<PAGE> 1
Registration No. 333-66961
As filed with the Securities and Exchange Commission on July 28, 1999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT
NO. 2 ON FORM S-8
TO
FORM S-4
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 Identification No.)
incorporation or organization)
1014 VINE STREET, CINCINNATI, OHIO 45202
(Address of Principal Executive Offices) (Zip Code)
FRED MEYER, INC. 1997 STOCK INCENTIVE PLAN
(Full title of Plans)
PAUL W. HELDMAN
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
THE KROGER CO.
1014 VINE STREET
CINCINNATI, OHIO 45202
(Name and address of agent for service)
(513) 762-4000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Title of Securities to be Amount to be Price Per Share (1) Offering Price (1) Registration Fee (2)
Registered Registered
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<S> <C> <C> <C> <C>
Common Stock,
par value $1.00 per share 200,000 $27.1719 $5,434,380 $1,510.76
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Preferred Stock Purchase
Rights (3) (3) (3) (3)
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(Footnotes on next page)
</TABLE>
<PAGE> 2
(1) This Post Effect Amendment No. 2 registers the following shares:
<TABLE>
<CAPTION>
NAME OF PLAN NUMBER OF SHARES
<S> <C>
Fred Meyer, Inc. 1997 Stock Incentive Plan ............... 200,000
</TABLE>
The proposed maximum offering price per share and the proposed maximum
aggregate offering price were estimated solely for the purpose of calculating
the registration fee pursuant to Rule 457(h) under the Securities Act of 1933.
The estimated offering prices for the shares to be issued under the above listed
plans were calculated based on the weighted average exercise prices of
outstanding options granted under such plans may be exercised.
(2) Pursuant to the requirements of Rule 429(b) of the Securities Act of
1933, such amount represents a portion of the registration fee of
$115,352.28 remaining relating to 2,375,760 shares of Fred Meyer Common
Stock previously paid with the Registration Statement on Form S-4
(Registration No. 333-66961) (170,000,000 shares) to which this amendment
relates.
(3) Preferred Stock Purchase Rights 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 Preferred Stock
Purchase Rights will not be exercisable or evidenced separately from the
Common Stock.
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<PAGE> 3
PART I
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 on Form S-8 to Form S-4 relates to
200,000 shares of Common Stock that may be issued upon the exercise of options
granted under the Fred Meyer, Inc. 1997 Stock Incentive Plan (the "FMY Stock
Plan");
Pursuant to the Agreement and Plan of Merger dated October 18, 1998 by
and between The Kroger Co., ("Kroger") Fred Meyer, Inc. ("FMY"), and Jobsite
Holdings Inc., the following events among others, occurred:
(a) FMY was acquired by, and became a wholly-owned subsidiary of, The
Kroger Co.; and
(b) outstanding options to purchase shares of FMY common stock granted
under the FMY Stock Plan were converted into options to purchase shares of
Kroger Common Stock.
The documents containing information specified by Part I of this
Registration Statement have been or will be sent or given to, holders of options
granted under the FMY Stock Plans, as specified in Rule 428(b)(1) promulgated by
the Securities and Exchange Commission under the Securities Act. Such
document(s) are not required to be filed with the SEC but constitute (along with
the documents incorporated by reference into this Registration Statement
pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
References to "the Company" or the "Registrant" shall mean The Kroger
Co., an Ohio corporation.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference rooms in Washington, D.C., New York, NY and Chicago,
IL. Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings are also available to the public from the SEC's
web site at http://www.sec.gov. Reports, proxy and information statements and
other information concerning us can also be inspected at the offices of the New
York Stock Exchange, 20
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<PAGE> 4
Broad Street, New York, NY 10005.
The SEC allows us to "incorporate by reference" information into this
Registration Statement, which means that we can disclose important information
to you by referring you to another document filed separately with the SEC. The
information incorporated by reference is considered to be part of this
Registration Statement, and later information that we file with the SEC will
automatically update this Registration Statement. We incorporate by reference
the following documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the termination of the offering:
1. Annual Report on Form 10-K for the fiscal year ended January
2, 1999, as amended;
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;
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; and
4. The Joint Proxy Statement/Prospectus on Form S-4, dated March
8, 1999 and all amendments to the Form S-4.
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 in this
Registration Statement will be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement
contained in this Registration Statement or in any other subsequently
filed document which also is or is deemed to be incorporated by
reference in this Registration Statement modifies or supersedes such
statement. Any such statement so modified or superseded will 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.
The financial statements incorporated in this Registration Statement by
reference to the Annual Report on Form 10-K of The Kroger Co. for the
year ended January 2, 1999 have been so incorporated in reliance on the
report (which contains an explanatory paragraph relating to Kroger's
change in its application of the LIFO method of accounting for store
inventories as of December 28, 1997) of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts
in auditing and accounting.
The financial statements incorporated in this Registration Statement by
reference to the Current Report on Form 8-K dated May 10, 1999, have
been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
The supplemental consolidated financial statements incorporated in this
Registration Statement by reference to the Current Report on Form 8-K
dated May 28, 1999, have been so incorporated in reliance on the report
(which contains an explanatory paragraph that describes a change in
Kroger's application of the LIFO method of accounting for store
inventories and an explanatory paragraph that discloses that the
supplemental financial statements give retroactive effect to the merger
of The Kroger Co. and Fred Meyer, Inc. on May 27, 1999, which has been
accounted for as a pooling of interests) of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts
in auditing and accounting.
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<PAGE> 5
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 FMY Stock Plan, they will be
validly issued and outstanding, fully paid and nonassessable, has been
rendered by Paul W. Heldman, Esquire, Senior Vice President, Secretary and
General Counsel of Kroger. As of April 30, 1999, Mr. Heldman owned
approximately 29,137 shares of Kroger Common Stock and held options to
acquire 179,583 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
has served at the request of Kroger as a director, officer or employee of
another corporation (and his or her heirs, executors or administrators)
will 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.
The foregoing indemnification provisions are not exclusive of
any other rights to which any 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
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<PAGE> 6
provisions.
The Agreement and Plan of Merger, dated as of October 18, 1998 (the "Merger
Agreement"), among Kroger, Jobsite Holdings, Inc., a Delaware corporation and a
wholly owned subsidiary of the Registrant ("Merger Sub"), and Fred Meyer, Inc.
("Fred Meyer") provides that each present and former director and officer of
Fred Meyer or any of its subsidiaries after our acquisition of Fred Meyer (the
"Merger") will be indemnified by Kroger against any costs or expenses, including
reasonable attorneys' fees, judgments, fines, losses, claims, damages or
liabilities incurred in connection with any claim, action, suit, proceeding or
investigation, whether civil, criminal, administrative or investigative, for
acts or omissions existing or occurring at or prior to the Merger, whether
asserted or claimed prior to, at or following the Merger, to the fullest extent
permitted under the Delaware General Corporation Law. Without limiting the
generality of the foregoing, in the event any person entitled to indemnification
under such provisions becomes involved in any claim, action, proceeding or
investigation after the Merger, Kroger will periodically advance to such person
his or her reasonable legal and other reasonably incurred expenses, including
the cost of any investigation and preparation incurred in connection with the
claim, action, preceding or investigation, subject to the person providing an
undertaking to reimburse all amounts advanced in the event of a final
non-appealable determination by a court of competent jurisdiction that such
person is not entitled the advancing of the expenses.
For six years from the Merger, the Registrant must maintain in effect
the current directors' and officers' liability insurance covering those persons
who are currently covered by Fred Meyer's directors' and officers' liability
insurance policy to the extent that it provides coverage for events occurring on
or prior to the Merger, so long as the annual premium therefor would not be in
excess of 200% of the last annual premium paid prior to the date of the Merger
Agreement (the "Current Premium"). If such premiums for such insurance would at
any time exceed 200% of the Current Premium, then the Registrant shall cause to
be maintained policies of insurance which provide the maximum coverage available
at an annual premium equal to 200% of the Current Premium.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits listed below are filed herewith or are
incorporated herein by reference to other filings.
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<PAGE> 7
INDEX OF EXHIBITS
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EXHIBIT DESCRIPTION
4.1 Provisions of amended Articles of Incorporation. Incorporated
by reference to Exhibit 3.1 of The Kroger Co.'s Quarterly
Report on Form 10- Q for the quarter ended October 3, 1998.
Provisions of Regulations (by-laws) of The Kroger Co. defining
the rights of security holders. Incorporated herein by
reference to Exhibit 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.
II-5
<PAGE> 8
5* Opinion of Paul Heldman, Esq., with respect to the validity of
the Common Stock being registered.
23.1* Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.2 Consent of Paul W. Heldman, Esq. (contained in the opinion
filed as Exhibit 5 hereto) .
24* Powers of Attorney of certain officers and directors of
Kroger.
----------------
* Filed herewith.
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
- --------
II-6
<PAGE> 9
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.
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<PAGE> 10
SIGNATURES
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 July 28, 1999.
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 July 28, 1999.
*Signature Title
---------- -----
* Chairman of the Board of
Joseph A. Pichler Directors, Chief Executive
Officer and Director
(Principal Executive Officer)
* Executive Vice President and
W. Rodney McMullen Chief Financial Officer
(Principal Financial Officer)
* Vice President and
J. Michael Schlotman Corporate Controller
(Principal Accounting Officer)
* Director
Reuben V. Anderson
* Director
Robert D. Beyer
* Director
Ronald W. Burkle
III-1
<PAGE> 11
* Director
John L. Clendenin
* President and Director
David B. Dillon
* Director
Carlton J. Jenkins
* Director
Bruce Karatz
* Director
John T. LaMacchia
* Director
Edward M. Liddy
* Chief Operating Officer,
Robert G. Miller Vice Chairman of the
Board of Directors and
Director
* Director
Clyde R. Moore
* Director
T. Ballard Morton, Jr.
* Director
Thomas H. O'Leary
* Director
Katherine D. Ortega
------------------- Director
Steven R. Rogel
* Director
Martha Romayne Seger
* Director
Bobby S. Shackouls
Director
*
James D. Woods
*By (Bruce M. Gack)
-----------------
Bruce M. Gack
Attorney-in-fact
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INDEX OF EXHIBITS
-----------------
EXHIBIT DESCRIPTION
4.1 Provisions of amended Articles of Incorporation. Incorporated
by reference to Exhibit 3.1 of The Kroger Co.'s Quarterly
Report for the quarter ended October 3, 1998. Provisions of
Regulations (by-laws) of The Kroger Co. defining the rights of
security holders. Incorporated herein by reference to Exhibit
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.
4.4 Fred Meyer, Inc. 1997 Stock Incentive Plan. Incorporated by
reference to Appendix 1 to Exhibit 99.1 of Fred Meyer's
Current Report on Form 8-K dated September 9, 1997, SEC File
No. 1-13339.
<PAGE> 13
5* Opinion of Paul Heldman, Esq., with respect to the validity of
the Common Stock being registered.
23.1* Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.2 Consent of Paul W. Heldman, Esq. (contained in the opinion
filed as Exhibit 5 hereto) .
24* Powers of Attorney of certain officers and directors of
Kroger.
----------------
* Filed herewith.
<PAGE> 1
Exhibit 5
THE KROGER CO.
Cincinnati, Ohio 45202
Paul W. Heldman
Senior Vice President, Secretary
and General Counsel
July 28, 1999
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 200,000 shares of its Common Stock (the "Securities") pursuant to the
Fred Meyer, Inc. 1997 Stock Incentive Plan (the "Fred Meyer Plan"). I have acted
as counsel to the Company in connection with its preparation of a Registration
Statement relating to that 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 all 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 Fred Meyer 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 Heldman)
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Post Effective
Amendment No. 2 on Form S-8 to the Registration Statement on Form S-4 of our
report (which includes an explanatory paragraph relating to Kroger's change in
its application of the LIFO method of accounting for store inventories as of
December 28, 1997) dated January 28, 1999 relating to the financial statements,
which appears in The Kroger Co.'s Annual Report on Form 10-K for the fiscal year
ended January 2, 1999. We also hereby consent to the incorporation by reference
of our report dated April 30, 1999 relating to the financial statements, which
appears in the Current Report on Form 8-K dated May 10, 1999. We also hereby
consent to the incorporation by reference of our report (which includes an
explanatory paragraph relating to Kroger's change in its application of the LIFO
method of accounting for store inventories as of December 28, 1997 and an
explanatory paragraph that discloses that the supplemental financial statements
give retroactive effect to the merger of The Kroger Co. and Fred Meyer, Inc. on
May 27, 1999, which has been accounted for as a pooling of interests) dated May
28, 1999 relating to the supplemental consolidated financial statements which
appears in the Current Report on Form 8-K dated May 28, 1999. We also consent to
the reference to us under the heading "Interests of Named Experts and Counsel"
in such Registration Statement.
(PricewaterhouseCoopers LLP)
PricewaterhouseCoopers LLP
Cincinnati, Ohio
July 28, 1999
<PAGE> 1
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 200,000 shares of the Common Stock of the Company with respect to the
granting, awarding, or selling of any stock to the employees and directors of
the Company or its subsidiaries pursuant to the existing stock option plans of
Fred Meyer, Inc., and its subsidiaries: (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 that 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) July 22, 1999
Joseph A. Pichler
Chairman and Chief Executive Officer
and Director
<PAGE> 2
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 200,000 shares of the Common Stock of the Company with respect to the
granting, awarding, or selling of any stock to the employees and directors of
the Company or its subsidiaries pursuant to the existing stock option plans of
Fred Meyer, Inc., and its subsidiaries: (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 that 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) July 22, 1999
W. Rodney McMullen
Executive Vice President and
Chief Financial Officer
<PAGE> 3
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 200,000 shares of the Common Stock of the Company with respect to the
granting, awarding, or selling of any stock to the employees and directors of
the Company or its subsidiaries pursuant to the existing stock option plans of
Fred Meyer, Inc., and its subsidiaries: (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 that 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) July 22, 1999
J. Michael Schlotman
Vice President and Corporate Controller
<PAGE> 4
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 200,000 of the
Common Stock of the Company with respect to the granting, awarding, or selling
of any stock to the employees and directors of the Company or its subsidiaries
pursuant to the existing stock option plans of Fred Meyer, Inc., and its
subsidiaries: (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 that 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 22nd day of July, 1999.
(John L. Clendenin) (Bobby S. Shackouls)
(John T. LaMacchia) (Edward M. Liddy)
(Katherine D. Ortega) (James D. Woods)
(T. Ballard Morton, Jr.) (Reuben V. Anderson)
(Thomas H. O'Leary) (Clyde R. Moore)
(Joseph A. Pichler) (Martha R. Seger)
(David B. Dillon) (Robert D. Beyer)
(Robert G. Miller) (Bruce Karatz)
(Ronald W. Burkle) (Carlton J. Jenkins)
