As filed with the Securities and Exchange
Commission on September 12, 1996
Registration No. 333-________
---------------------
------------------
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 -----------
incorporation or organization (I.R.S. Employer
Identification No.)
1014 Vine Street, Cincinnati, Ohio 45202
----------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
The Kroger Co. Savings 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)
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title Of Amount Offering Aggregate Amount of
Securities To To be Price Offering Registration
Be Registered Registered Per Share<F1> Price<F1> Fee
<S> <C> <C> <C> <C>
Common Stock 6,000,000 $42.1875 $253,125,000 $87,284.48
$1 Par Value shares<F2>
Common Stock
Purchase Rights <F3> <F3> <F3> <F3>
- -------------------------------------------
</TABLE>
[FN]
<F1> 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 6, 1996, 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.
-------
<F2> Pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate
amount of plan interests to be offered or sold pursuant
to the employee benefit plan described herein.
<F3> Common Stock Purchase Rights will be issued in a number
equal to the shares of Common Stock to be issued for no
additional consideration and therefore no registration
fee is required. Prior to the occurrence of certain
events, the Common Stock Purchase Rights will not be
exercisable or evidenced separately from the Common
Stock.
-------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The Registrant is registering additional securities under the
Plan covered hereby for which a Registration Statement on Form
S-8, bearing Registration No. 33-29640, currently is
effective, and therefore, pursuant to General Instruction E.
of Form S-8, the Registrant elects to incorporate by reference
the contents of such Registration Statement which constitute
information required in the Registration Statement.
<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 September 12, 1996.
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 12, 1996.
Signature Title
- --------- ------
* Group Vice President and
- ------------------ Chief Financial Officer
W. Rodney McMullen (principal financial officer)
* Vice President and
- -------------------- Corporate Controller
J. Michael Schlotman (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
David B. Dillon
* Director
- ---------------------
Reuben V. Anderson
* Director
- ---------------------
Raymond B. Carey, Jr.
* Director
- ---------------------
John L. Clendenin
Director
- ----------------------
Richard W. Dillon
* Director
- ----------------------
John T. LaMacchia
* Director
- ----------------------
Edward M. Liddy
* 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 5.1 Opinion of Paul W. Heldman, Esquire, including
his consent. Filed herewith.
Exhibit 5.2 IRS Determination Letter. Filed herewith.
Exhibit 23.1 Consent of Coopers & Lybrand, LLP, 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.
<PAGE>
Exhibit 5.1
THE KROGER CO.
Cincinnati, OH 45202
Paul W. Heldman
Vice President, Secretary
and General Counsel
September 12, 1996
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 6,000,000 shares of
its Common Stock and a like number of Common Stock Purchase
Rights pursuant to the Company's Warrant Dividend Plan (the
"Securities") along with an indeterminate number of interests
of participation pursuant to The Kroger Co. Savings 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 and interests of participation 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:
(i) when the Securities are issued pursuant to the Plan, they
will be duly authorized, validly issued and outstanding, fully
paid and non-assessable;
(ii) when issued pursuant to the Plan, the interests of
participation will be validly issued;
(iii) certain plan amendments since December 31, 1994, as of
which date a Determination Letter was issued by the Internal
Revenue Service regarding the Plan, comply with the technical
provisions of the Employee Retirement Income Security Act of
1974, as amended (hereinafter "ERISA") and the Internal
Revenue Code of 1986, as amended (hereinafter the "Code")
pertaining to the Plan, although it should be noted that
whether any plan qualifies under the Code is a question based
upon factual considerations prevailing at any given time.
While this opinion is not binding upon any governmental
agency, I believe the Internal Revenue Service would act
favorably upon submission of the Plan with a request for a
determination letter to the same effect as this opinion. I
note that the Internal Revenue Service may require that
modifications be made to the Plan. The Company, however, has
expressly reserved the right in the Plan to make such
modifications to the Plan as are required to obtain receipt of
a favorable determination letter from the Internal Revenue
Service.
This opinion is based upon the Plan as it is now designed and
drafted and upon the provisions of ERISA, the Code,
governmental regulations and judicial authorities in effect as
at the date of this opinion letter, any of which may change in
the future with retroactive effect.
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 and interests of participation offered thereby
on behalf of the Company.
Very truly yours,
(Paul W. Heldman)
PAUL W. HELDMAN
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
registration statement of The Kroger Co. (the "Company") on
Form S-8 of our report, which includes an explanatory
paragraph regarding the Company's change in its method of
accounting for postretirement benefit costs other than
pensions as of January 3, 1993, dated January 24, 1996, on our
audits of the consolidated financial statements and financial
statement schedules of the Company as of December 30, 1995 and
December 31, 1994, and for the years ended December 30, 1995,
December 31, 1994, and Janaury 1, 1994, which report is
included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 30, 1995. We also consent to the
reference to our Firm under the caption "Experts".
(Coopers & Lybrand L.L.P.)
Coopers & Lybrand L.L.P.
Cincinnati, Ohio
September 11, 1996
<PAGE>
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 along with a like number of Common Stock
Purchase Rights pursuant to the Company's Warrant Dividend
Plan and an indeterminate number of plan interests associated
therewith with respect to the selling of any such stock to the
employees of the Company or its subsidiaries pursuant to The
Kroger Co. Savings 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 12, 1996
- -----------------------------------
Joseph A. Pichler
Chairman and Chief Executive Officer
& Director
<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 along with a like number of Common Stock
Purchase Rights pursuant to the Company's Warrant Dividend
Plan and an indeterminate number of plan interests associated
therewith with respect to the selling of any such stock to the
employees of the Company or its subsidiaries pursuant to The
Kroger Co. Savings 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.
(W. Rodney McMullen) September 12, 1996
- --------------------------
W. Rodney McMullen
Group Vice President &
Chief Financial Officer
<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 along with a like number of Common Stock
Purchase Rights pursuant to the Company's Warrant Dividend
Plan and an indeterminate number of plan interests associated
therewith with respect to the selling of any such stock to the
employees of the Company or its subsidiaries pursuant to The
Kroger Co. Savings 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.
(J. Michael Schlotman) September 12, 1996
- ---------------------------------
J. Michael Schlotman
Vice President and Corporate Controller
<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 along with a like number of Common Stock
Purchase Rights pursuant to the Company's Warrant Dividend
Plan and an indeterminate number of plan interests associated
therewith with respect to the selling of any such stock to the
employees of the Company or its subsidiaries pursuant to The
Kroger Co. Savings 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.
(David B. Dillon) September 12, 1996
- ----------------------------
David B. Dillon
President, Chief Operating Officer,
and Director
<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 along with a like number of Common Stock
Purchase Rights pursuant to the Company's Warrant Dividend
Plan and an indeterminate number of plan interests associated
therewith with respect to the selling of any such stock to the
employees of the Company or its subsidiaries pursuant to The
Kroger Co. Savings 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, the undersigned directors have hereunto
set their hands and seals, as of the 12th day of September,
1996.
(Raymond B. Carey, Jr.) (John T. LaMacchia)
- ---------------------------- ------------------------
(Katherine D. Ortega) (James D. Woods)
- ----------------------------- -------------------------
(John L. Clendenin) (Reuben V. Anderson)
- ----------------------------- -------------------------
(T. Ballard Morton, Jr.) (Martha R. Seger)
- ----------------------------- -------------------------
(Patricia S. Longe) (David B. Dillon)
- ----------------------------- -------------------------
(Joseph A. Pichler)
- -----------------------------
(Thomas H. O'Leary)
- -----------------------------
(Edward M. Liddy)
- -----------------------------
<PAGE>
RESOLUTION
-------------
WHEREAS, The Kroger Co. Savings Plan (the "Kroger Plan") was
previously adopted by the Board of Directors of this Company
on November 30, 1984, and the Dillon Companies, Inc. Employee
Stock Ownership and Savings Plan (the "Dillon Plan") was
previously adopted by the Board of Directors of Dillon
Companies, Inc. on June 3, 1987 (together, the "Plans"); and
WHEREAS, the Company desires to register 6,000,000 additional
shares of common stock and an indeterminate amount of plan
interests associated therewith under the Kroger Plan and
2,000,000 additional shares of common stock and an
indeterminate amount of plan interests associated therewith
under the Dillon Plan; now, therefore,
RESOLVED, That the officers of the Company be, and they hereby
are, authorized to execute Registration Statements for the
Plans on behalf of the Company on Form S-8 (the "Registration
Statements"), for the purpose of registering 6,000,000
additional shares and accompanying plan interests under the
Kroger Plan and 2,000,000 additional shares and accompanying
plan interests under the Dillon Plan 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 Statements, 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 Statements 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
Statements, and authorized to receive notices and
communications, with respect to the registration under the
Securities Act of 1933, as amended, of the proposed issues of
the aforesaid shares of Common Stock and the plan interests
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 shares of Common Stock subject to
the Plans, along with an equal number of rights under the
Company's Warrant Dividend 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, including such changes to or
restatements of the prospectus for the Kroger Plan as may be
necessary or desirable in the judgment of the officers, upon
advice of counsel.
<PAGE>
Exhibit 5.2
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P.O. BOX 2508
CINCINNATI, OH 45201
Employer Identification Number:
Date: JAN 18 1996 31-0345740
DLN:
THE KROGER CO. 315087003
C/0 WILLIAM M. FREEDMAN, ESQ. Person to Contact:
DINSMORE & SHOHL STEVEN C. NIEBERDING
1900 CHEMED CENTER, 255 EAST FIFTH Contact Telephone Number:
CINCINNATI, OH 45202 (513) 684-3866
Plan Name:
THE KROGER CO. SAVINGS PLAN
Plan Number: 004
Dear Applicant:
We have made a favorable determination on your plan,
identified above, based on the information supplied. Please
keep this letter in your permanent records.
Continued qualification of the plan under its present
form will depend on its effect in operation. (See section
1.401-1(b)(3) of the Income Tax Regulations.) We will review
the status of the plan in operation periodically.
The enclosed document explains the significance of this
favorable determination letter, points out some features that
may affect the qualified status of your employee retirement
plan, and provides information on the reporting requirements
for your plan. It also describes some events that
automatically nullify it. It is very important that you read
the publication.
This letter relates only to the status of your plan under
the Internal Revenue Code. It is not a determination
regarding the effect of other federal or local statutes.
This determination is subject to your adoption of the
proposed amendments submitted in your letter dated December
20, 1995. The proposed amendments should be adopted on or
before the date prescribed by the regulations under Code
section 401(b).
This determination letter is applicable for the
amendment(s) adopted on December 31, 1994.
This plan has been mandatorily disaggregated,
permissively aggregated, or restructured to satisfy the
nondiscrimination requirements.
This plan satisfies the nondiscrimination in amount
requirement of section 1.401(a)(4)-1(b)(2) of the regulations
on the basis of a design-based safe harbor described in the
regulations.
This letter is issued under Rev. Proc. 93-39 and
considers the amendments required by the Tax Reform Act of
1986 except as otherwise specified in this letter.
This plan satisfies the nondiscriminatory current
availability requirements of section 1.401(a)(4)-4(b) of the
regulations with respect to those benefits, rights, and
features that are currently available to all employees in the
plan's coverage group. For this purpose, the plan's coverage
group consists of those employees treated as currently
benefiting for purposes of demonstrating that the plan
satisfies the minimum coverage requirements of section 410(b)
of the Code.
This plan also satisfies the requirements of section
1.401(a)(4)-4(b) of the regulations with respect to the
specific benefits, rights, or features for which you have
provided information.
This letter may not be relied upon with respect to
whether the plan satisfies the qualification requirements as
amended by the Uruguay Round Agreements Act, Pub. L. 103-465.
We have sent a copy of this letter to your representative
as indicated in the power of attorney.
If you have questions concerning this matter, please
contact the person whose name and telephone number are shown
above.
Sincerely yours,
(C. Ashley Bullard)
C. Ashley Bullard
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
