or acquiring Restricted Stock or Incentive
Shares, at the time of such exercise or acquisition, the making
of any representations or agreements which the Committee may deem
necessary or advisable in order to comply with the securities
laws of the United States or of any state;
3.6 to provide for satisfaction of an Optionee's or
Grantee's tax liabilities arising in connection with the Plan
through, without limitation, retention by the Company of shares
of Common Stock otherwise issuable on the exercise of a
Nonstatutory Stock Option, Right or Performance Unit or pursuant
to an award of Incentive Shares or through delivery of Common
Stock to the Company by the Optionee or Grantee under such terms
and conditions as the Committee deems appropriate; and
3.7 to make all other determinations and take all other
actions necessary or advisable for the administration of the
Plan.
Any determinations or actions made or taken by the Committee
pursuant to this Article shall be binding and final.
4. Eligibility
Options, Rights, Performance Units, Restricted Stock and
Incentive Shares may be granted or awarded only to Employees and
Directors, provided that a non-Employee Director (i) who directly
holds fewer than 1,000 Shares of Common Stock at the time of a
grant may not participate in the Plan, (ii) may not receive
Rights, Performance Units, Incentive Shares or Restricted Stock,
and (iii) may not receive Options except in accordance with
Article 6. In no event shall any participant receive awards and
grants totaling more than 200,000 Shares in the aggregate under
this Plan.
5. Stock Subject to the Plan
5.1 The maximum number of Shares that may be issued under
the Plan is 8,000,000 Shares. In addition to the decisions which
it makes in administering the Insider Program, annually the
Committee for the Insider Program shall approve the number of
Shares to be granted under the Non-Insider Program for that
fiscal year.
5.2 If an Option, Right or Performance Unit expires or
terminates for any reason (other than termination by virtue of
the exercise of a Related Option, Related Right or a Related
Performance Unit, as the case may be) without having been fully
exercised, if Shares of Restricted Stock are forfeited or if
Incentive Shares are not issued or are forfeited, the unissued or
forfeited Shares which had been subject to the Agreement relating
thereto shall become available for the grant of other Options,
Rights and Performance Units or for the award of additional
Restricted Stock or Incentive Shares, provided that in the case
of forfeited Shares, the Grantee has received no dividends prior
to forfeiture with respect to such Shares.
5.3 The Shares issued upon the exercise of a Right or
Performance Unit (or, if cash is payable in connection with such
exercise, that number of Shares having a Fair Market Value equal
to the cash payable upon such exercise), shall be charged against
the number of Shares issuable under the Plan and shall not become
available for the grant of other Options, Rights and Performance
Units or for the award of Restricted Stock or Incentive Shares.
If the Right referred to in the preceding sentence is a Related
Right, or if the Performance Unit referred to in the preceding
sentence is a Related Performance Unit, the Shares subject to the
Related Option, to the extent not charged against the number of
Shares subject to the Plan in accordance with this Section 5.3,
shall become available for the grant of other Options, Rights and
Performance Units or for the award of additional Restricted Stock
or Incentive Shares.
6. Special Conditions to Outside Director Program
6.1 The Outside Director Program shall be a formula plan
under which Directors, excluding Employee Directors, shall be
granted Options, but only in accordance with the provisions set
forth in this Article 6. For purposes of this Article 6 only,
the term Director shall exclude any member of the Board who does
not at the time of the relevant grant then own a minimum of 1,000
Shares of Common Stock and shall also exclude Employee Directors.
6.2 Nonstatutory Stock Options shall be granted to
Directors as follows:
(a) Upon approval of this Plan by shareholders, each
Director shall be granted a Nonstatutory Stock Option to purchase
2,000 Shares at an Option Price equal to the Fair Market Value of
the Shares on such date, which date shall be the Date of Grant;
(b) Commencing in fiscal year 1995, on the date of the
Annual Meeting of Shareholders in such year and each succeeding
year (or the next business day if such date is a non-business
day), each Director shall be granted a Nonstatutory Stock Option
to purchase 2,000 Shares at an Option Price equal to the Fair
Market Value of the Shares on such date, which date shall be the
Date of Grant; and
(c) Options granted under this Article 6 shall vest in
666, 667 and 667 share amounts, respectively, on the first,
second and third annual anniversary dates, respectively, of the
Date of Grant and may be exercised by the Optionee at any time
after vesting and prior to the termination of the Option.
Options shall terminate one year from the date on which such
Optionee ceases to be a member of the Board (for all reasons
other than retirement) or 10 years from the Date of Grant,
whichever first occurs. Options are not transferable other than
by will or the laws of descent and distribution. Exercise of
Options may be made only in writing delivered to the Company
accompanied by payment of the Option Price.
6.3 If on any Date of Grant there is an insufficient number
of Shares available for a grant, the number of Shares subject to
such grant shall be reduced to the greatest whole number of
Shares arrived at by dividing the remaining Shares available for
such grant by the number of Directors eligible for such grant.
7. Options
7.1 The Committee is hereby authorized to grant
Nonstatutory Stock Options and Incentive Stock Options to
Employees, including Employee Directors. Options also may be
granted to Directors, excluding Employee Directors, pursuant to
Article 6.
7.2 All Agreements granting Options to Employees, including
Employee Directors, shall contain a statement that the Option is
intended to be either (i) a Nonstatutory Stock Option or (ii) an
Incentive Stock Option, as the case may be.
7.3 The Option Period for Options granted to Employees,
including Employee Directors, shall be determined by the
Committee and specifically set forth in the Agreement; provided,
however, that an Option shall not be exercisable before six
months from the Date of Grant (except that this limitation need
not apply in the event of the death or disability of the Optionee
within the six-month period) or after ten years from the Date of
Grant.
7.4 All Incentive Stock Options granted under the Plan
shall comply with the provisions of the Code governing incentive
stock options and with all other applicable rules and
regulations.
7.5 The maximum number of Shares of Common Stock with
respect to which Options may be granted to any Employee under
this Plan during its term is 200,000 Shares. In no event shall
the Option Price of an Option be less than the Fair Market Value
of a Share of Common Stock at the time of the grant.
7.6 All other terms of Options granted under the Plan shall
be determined by the Committee in its sole discretion.
8. Rights
8.1 The Committee is hereby authorized to grant Rights to
Employees, including Employee Directors.
8.2 A Right may be granted under the Plan:
(a) in connection with, and at the same time as, the
grant of an Option under the Plan;
(b) by amendment of an outstanding Nonstatutory Stock
Option granted under the Plan; or
(c) independently of any Option granted under the
Plan.
A Right granted under clause (a) or (b) of the preceding
sentence is a Related Right. A Related Right may, in the
Committee's discretion, apply to all or a portion of the Shares
subject to the Related Option.
8.3 A Right may be exercised in whole or in part as
provided in the Agreement, and, subject to the provisions of the
Agreement, entitles its Optionee to receive, without any payment
to the Company (other than required income tax withholding
amounts), either cash or that number of Shares (equal to the
highest whole number of Shares), or a combination thereof, in an
amount or having a Fair Market Value determined as of the Date of
Exercise not to exceed the number of Shares subject to the
portion of the Right exercised multiplied by an amount equal to
the excess of (i) the Fair Market Value of a share of Common
Stock on the Date of Exercise of the Right over (ii) either (A)
the Fair Market Value of a share of Common Stock on the Date of
Grant of the Right if it is not a Related Right, or (B) the
Option Price as provided in the Related Option if the Right is a
Related Right.
8.4 The Right Period shall be determined by the Committee
and specifically set forth in the Agreement, provided, however --
(a) a Right may not be exercised before the expiration
of six months from the Date of Grant (except that this limitation
need not apply in the event of the death or disability of the
Optionee within the six-month period);
(b) a Right will expire no later than the earlier of
(i) ten years from the Date of Grant, or (ii) in the case of a
Related Right, the expiration of the Related Option;
(c) a Right may be exercised only when the Fair Market
Value of a share of Common Stock exceeds either (i) the Fair
Market Value of a share of Common Stock on the Date of Grant of
the Right if it is not a Related Right, or (ii) the Option Price
as provided in the Related Option if the Right is a Related
Right; and
(d) a Right that is a Related Right to an Incentive
Stock Option may be exercised only when and to the extent the
Related Option is exercisable.
8.5 The exercise, in whole or in part, of a Related Right
shall cause a reduction in the number of Shares subject to the
Related Option equal to the number of Shares with respect to
which the Related Right is exercised. Similarly, the exercise,
in whole or in part, of a Related Option shall cause a reduction
in the number of Shares subject to the Related Right equal to the
number of Shares with respect to which the Related Option is
exercised.
8.6 Rights granted under the Plan, to the extent determined
by the Committee, shall comply with the requirements of Rule 16b-
3(e) under the Exchange Act during the term of this Plan. Should
any provision of this Article 8 necessary for that purpose at the
date of adoption of this Plan by the Board no longer be necessary
to comply with the requirements of Rule 16b-3(e) or should any
additional provisions be necessary for this Article 8 to comply
with the requirements of Rule 16b-3(e), the Board may amend this
Plan to delete, add to or modify the provisions of the Plan
accordingly. The Company intends to comply, if and to the extent
applicable, with the public information and reporting
requirements of Rule 16b-3(e)(1); however, the Company's failure
for any reason whatsoever to comply with such requirements or
with any other requirements of Rule 16b-3, and any resultant
unavailability of Rule 16b-3(e) to Optionees shall not impose any
liability on the Company to any Optionee or any other party.
8.7 To the extent required by Rule 16b-3(e) under the
Exchange Act or otherwise provided in the Agreement, the
Committee shall have sole discretion to consent to or disapprove
the election of any Optionee to receive cash in full or partial
settlement of a Right. In cases where an election of settlement
in cash must be consented to by the Committee, the Committee may
consent to, or disapprove, such election at any time after such
election, or within such period for taking action as is specified
in the election, and failure to give consent shall be
disapproval. Consent may be given in whole or as to a portion of
the Right surrendered by the Optionee. If the election to
receive cash is disapproved in whole or in part, the Right shall
be deemed to have been exercised for Shares, or, if so specified
in the notice of exercise and election, not to have been
exercised to the extent the election to receive cash is
disapproved.
8.8 The maximum number of Shares of Common Stock with
respect to which Rights may be granted to any Employee under this
Plan during its term is 200,000 Shares.
9. Performance Units
9.1 The Committee is hereby authorized to grant Performance
Units to Employees, including Employee Directors.
9.2 Performance Units may be granted under the Plan:
(a) in connection with, and at the same time as, the
grant of a Nonstatutory Stock Option under the Plan;
(b) by amendment of an outstanding Nonstatutory Stock
Option under the Plan; or
(c) independently of any Option granted under the
Plan.
A Performance Unit granted under clause (a) or (b) of the
preceding sentence is a Related Performance Unit. A Related
Performance Unit may, in the Committee's discretion, apply to all
or a portion of the shares subject to the Related Option. A
Performance Unit may not be granted in connection with, or by
amendment to, an Incentive Stock Option.
9.3 A Performance Unit may be exercised in whole or in part
as provided in the Agreement, and, subject to the provisions of
the Agreement, entitles its Optionee to receive, without any
payment to the Company (other than required income tax
withholding amounts), cash, Shares or a combination of cash and
Shares, based upon the degree to which Performance Goals
established by the Committee and specified in the Agreement have
been achieved.
9.4 The Performance Unit Period shall be determined by the
Committee and specifically set forth in the Agreement, provided,
however --
(a) a Performance Unit may not be exercised before the
expiration of six months from the Date of Grant (except that this
limitation need not apply in the event of the death or disability
of the Optionee within the six-month period); and
(b) a Performance Unit will expire no later than the
earlier of (i) ten years from the Date of Grant, or (ii) in the
case of a Related Performance Unit, the expiration of the Related
Option.
9.5 Each Agreement granting Performance Units shall specify
the number of Performance Units granted; provided, however, that
the maximum number of Related Performance Units may not exceed
the maximum number of Shares subject to the Related Option.
9.6 The exercise, in whole or in part, of Related
Performance Units shall cause a reduction in the number of Shares
subject to the Related Option and the number of Performance Units
in accordance with the terms of the Agreement. Similarly, the
exercise, in whole or in part, of a Related Option, shall cause a
reduction in the number of Shares subject to the Related
Performance Unit equal to the number of Share with respect to
which the Related Option is exercised.
9.7 Performance Units granted under the Plan, to the extent
determined by the Committee, shall comply with the requirements
of Rule 16b-3(e) under the Exchange Act during the term of this
Plan. Should any provision of this Article 9 necessary for that
purpose at the date of adoption of this Plan by the Board no
longer be necessary to comply with the requirements of Rule 16b-
3(e) or should any additional provisions be necessary for this
Article 9 to comply with the requirements of Rule 16b-3(e), the
Board may amend this Plan to delete, add to or modify the
provisions of the Plan accordingly. The Company intends to
comply, if and to the extent applicable, with the public
information and reporting requirements of Rule 16b-3(e)(1);
however, the Company's failure for any reason whatsoever to
comply with such requirements or with any other requirements of
Rule 16b-3, and any resultant unavailability of Rule 16b-3(e) to
Optionees shall not impose any liability on the Company to any
Optionee or any other party.
9.8 To the extent required by Rule 16b-3(e) under the
Exchange Act or otherwise provided in the Agreement, the
Committee shall have sole discretion to consent to or disapprove
the election of any Optionee to receive cash in full or partial
settlement of a Performance Unit. In cases where an election of
settlement in cash must be consented to by the Committee, the
Committee may consent to, or disapprove, such election at any
time after such election, or within such period for taking action
as is specified in the election, and failure to give consent
shall be disapproval. Consent may be given in whole or as to a
portion of the Performance Unit surrendered by the Optionee. If
the election to receive cash is disapproved in whole or in part,
the Performance Unit shall be deemed to have been exercised for
Shares, or, if so specified in the notice of exercise and
election, not to have been exercised to the extent the election
to receive cash is disapproved.
9.9 The maximum number of Shares that may be paid to any
Employee pursuant to the exercise of Performance Units shall not
exceed 200,000 Shares. For purposes of the preceding sentence,
any Performance Units paid in the form of cash shall be deemed to
have been paid in Shares, with the number of Shares being deemed
paid equal to the amount of cash paid to the Employee divided by
the Fair Market Value of a Share on the date of payment.
10. Exercise
10.1 An Option, Right or Performance Unit may, subject to
the provisions of the Agreement under which it was granted, be
exercised in whole or in part by the delivery to the Company of
written notice of the exercise, in such form as the Committee may
prescribe, accompanied, in the case of an Option, by full payment
for the Shares with respect to which the Option is exercised,
unless and to the extent that the Committee agreed in the
Agreement in which an Option was granted to accept a promissory
note as provided in Section 10.2 hereof.
10.2 To the extent permitted by applicable law, the
Committee may agree in the Agreement in which an Option is
granted to an Employee to accept as partial payment for the
Shares a promissory note of the Optionee evidencing his or her
obligation to make future cash payment thereof; provided,
however, that in no event may the Committee accept a promissory
note for an amount in excess of the difference between the
aggregate Option Price and the par value of the Shares.
Promissory notes made pursuant to this Section 10.2 shall be
payable as determined by the Committee, shall be secured by a
pledge of the Shares and shall bear interest at a rate fixed by
the Committee.
11. Non-transferability
Unless otherwise provided in the Agreement respecting the
grant or award, Options, Rights, Performance Units and Incentive
Shares granted or awarded under the Plan shall not be
transferable otherwise than (A) by will or the laws of descent
and distribution, or (B) except in the case of an Incentive Stock
Option, pursuant to a qualified domestic relations order as
defined in Section 414(p) of the Code, and an Option, Right or
Performance Unit may be exercised during his or her lifetime only
by the Optionee or, in the event of his or her legal disability,
by his or her legal representative. A Related Right or Related
Performance Unit is transferable only when the Related Option is
transferable and only with the Related Option and under the same
conditions.
12. Restricted Stock Awards
12.1 The Committee is hereby authorized to award Shares of
Restricted Stock to Employees, including Employee Directors.
12.2 Restricted Stock awards under the Plan shall consist of
Shares that are restricted against transfer, subject to
forfeiture, and subject to such other terms and conditions
intended to further the purposes of the Plan as may be determined
by the Committee. Such terms and conditions may provide, in the
discretion of the Committee, for the vesting of such awards to be
contingent upon the achievement of one or more Performance Goals.
12.3 Restricted Stock awards shall be evidenced by
Agreements containing provisions setting forth the terms and
conditions governing such awards. Each such agreement shall
contain the following:
(a) prohibitions against the sale, assignment,
transfer, exchange, pledge, hypothecation, or other encumbrance
of (i) the Shares awarded as Restricted Stock under the Plan,
(ii) the right to vote the Shares, or (iii) the right to receive
dividends thereon in each case during the restriction period
applicable to the Shares; provided, however, that the Grantee
shall have all the other rights of a shareholder including, but
not limited to, the right to receive dividends and the right to
vote the Shares;
(b) at least one term, condition or restriction
constituting a "substantial risk of forfeiture" as defined in
Section 83(c) of the Code;
(c) such other terms, conditions and restrictions as
the Committee in its discretion may specify (including, without
limitation, provisions creating additional substantial risks of
forfeiture);
(d) a requirement that each certificate representing
Shares of Restricted Stock shall be deposited with the Company,
or its designee, and shall bear the following legend:
"This certificate and the shares of stock
represented hereby are subject to the terms
and conditions (including the risks of
forfeiture and restrictions against transfer)
contained in THE KROGER CO. 1994 Long-Term
Incentive Plan and an Agreement entered into
between the registered owner and The
Kroger Co. Release from such terms and
conditions shall be made only in accordance
with the provisions of the Plan and the
Agreement, a copy of each of which is on file
in the office of the Secretary of The
Kroger Co.
(e) the applicable period or periods of any terms,
conditions or restrictions applicable to the Restricted Stock,
provided, however, that the Committee in its discretion may
accelerate the expiration of the applicable restriction period
with respect to any part or all of the Shares awarded to a
Grantee; and
(f) the terms and conditions upon which any
restrictions upon Shares of Restricted Stock awarded under the
Plan shall lapse and new certificates free of the foregoing
legend shall be issued to the Grantee or his or her legal
representative.
12.4 The Committee may include in an Agreement a requirement
that in the event of a Grantee's termination of employment for
any reason prior to the lapse of restrictions, all Shares of
Restricted Stock shall be forfeited by the Grantee to the Company
without payment of any consideration by the Company, and neither
the Grantee nor any successors, heirs, assigns or personal
representatives of the Grantee shall thereafter have any further
rights or interest in the Shares or certificates.
12.5 The maximum number of Shares of Restricted Stock that
my be awarded to any Employee under this Plan during its term is
200,000 Shares.
13. Incentive Share Awards
13.1 The Committee is hereby authorized to award Incentive
Shares to Employees, including Employee Directors.
13.2 Incentive Shares shall be Shares that shall be issued
at such times, subject to achievement of such Performance Goals
or other goals and on such other terms and conditions as the
Committee shall deem appropriate and specify in the Agreement
relating thereto.
13.3 The maximum number of Shares of Incentive Shares that
may be awarded to any Employee under this Plan during its term is
200,000 Shares.
14. Capital Adjustments
The number and class of Shares subject to each outstanding
Option, Right or Performance Unit or Restricted Stock or
Incentive Share award, the Option Price and the aggregate number
and class of Shares for which grants or awards thereafter may be
made shall be subject to such adjustment, if any, as the
Committee in its sole discretion deems appropriate to reflect
such events as stock dividends, stock splits, adoption of stock
rights plans, recapitalizations, mergers, consolidations or
reorganizations of or by the Company. The adjustments made with
respect to Stock Options granted pursuant to Article 6 hereof
shall be equivalent to the treatment accorded to the holders of
Common Stock.
15. Termination or Amendment
The Board shall have the power to terminate the Plan and to
amend it in any respect, provided that, after the Plan has been
approved by the shareholders of the Company, the Board may not,
without the approval of the shareholders of the Company if such
approval is then required by applicable law or in order for the
Plan to continue to satisfy the requirements of Rule 16b-3 under
the Exchange Act, amend the Plan so as to increase the number of
Shares that may be issued under the Plan (except as provided in
Article 14), to modify materially the requirements as to
eligibility for participation in the Plan, to change the class of
persons eligible to receive Incentive Stock Options, or to
increase materially the benefits accruing to participants under
the Plan. No termination or amendment of the Plan shall, without
his or her consent, adversely affect the rights or obligations of
any Optionee or Grantee with respect to any outstanding grants or
awards hereunder. No amendment to Article 6 shall be made more
often than once every six months other than to comport with
changes to the Code, the Employee Retirement Income Security Act,
or the rules and regulations thereunder.
16. Modification, Extension and Renewal of Options, Rights,
Performance Units, Restricted Stock and Incentive Shares
Subject to the terms and conditions and within the
limitations of the Plan, the Committee may modify, extend or
renew outstanding Options, Rights and Performance Units, or
accept the surrender of outstanding options, rights and
performance units (to the extent not theretofore exercised)
granted under the Plan or under any other plan of the Company, a
Subsidiary or a company or similar entity acquired by the Company
or a Subsidiary, and authorize the granting of new Options,
Rights and Performance Units pursuant to the Plan in substitution
therefor (to the extent not theretofore exercised), and the
substituted Options, Rights and Performance Units may specify a
lower exercise price than the surrendered options, rights and
performance units, a longer term than the surrendered options,
rights and performance units or have any other provisions that
are authorized by the Plan. Subject to the terms and conditions
and within the limitations of the Plan, the Committee may modify
the terms of any outstanding Agreement providing for awards of
Restricted Stock or Incentive Shares. Notwithstanding the
foregoing, however, no modification of an Option, Right or
Performance Unit granted under the Plan, or an award of
Restricted Stock or Incentive Shares, shall, without the consent
of the Optionee or Grantee, alter or impair any of the Optionee's
or Grantee's rights or obligations.
17. Effectiveness of the Plan
The Plan and any amendments requiring shareholder approval
pursuant to Article 15 are subject to approval by vote of the
shareholders of the Company within 12 months after their adoption
by the Board. Subject to that approval, the Plan and any
amendments are effective on the date on which they are adopted by
the Board. Options, Rights, Performance Units, Restricted Stock
and Incentive Shares may be granted or awarded prior to
shareholder approval of the Plan or amendments, but each such
Option, Right, Performance Unit, Restricted Stock or Incentive
Share grant or award shall be subject to the approval of the Plan
or amendments by the shareholders. Except to the extent required
to satisfy the requirements of Rule 16b-3 under the Exchange Act,
the date on which any Option, Right, Performance Unit, Restricted
Stock or Incentive Shares granted or awarded prior to shareholder
approval of the Plan or amendment is granted or awarded shall be
the Date of Grant for all purposes as if the Option, Right,
Performance Unit, Restricted Stock or Incentive Shares had not
been subject to approval. No Option, Right or Performance Unit
may be exercised prior to such shareholder approval, and any
Restricted Stock or Incentive Shares awarded shall be forfeited
if such shareholder approval is not obtained.
<PAGE>
18. Term of the Plan
Unless sooner terminated by the Board pursuant to Article
15, the Plan shall terminate on the date ten years after its
adoption by the Board, and no Options, Rights, Performance Units,
Restricted Stock or Incentive Shares may be granted or awarded
after termination. The termination shall not affect the validity
of any Option, Right, Performance Unit, Restricted Stock or
Incentive Shares outstanding on the date of termination.
19. Indemnification of Committee
In addition to such other rights of indemnification as they
may have as Directors or as members of the Committee, the members
of the Committee shall be indemnified by the Company against the
reasonable expenses, including attorneys' fees, actually and
reasonably incurred in connection with the defense of any action,
suit or proceeding, or in connection with any appeal therein, to
which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or
any Option, Right, Performance Unit, Restricted Stock or
Incentive Shares granted or awarded hereunder, and against all
amounts reasonably paid by them in settlement thereof or paid by
them in satisfaction of a judgment in any such action, suit or
proceeding, if such members acted in good faith and in a manner
which they believed to be in, and not opposed to, the best
interests of the Company.
20. General Provisions
20.1 The establishment of the Plan shall not confer upon any
Employee or Director any legal or equitable right against the
Company, any Subsidiary or the Committee, except as expressly
provided in the Plan.
20.2 The Plan does not constitute inducement or
consideration for the employment of any Employee or the service
of any Director, nor is it a contract between the Company or any
Subsidiary and any Employee or Director. Participation in the
Plan, or the receipt of a grant or award hereunder, shall not
give an Employee or Director any right to be retained in the
service of the Company or any Subsidiary.
20.3 The Company and its Subsidiaries may assume options,
warrants, or rights to purchase stock issued or granted by other
corporations whose stock or assets shall be acquired by the
Company or its Subsidiaries, or which shall be merged into or
consolidated with the Company. Neither the adoption of this
Plan, nor its submission to the shareholders, shall be taken to
impose any limitations on the powers of the Company or its
affiliates to issue, grant, or assume options, warrants, rights,
or restricted stock, otherwise than under this Plan, or to adopt
other long-term incentive plans or to impose any requirement of
shareholder approval upon the same.
20.4 The interests of any Employee or Director under the
Plan are not subject to the claims of creditors and may not, in
any way, be assigned, alienated or encumbered except as provided
in Article 11.
20.5 The Plan shall be governed, construed and administered
in accordance with the laws of Ohio and the intention of the
Company that Incentive Stock Options granted under the Plan
qualify as such under Section 422 of the Code.
EXHIBIT 5
THE KROGER CO.
1014 Vine Street
Cincinnati, OH 45202
May 23, 1994
Board of Directors
The Kroger Co.
1014 Vine Street
Cincinnati, OH 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 8,000,000 shares of its
Common Stock (the "Securities") pursuant to The Kroger Co. 1994
Long-Term Incentive 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 this registration
statement of The Kroger Co. on Form S-8 of our report, which
includes an explanatory paragraph for the change in accounting
for postretirement 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 under the caption
"Experts".
(Coopers & Lybrand)
COOPERS & LYBRAND
Cincinnati, Ohio
May 23, 1994
EXHIBIT 24
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, do hereby certify that the
following is a true and exact copy of a resolution adopted by
the Board of Directors of The Kroger Co. at a regular meeting
held on December 3, 1993, at which meeting a quorum was
present and I further certify that said resolution remains in
full force and effect.
RESOLVED, That The Kroger Co. 1994 Long-Term Incentive Plan
(the "Plan"), in substantially the form presented to this
meeting with such changes as the officers of the Company
shall, upon advice of counsel, approve, shall be, and the
same hereby is, approved and adopted, subject to approval by
the holders of a majority of the Company's Common Stock
represented at the Annual Shareholders Meeting to be held on
May 19, 1994; and further
RESOLVED, That in the event of the approval of the Plan by
the shareholders, the Plan shall become effective forthwith
after such approval, and the officers of the Company shall
be authorized to issue shares of Common Stock of the Company
pursuant to the Plan; and further
RESOLVED, That the officers of the Company be, and they
hereby are, authorized to execute a Registration Statement
for the Plan on behalf of the Company on Form S-8 (the
"Registration Statement"), for the purpose of registering
the Plan under the Securities Act of 1933 and to file the
same with the Securities and Exchange Commission in the form
the officers executing the same 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 Heldman and Bruce M. Gack, or either 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 Heldman, Vice President, Secretary and
General Counsel of this Company, whose address is 1014 Vine
Street, Cincinnati, Ohio, be and he hereby 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 be, and they
hereby are, authorized to list the 8,000,000 shares of
Common Stock subject to the Plan with the New York Stock
Exchange and to take any and all actions, and prepare,
execute, and file any and all applications, documents,
reports, exhibits, agreements, and other papers, including
an indemnity agreement relating to the use of facsimile
signatures in the execution of the 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 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 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 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 all such
further acts and things, to prepare, execute and deliver
and, where necessary or appropriate, file with the
appropriate governmental authorities, all such certificates,
contracts, agreements, registration statements, documents,
applications, instruments, or other papers, as in their
judgment, or in the judgment of any of them shall be
necessary or appropriate to carry out, comply with and
effectuate the purposes and intents 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 corporation on the 23rd day of May, 1994.
(Bruce M. Gack)
----------------------------
Bruce M. Gack
Assistant Secretary
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 granting, awarding, or selling of any such stock to the
employees and directors of the Company or its subsidiaries
pursuant to the Company's 1994 Long-Term Incentive 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) February 10, 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 granting, awarding, or selling of any such stock to the
employees and directors of the Company or its subsidiaries
pursuant to the Company's 1994 Long-Term Incentive 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) February 10, 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 granting, awarding, or selling of any such stock to the
employees and directors of the Company or its subsidiaries
pursuant to the Company's 1994 Long-Term Incentive 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) February 10, 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 granting, awarding, or selling of any such stock to the
employees and directors of the Company or its subsidiaries
pursuant to the Company's 1994 Long-Term Incentive 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) February 10, 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 granting, awarding, or
selling of any such stock to the employees and directors of the
Company or its subsidiaries pursuant to the Company's 1994 Long-Term
Incentive 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 10th day of February, 1994.
(John L. Clendenin) (Martha R. Seger)
(Reuben V. Anderson) (Raymond B. Carey, Jr.)
(T. Ballard Morton, Jr.) (John D. Ong)
(Lyle Everingham)
(Joseph A. Pichler)
(Richard L. Bere)
(Thomas H. O'Leary)
