EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned directors of THE KROGER
CO. (the "Company") hereby make, constitute and appoint Paul W. Heldman and
Bruce M. Gack, or either one of them, his or her true and lawful attorneys-in-
fact to sign and execute for and on his or her behalf, a registration statement
and any and all amendments thereto with respect to the issuance and sale by the
Company of up to 10,706,638 shares of Common Stock, par value $1, and a like
number of Common Stock Purchase Rights pursuant to the Company's Warrant
Dividend Program to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, in such form as they, or
either of them, may approve and to do any and all other acts which said
attorneys-in-fact, or either one of them, may deem necessary or desirable to
enable The Kroger Co. to comply with said Act and the rules and regulations
thereunder in connection with such sale.
IN WITNESS WHEREOF, the undersigned directors have hereunto set their hands and
seal, as of the 20th day of July 1995.
( Reuben V. Anderson) ( T. Ballard Morton, Jr.)
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Reuben V. Anderson T. Ballard Morton, Jr.
( Raymond B. Carey, Jr.) ( Thomas H. O'Leary)
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Raymond B. Carey, Jr. Thomas H. O'Leary
( John L. Clendenin) ( John D. Ong)
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John L. Clendenin John D. Ong
( David B. Dillon) ( Katherine D. Ortega)
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David B. Dillon Katherine D. Ortega
( Richard W. Dillon) ( Joseph A. Pichler)
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Richard W. Dillon Joseph A. Pichler
( Lyle Everingham) ( Martha Romayne Seger)
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Lyle Everingham Martha Romayne Seger
( John T. LaMacchia) ( James D. Woods)
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John T. LaMacchia James D. Woods
( Patricia Shontz Longe)
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Patricia Shontz Longe
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned officer of THE KROGER
CO. (the "Company") hereby makes, constitutes and appoints Paul W. Heldman and
Bruce M. Gack, or either one of them, his true and lawful attorneys-in-fact to
sign and execute for and on his behalf, a registration statement and any and all
amendments thereto with respect to the issuance and sale by the Company of up to
10,706,638 shares of Common Stock, par value $1, and a like number of Common
Stock Purchase Rights pursuant to the Company's Warrant Dividend Program to be
filed with the Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended, in such form as they, or either of them, may approve and to
do any and all other acts which said attorneys-in-fact, or either one of them,
may deem necessary or desirable to enable The Kroger Co. to comply with said Act
and the rules and regulations thereunder in connection with such sale.
IN WITNESS WHEREOF, I have hereunto set my hand.
( W. Rodney McMullen) July 20, 1995
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W. Rodney McMullen
Group Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned officer of THE KROGER
CO. (the "Company") hereby makes, constitutes and appoints Paul W. Heldman and
Bruce M. Gack, or either one of them, his true and lawful attorneys-in-fact to
sign and execute for and on his behalf, a registration statement and any and all
amendments thereto with respect to the issuance and sale by the Company of up to
10,706,638 shares of Common Stock, par value $1, and a like number of Common
Stock Purchase Rights pursuant to the Company's Warrant Dividend Program to be
filed with the Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended, in such form as they, or either of them, may approve and to
do any and all other acts which said attorneys-in-fact, or either one of them,
may deem necessary or desirable to enable The Kroger Co. to comply with said Act
and the rules and regulations thereunder in connection with such sale.
IN WITNESS WHEREOF, I have hereunto set my hand.
( Joseph A. Pichler) July 20, 1995
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Joseph A. Pichler
Chairman of the Board,
Chief Executive Officer and
Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned officer of THE KROGER
CO. (the "Company") hereby makes, constitutes and appoints Paul W. Heldman and
Bruce M. Gack, or either one of them, his true and lawful attorneys-in-fact to
sign and execute for and on his behalf, a registration statement and any and all
amendments thereto with respect to the issuance and sale by the Company of up to
10,706,638 shares of Common Stock, par value $1, and a like number of Common
Stock Purchase Rights pursuant to the Company's Warrant Dividend Program to be
filed with the Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended, in such form as they, or either of them, may approve and to
do any and all other acts which said attorneys-in-fact, or either one of them,
may deem necessary or desirable to enable The Kroger Co. to comply with said Act
and the rules and regulations thereunder in connection with such sale.
IN WITNESS WHEREOF, I have hereunto set my hand.
(J. Michael Schlotman) July 20, 1995
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J. Michael Schlotman
Vice President and Corporate Controller
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned officer of THE KROGER
CO. (the "Company") hereby makes, constitutes and appoints Paul W. Heldman and
Bruce M. Gack, or either one of them, his true and lawful attorneys-in-fact to
sign and execute for and on his behalf, a registration statement and any and all
amendments thereto with respect to the issuance and sale by the Company of up to
10,706,638 shares of Common Stock, par value $1, and a like number of Common
Stock Purchase Rights pursuant to the Company's Warrant Dividend Program to be
filed with the Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended, in such form as they, or either of them, may approve and to
do any and all other acts which said attorneys-in-fact, or either one of them,
may deem necessary or desirable to enable The Kroger Co. to comply with said Act
and the rules and regulations thereunder in connection with such sale.
IN WITNESS WHEREOF, I have hereunto set my hand.
( David B. Dillon) July 20, 1995
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David B. Dillon
President, Chief Operating Officer, and
Director
RESOLUTION
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WHEREAS, This Board previously has authorized the Company to redeem its 6-3/8%
Convertible Junior Subordinated Notes due 1999 (the "Notes"); and
WHEREAS, The Company deems it advantageous upon issuance of the redemption
notice for the Notes that the Notes be converted into approximately 10,706,638
shares of the Company's Common Stock; and
WHEREAS, Management is determining the advisability of entering into one or more
agreements (the "Underwritten Call") to hedge against the risk that some or all
of the holders of the Notes will not convert their Notes to shares of Common
Stock; and
WHEREAS, The Underwritten Call would provide that, following the issuance of the
redemption notice for the Notes, and at the Company's option, the Company sell
to the underwriters shares of Common Stock, par value $1, of the Company (the
"Securities") at a price equal to the conversion price of the Notes plus a
premium and interest on the Notes (the "Issue Price"), in an amount equal to
that number of shares which, when added to the total number of shares issued
upon conversion of the Notes, does not exceed 10,706,638; now therefore,
RESOLVED, That, in connection with the proposed Underwritten Call and issuance
of the Securities in connection therewith, the members of the Financial Policy
Committee are hereby appointed as the Securities Committee, and that any three
of them, at least two of whom shall not have served as employees of the Company
or its subsidiaries, shall be empowered to act as and for the Securities
Committee; and that the Securities Committee shall have all the authority to act
as and for the Board of Directors in the determination of whether to consummate
the Underwritten Call and the issuance of the Securities; and the elected
officers of the Company or any one of them hereby are authorized to enter into
agreements for an Underwritten Call; and further
RESOLVED, That the Securities Committee may designate one or more persons, who
may or may not be a member of the Securities Committee, to act as and for such
Committee in such capacity as the Committee may direct; and further
RESOLVED, That the Securities Committee may, at any time prior to December 31,
1996, authorize one or more issuances and sales of the Securities by the Company
and the Underwritten Call for so long as, or at such times as, economically
advantageous to
the Company, and, in connection with any such authorization, issue, determine,
approve, or appoint, as the case may be:
(a) the aggregate principal amount, and terms, of the Securities, not to exceed
10,706,638 shares;
(b) the Issue Price at which such Securities are to be sold;
(c) the form of Registration Statement on Form S-3, or such other form as the
Securities Committee shall determine (the "Registration Statement"), for
the purpose of registering the Securities, if so required, under the
Securities Act of 1933, as amended, and any amendments thereto;
(d) the form of contracts or other agreements for the Underwritten Call;
(e) any underwriting, standby, or similar agreement between the Company and an
underwriter or underwriters;
(f) the underwriting discount or spread to be received by the underwriters;
(g) the use, form, execution, and delivery of the Securities, distribution
agreement, or such other contracts or agreements, including listing
applications, as the Securities Committee shall deem necessary or
appropriate;
(h) any transfer, authenticating, placement, exchange, distribution, or paying
agent, or registrar, trustee or underwriter, or any other person or entity
to act in connection with the Securities; including the selection of a
financial institution or institutions, whether foreign or domestic, to
advise the Company;
(i) such other terms, conditions, and provisions as the Securities Committee
shall deem necessary or appropriate; and further
RESOLVED, That the elected officers of the Company be, and each of them hereby
is, authorized, in the name and on behalf of the Company, to execute the
Registration Statement with such changes therein as the officer executing the
same may approve, such execution to be conclusive evidence of such approval, and
to execute any and all amendments thereto as deemed necessary or desirable; and
further
RESOLVED, That upon the execution of the Registration Statement or any
amendments thereto, including post-effective amendments, by directors and
officers of the Company, as required by law, either in person or by a duly
authorized attorney or attorneys, the elected officers of the Company be, and
each of them hereby is, authorized to cause the Registration Statement and any
amendments thereto to be filed with the Securities and Exchange Commission (the
"Commission") and to execute and file all such instruments, make all such
payments, and to do such other acts and things as, in their opinion or in the
opinion of any them, may be necessary or desirable in order to effect such
filing, to
cause the Registration Statement to become effective, and to maintain the
Registration Statement in effect for as long as they deem it to be in the best
interests of the Company; and further
RESOLVED, That Paul W. Heldman and Bruce M. Gack, or either one of them, be, and
each of them hereby is, made, constituted, and appointed the true and lawful
attorneys-in-fact, with authority to sign and execute on behalf of this Company,
and on behalf of the directors and officers thereof in their official
capacities, the Registration Statement and any and all amendments thereto, which
either of them, in their discretion, deem necessary or advisable to be filed
with the Commission; and further
RESOLVED, That Paul W. Heldman, Vice President, Secretary and General Counsel of
the Company, whose address is 1014 Vine Street, Cincinnati, Ohio, be, and he
hereby is, designated as the Agent for Service to be named in the Registration
Statement, with authority to receive notices and communications with respect to
such Registration Statement and with all powers consequent upon such designation
under the rules and regulations of the Commission; and further
RESOLVED, That subject to the limitations set forth in these resolutions, the
Securities Committee may approve the form of the Securities; that the elected
officers of the Company be, and each of them hereby is, authorized to execute,
in the name and on behalf of the Company, the Securities; that the signature of
each of such officers on the Securities may be manual or by facsimile; that
Securities bearing the manual or facsimile signatures of individuals who were at
any time the elected officers of the Company shall bind the Company
notwithstanding that such individuals or any of them cease to hold such offices;
that the elected officers of the Company be, and each of them hereby is,
authorized to deliver or cause to be delivered the Securities for authentication
and delivery in the principal amount thereof as shall have been determined by
the Securities Committee; and further
RESOLVED, That the elected officers of the Company be, and each of them hereby
is, authorized in the name and on behalf of this Company to take any and all
action which they deem necessary or advisable to effect the registration or
qualification (or exemptions therefrom) of the Securities for issue, offer,
sale, or trade under the Blue Sky or securities laws of any State of the United
States of America, any Province of Canada, or of any other country 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 the
Securities for as long as they may deem necessary or as required by law; and
further
RESOLVED, That the elected officers of the Company be, and each of them hereby
is, authorized in the name and on behalf of this Company to execute and file an
application or applications for the listing of the Securities on the New York
Stock Exchange, to
appear before officials of the New York Stock Exchange and to take any and all
action, and prepare, execute, and file any and all other applications and
agreements, including an indemnity agreement relating to the use of facsimile
signatures in the execution of the Securities, necessary, incidental, or
convenient to effectuate such listing; and further
RESOLVED, That the elected officers of the Company be, and each of them hereby
is, authorized in the name and on behalf of this Company to execute and cause to
be filed with the Commission and the New York Stock Exchange an application on
Form 8-A, or such other form as may be required for the purpose of registering
the Securities on a national securities exchange, pursuant to the Securities
Exchange Act of 1934; and further
RESOLVED, That the elected officers of the Company be, and each of them hereby
is, authorized and directed to advise the Company's senior lenders and the
trustees under the Indentures of the issuance of Securities, as any such office
shall deem necessary or appropriate; and further
RESOLVED, That the Securities Committee and each of the elected officers of the
Company be, and each of them hereby is, authorized and directed to do and
perform, or cause to be done and performed, all such acts, deeds, and things and
to make, execute, and deliver, or cause to be made, executed, and delivered, all
such agreements, undertakings, documents, instruments, or certificates, in the
name and on behalf of the Company or otherwise, including, without limitation,
indentures, loan agreements, underwriting, placement, exchange or agency
agreements, and trust agreements, all as the Securities Committee or any of the
elected officers deem necessary or appropriate to effect the purposes and intent
of the foregoing resolutions.