<PAGE> 1
As filed with the Securities and Exchange
Commission on October 29, 1999
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 (I.R.S. Employer
incorporation or organization) Identification No.)
1014 Vine Street, Cincinnati, Ohio 45202
- ---------------------------------------- --------------------
(Address of Principal Executive Offices) (Zip Code)
Fred Meyer 401(k) Savings Plan
Fred Meyer 401(k) Savings Plan for Bargaining Unit Employees
------------------------------------------------------------
(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)
<PAGE> 2
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(1) Price(1) Fee
<S> <C> <C> <C> <C>
Common Stock 1,550,000 $20.34375 $31,532,812 $8,766.12
$1 Par Value shares(2)
Preferred Stock
Purchase Rights (3) (3) (3) (3)
- -----------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement registers the following shares:
(Name of Plan) Shares
-------------- ------
Fred Meyer 401(k) Savings Plan 1,250,000
Fred Meyer 401(k) Savings Plan
for Bargaining Unit Employees 300,000
---------
Total 1,550,000
=========
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 October 27, 1999, 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.
(2) Pursuant to Rule 416(c) under the Securities Act of 1933, the
Registration Statement also covers an indeterminate amount of plan
interests to be offered or sole pursuant to the employee benefit
plans described herein.
(3) Preferred Stock Purchase Rights will 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.
<PAGE> 3
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 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; 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.
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 and to the Current Reports on Form 8-K dated
August 20, 1999 and October 29, 1999 have been so incorporated in reliance on
the reports (which contain an explanatory paragraph relating to the Company'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
<PAGE> 4
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 prospectus 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 the Company'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.
The consolidated financial statements of Fred Meyer, Inc., as of
January 20, 1999 and January 31, 1998 and for the fiscal years ended January 30,
1999, January 31, 1998, and February 1, 1997, incorporated in this Registration
Statement by reference to Kroger's Current Report on Form 8-K dated May 28,
1999, have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report which is incorporated herein by reference, and have been
so incorporated in reliance upon the report of such firm given upon their
authority 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 Fred Meyer Plans, 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 August 31, 1999, Mr. Heldman owned approximately 88,236 shares of
Kroger Common Stock and held options to acquire 409,166 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
<PAGE> 5
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.
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.
<PAGE> 6
Item 8. Exhibits.
(a) The exhibits listed in the Index of Exhibits of this
Registration Statement are filed herewith or are incorporated herein by
reference to other filings.
(b) The Plans have been or will be submitted to the IRS in a timely
fashion, and the Registrant undertakes to submit to the IRS in a timely fashion
any amendments to the Plans and to make any changes required by the IRS in order
to qualify the Plans under the Internal Revenue Code.
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
<PAGE> 7
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> 8
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 October 29, 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 October 29, 1999.
Signature Title
- --------- -----
* Executive 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)
* Chief Operating Officer and
- ------------------------------ Director
Robert G. Miller
* President and Director
- ------------------------------
David B. Dillon
* Director
- ------------------------------
Reuben V. Anderson
* Director
- ------------------------------
Robert D. Beyer
<PAGE> 9
* Director
- ------------------------------
Ronald W. Burkle
* Director
- ------------------------------
John L. Clendenin
* Director
- ------------------------------
Carlton J. Jenkins
* Director
- ------------------------------
Bruce Karatz
* Director
- ------------------------------
John T. LaMacchia
* Director
- ------------------------------
Edward M. Liddy
* 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
<PAGE> 10
INDEX OF EXHIBITS
-----------------
Exhibit 4.1 Provisions of amended Articles of Incorporation.
Incorporated by reference to Exhibit 3.1 of Kroger'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.
Exhibit 4.2 Amended and Restated Rights Agreement. Incorporated by
reference to Exhibit 1 of Form 8-A/A Registration Statement,
dated April 4, 1997, as amended by Form 8-A/A dated October
18, 1998.
Exhibit 5 Opinion of Paul W. Heldman, Esquire, including his consent.
Filed herewith.
Exhibit 23.1 Consent of PricewaterhouseCoopers, LLP, Independent
Accountants. Filed herewith.
Exhibit 23.2 Consent of Deloitte & Touche LLP, Independent Accountants.
Filed herewith.
Exhibit 23.3 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> 1
EXHIBIT 5
THE KROGER CO.
Cincinnati, Ohio 45202
Paul W. Heldman
Senior Vice President, Secretary
and General Counsel
October 29, 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 1,550,000 shares of its Common Stock and a like number of Preferred 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 Fred Meyer 401(k) Savings Plan and the Fred Meyer 401(k) Savings
Plan for Bargaining Unit Employees (the "Plans"). 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 Plans, they will be duly authorized, validly issued and
outstanding, fully paid and non-assessable, and when issued pursuant to the
Plans, the interests of participation will be validly issued.
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 Registration
Statement of The Kroger Co. on Form S-3 of our report (which contains an
explanatory paragraph relating to the Company's change in its application of the
LIFO method of accounting for store inventories) dated January 28, 1999, on our
audits of the consolidated financial statements of The Kroger Co. as of January
2, 1999 and December 27, 1997, and for the years ended January 2, 1999, December
27, 1997, and December 28, 1996, which report is included in the Company's
Annual Report on Form 10-K for the fiscal year ended January 2, 1999, our report
dated April 30, 1999, on our audit of the financial statements of The Kroger Co.
as of and for the twenty-eight days ended January 30, 1999, which report is
included in the Company's Current Report on Form 8-K dated May 10, 1999, our
report (which contains an explanatory paragraph that describes a change in the
Company'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), dated May 28, 1999 on our audit of the supplemental consolidated
financial statements of The Kroger Co. as of January 2, 1999 and December
27,1997, and for the years ended January 2, 1999, December 27, 1997, and
December 28, 1996, which report is included in the Company's Current Report on
Form 8-K dated May 28, 1999, our report (which contains an explanatory paragraph
that describes a change in the Company's application of the LIFO method of
accounting for store inventories), dated May 28, 1999 on our audit of the
consolidated financial statements of The Kroger Co. as of January 2, 1999 and
December 27,1997, and for the years ended January 2, 1999, December 27, 1997,
and December28, 1996, which report is included in the Company's Current Report
on Form 8-K dated October 29, 1999, and our report (which contains an
explanatory paragraph relating to the Company's change in its application of the
LIFO method of accounting for store inventories) dated January 28, 1999, except
for the Guarantor Subsidiaries note, as to which the date is August 13, 1999, on
our audits of the consolidated financial statements of The Kroger Co. as of
January 2, 1999 and December 27, 1997, and for the years ended January 2, 1999,
December 27, 1997, and December 28, 1996, which report is included in the
Company's Current Report on Form 8-K dated August 20, 1999. We also consent to
the references to our firm under Item 5 "Interests of Named Experts and
Counsel" in such Registration Statement.
(PricewaterhouseCoopers LLP)
PricewaterhouseCoopers LLP
Cincinnati, Ohio
October 29, 1999
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
The Kroger Co. on Form S-8 of our report dated March 10, 1999 on the
consolidated financial statements of Fred Meyer, Inc., appearing in the Annual
Report on Form 10-K of Fred Meyer, Inc. for the year ended January 30, 1999, and
our report dated March 10, 1999, appearing in the Current Report on Form 8-K
dated May 28, 1999 of The Kroger Co., and to the reference to us under the
heading "Interest of Named Experts and Counsel" appearing in this Registration
Statement.
(Deloitte & Touche LLP)
DELOITTE & TOUCHE LLP
Portland, Oregon
October 29, 1999
<PAGE> 1
EXHIBIT 24
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 Common Stock of the Company as the Company may determine to include in
the registration statement or any amendment thereto, along with a like number of
Preferred Stock Purchase Rights under 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 employees of the Company or its subsidiaries
pursuant to the Fred Meyer 401(k) Savings Plan or the Fred Meyer 401(k) Savings
Plan for Bargaining Unit Employees: (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
seal, as of the 28th day of October, 1999.
s/s Clyde R. Moore s/s Ronald W. Burkle
- -------------------------- ----------------------------
s/s Martha R. Seger s/s T. Ballard Morton, Jr.
- -------------------------- ----------------------------
s/s John T. LaMacchia s/s Thomas H. O'Leary
- -------------------------- ----------------------------
s/s Bobby S. Shackouls s/s Katherine D. Ortega
- -------------------------- ----------------------------
s/s Edward M. Liddy s/s Bruce Karatz
- -------------------------- ----------------------------
s/s James D. Woods s/s Reuben V. Anderson
- -------------------------- ----------------------------
s/s Robert D. Beyer s/s John L. Clendenin
- -------------------------- ----------------------------
s/s David B. Dillon s/s Carlton J. Jenkins
- -------------------------- ----------------------------
s/s Joseph A. Pichler s/s Robert G. Miller
- -------------------------- ----------------------------
s/s Steven R. Rogel
- --------------------------
<PAGE> 2
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 Common Stock of the Company as the Company may determine to include in
the registration statement or any amendment thereto, along with a like number of
Preferred Stock Purchase Rights under 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 employees of the Company or its subsidiaries
pursuant to the Fred Meyer 401(k) Savings Plan or the Fred Meyer 401(k) Savings
Plan for Bargaining Unit Employees: (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, I have hereunto set my hand.
s/s W. Rodney McMullen October 28, 1999
- ----------------------
W. Rodney McMullen
Executive Vice President and
Chief Financial Officer
<PAGE> 3
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 Common Stock of the Company as the Company may determine to include in
the registration statement or any amendment thereto, along with a like number of
Preferred Stock Purchase Rights under 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 employees of the Company or its subsidiaries
pursuant to the Fred Meyer 401(k) Savings Plan or the Fred Meyer 401(k) Savings
Plan for Bargaining Unit Employees: (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, I have hereunto set my hand.
s/s Joseph A. Pichler October 28, 1999
- ---------------------
Joseph A. Pichler
Chairman of the Board,
Chief Executive Officer and
Director
<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 such number of
shares of Common Stock of the Company as the Company may determine to include in
the registration statement or any amendment thereto, along with a like number of
Preferred Stock Purchase Rights under 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 employees of the Company or its subsidiaries
pursuant to the Fred Meyer 401(k) Savings Plan or the Fred Meyer 401(k) Savings
Plan for Bargaining Unit Employees: (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, I have hereunto set my hand.
s/s J. Michael Schlotman October 28, 1999
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J. Michael Schlotman
Vice President and Corporate Controller
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RESOLUTION
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WHEREAS, The Fred Meyer 401(k) Savings Plan (the "Fred Meyer Plan") and the Fred
Meyer 401(k) Savings Plan for Bargaining Unit Employees (the "Bargaining Unit
Plan") were previously adopted by the Board of Directors of Fred Meyer, Inc.
(together, the "Plans"); and
WHEREAS, the Company desires to register 1,250,000 shares of common stock and an
indeterminate amount of plan interests associated therewith under the Fred Meyer
Plan and 300,000 shares of common stock and an indeterminate amount of plan
interests associated therewith under the Bargaining Unit 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
1,250,000 shares and accompanying plan interests under the Fred Meyer Plan and
300,000 shares and accompanying plan interests under the Bargaining Unit 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, Senior 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
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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.
