<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 17, 1996.
REGISTRATION NO. 333-06763
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
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
(513) 762-4000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
PAUL W. HELDMAN, ESQ.
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
THE KROGER CO.
1014 VINE STREET
CINCINNATI, OHIO 45202
(513) 762-4000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT CONTAINS A PROSPECTUS THAT ALSO RELATES TO $100,000,000
OF DEBT SECURITIES REGISTERED UNDER REGISTRATION STATEMENT NO. 33-60946, AND
TO $244,226,000 OF DEBT SECURITIES REGISTERED UNDER REGISTRATION STATEMENT NO.
33-64192.
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<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS POST-EFFECTIVE
AMENDMENT NO. 1 TO REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF CINCINNATI, STATE OF
OHIO, ON JULY 17, 1996.
The Kroger Co.
/s/ Bruce M. Gack
By____________________________________
BRUCE M. GACK ASSISTANT SECRETARY
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST-
EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED.
SIGNATURES TITLE
*/s/ Reuben V. Anderson Director
- -------------------------------------
REUBEN V. ANDERSON
*/s/ Raymond B. Carey, Jr. Director
- -------------------------------------
RAYMOND B. CAREY, JR.
*/s/ John L. Clendenin Director
- -------------------------------------
JOHN L. CLENDENIN
*/s/ David B. Dillon Director, President
- ------------------------------------- and
DAVID B. DILLON Chief Operating
Officer
*/s/ Richard W. Dillon Director
- -------------------------------------
RICHARD W. DILLON
*/s/ John T. LaMacchia Director
- -------------------------------------
JOHN T. LAMACCHIA
*/s/ Edward M. Liddy Director
- -------------------------------------
EDWARD M. LIDDY
*/s/ Patricia Shontz Longe Director
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PATRICIA SHONTZ LONGE
II-3
<PAGE>
SIGNATURES TITLE
*/s/ W. Rodney McMullen Group Vice President
- ------------------------------------- and Chief Financial
W. RODNEY MCMULLEN Officer
*/s/ T. Ballard Morton, Jr. Director
- -------------------------------------
T. BALLARD MORTON, JR.
*/s/ Thomas H. O'Leary Director
- -------------------------------------
THOMAS H. O'LEARY
*/s/ John D. Ong Director
- -------------------------------------
JOHN D. ONG
*/s/ Katherine D. Ortega Director
- -------------------------------------
KATHERINE D. ORTEGA
*/s/ Joseph A. Pichler Chairman of the
- ------------------------------------- Board of Directors,
JOSEPH A. PICHLER Chief Executive
Officer, and
Director
*/s/ J. Michael Schlotman Vice President and
- ------------------------------------- Corporate
J. MICHAEL SCHLOTMAN Controller--
Principal
Accounting Officer
Director
- -------------------------------------
MARTHA ROMAYNE SEGER
Director
- -------------------------------------
JAMES D. WOODS
/s/ Bruce M. Gack July 17, 1996
*By _________________________________
BRUCE M. GACK AS ATTORNEY-IN-FACT
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<C> <S> <C>
*1.1 Form of Underwriting Agreement.
*4.1 Amended Articles of Incorporation and Regulations of the Company
are hereby incorporated by reference to Exhibits 4.1 and 4.2 of
the Company'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.
*4.2 Form of Senior Indenture (including form of securities) relating
to the Senior Debt Securities.
*4.3 Form of Subordinated Indenture (including form of securities)
relating to the Subordinated Debt Securities.
*5.1 Opinion of Paul W. Heldman, Esq., including his consent.
*12.1 Computation of Ratio of Earnings to Fixed Charges incorporated
by reference to the Company's Quarterly Report on Form 10-Q for
the quarter ended March 23, 1996.
*23.1 Consent of Coopers & Lybrand L.L.P.
*23.2 Consent of Paul W. Heldman, Esq., included in Exhibit 5.1 filed
herewith.
*24.1 Powers of Attorney.
25.1 Statement of Eligibility on Form T-1.
</TABLE>
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*Previously filed.
<PAGE>
EXHIBIT 25.1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
FORM T-1
Statement of Eligibility under the Trust
Indenture Act of 1939 of a Corporation
Designated to Act as Trustee
Check if an Application to determine eligibility of a Trustee pursuant to
Section 305(b)(2) x
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COMERICA BANK
(Exact name of trustee as specified in its charter)
Michigan 38-0477375
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification No.)
One Detroit Center 48226
Detroit, Michigan (Zip Code)
(Address of principal executive offices)
----------------------------------------
The Kroger Co.
(Exact name of Obligor as specified in its charter)
Ohio 31-0345740
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification No.)
1014 Vine Street 45202-1100
Cincinnati, Ohio (Zip Code)
(Address of principal executive offices)
----------------------------------------
Senior Notes Due 2006
(Title of indenture securities)
================================================================================
<PAGE>
GENERAL
ITEM 1. GENERAL INFORMATION
Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
State of Michigan Financial Institutions Bureau, Lansing, Michigan;
Federal Deposit Insurance Corporation, Washington, D.C.;
Board of Governors of the Federal Reserve System, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the Obligor is an affiliate of the Trustee, describe each such
affiliation.
None.
ITEM 16. LIST OF EXHIBITS
List below all exhibits filed as a part of this statement of eligibility.
Exhibits identified in parenthesis below are incorporated herein by
reference.
EXHIBIT 1. A copy of the Articles of Incorporation of the Trustee as
now in effect.
EXHIBIT 2. A copy of the certificate of authority of the Trustee to
commence business, if not contained in the Articles of Incorporation.
(Exhibit 2 to Form T-1 filed as Exhibit 26 to Form S-3 filed by ANR
Pipeline Company on September 23, 1993 Registration No. 33-50375)
EXHIBIT 3. Not applicable.
EXHIBIT 4. A copy of the existing By-Laws of the Trustee, or
instruments corresponding thereto. (Exhibit 4 to Form T-1 filed as
Exhibit 25.1 to Form S-3 filed by AMRESCO, Inc. on July 1, 1996
Registration No. 333-6031)
EXHIBIT 5. Not applicable.
EXHIBIT 6. The consent of the Trustee, required by Section 321(b) of
the Act.
EXHIBIT 7. A copy of the latest report of condition of the Trustee
published pursuant to law or the requirements of its supervising or
examining authority. (Exhibit 7 to Form T-1 filed as Exhibit 25.1 to
Form S-3 filed by AMRESCO, Inc. on July 1, 1996 Registration No. 333-
6031)
<PAGE>
EXHIBIT 8. Not Applicable.
EXHIBIT 9. Not Applicable.
---------------------------------------
NOTE
In accordance with General Instruction B, since the Obligor is
not in default on any securities issued under indentures under which
the applicant is trustee, responses to Items 3 through 15 have not
been provided.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939,
the Trustee, Comerica Bank, a Michigan banking corporation, has duly
caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Detroit and
the State of Michigan on the 16th day of July, 1996.
COMERICA BANK
By: /s/ Marilyn A. Karam
---------------------------
Marilyn A.Karam
Vice President
<PAGE>
EXHIBIT 1
I, Gary K. Mielock, Deputy Commissioner, do hereby certify that the attached is
a true and correct copy of the
CERTIFICATE OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
Amendment to Restate the Articles of Incorporation
COMERICA BANK
DETROIT, MICHIGAN
Under Chapter 3 of the Banking
Code of 1969
Approved by the Commissioner, Financial Institutions Bureau, Department of
Consumer and Industry Services, State of Michigan, June 13, 1996.
Filed and entered this 13th day of June, 1996.
Effective June 13, 1996.
/s/ Gary K. Mielock
-------------------
Gary K. Mielock
Deputy Commissioner
<PAGE>
MAY, 1996
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
COMERICA BANK
FIRST
-----
The name assumed by the bank shall be Comerica Bank.
SECOND
------
The bank's principal office for the transaction of business shall be in the city
of Detroit, County of Wayne, State of Michigan.
THIRD
-----
The purpose of the bank is to engage in the commercial banking business and any
other lawful activities which are not, by applicable laws or regulations,
prohibited to a commercial bank.
FOURTH
------
The amount of Capital Stock of the bank shall be 5,852,732 shares of Common
Stock of the par value of $10.00 each.
FIFTH
-----
The corporate term of the bank shall be perpetual.
SIXTH
-----
A director of the bank shall not be personally liable to the bank or its
shareholders for monetary damages for a breach of the director's fiduciary duty,
except that this provision does not eliminate or limit the liability of a
director for any of the following: (i) a breach of the director's duty of
loyalty to the bank or its shareholders; (ii) acts or omissions not in good
faith or that involve intentional misconduct or a knowing violation of law;
(iii) a violation of Section 43 of the Michigan Banking Code of 1969, as
amended; (iv) a transaction from which the director derived an improper personal
benefit; or (v) an act or omission occurring before January 1, 1989.
Any repeal or amendment of this Article VI by the shareholders of the bank shall
be prospective only and shall not adversely affect any limitation on the
personal liability of a director of the bank arising from an act or omission
occurring prior to the time of the repeal or amendment. In addition to the
circumstances in which a director of the bank is not personally liable as set
forth in the foregoing provision of this Article VI, a director shall not be
liable to the bank or its shareholders to such further extent as permitted by
any law hereafter enacted, including without limitation any subsequent amendment
to the Michigan Banking Code of 1969.
<PAGE>
EXHIBIT 1
IN WITNESS WHEREOF, Comerica Bank has caused these Amended and Restated Articles
of Incorporation to be signed by Eugene A. Miller, its Chairman of the Board of
Directors, and attested by Thomas W. Early, its Cashier and Assistant Corporate
Secretary of the Board of Directors, this 28th day of May, 1996.
(SEAL) COMERICA BANK
/s/ Eugene A. Miller /s/ Thomas W. Early
- -------------------------- ----------------------------
Eugene A. Miller Thomas W. Early
Chairman of the Board of Directors Cashier and Assistant Corporate
Secretary to the Board of Directors
On May 28, 1996, before me a Notary Public, personally appeared the above
persons, to me known to be the same persons described herein and who executed
the within instrument and acknowledged the same to be their free act and deed.
/s/ Cheryl Hinz Sudney
----------------------------
(NOTARY SEAL) ?????????, Notary Public
Wayne County, Michigan
My commission expires: 03/07/2000
<PAGE>
EXHIBIT 6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939 in connection with the proposed issue by The Kroger Co. of its Senior
Notes Due 2006, Comerica Bank hereby consents that reports of examinations of
federal, state, territorial or district authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request therefor.
COMERICA BANK
By: /s/ Marilyn A. Karam
---------------------------
Marilyn A. Karam
Vice President
Dated: July 16, 1996
