1
As filed with the Securities and Exchange
Commission on September 15, 2000
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)
The Kroger Co. Savings Plan
(Full title of Plan)
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)
2
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------
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
Common Stock 12,000,000 $22.66 $271,920,000 $71,786.88
$1 Par Value shares(2)
Preferred Stock
Purchase Rights (3) (3) (3) (3)
- ----------
(1) 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 8, 2000, 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, this Registration
Statement also covers an indeterminate amount of plan interests to be offered or
sold pursuant to the employee benefit plan described herein.
(3) Preferred Stock Purchase Rights will be issued in conjunction with 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.
-------------------------
3
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.
333-11859, 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.
4
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 15, 2000.
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 15, 2000.
Signature Title
- --------- -----
* Group Vice President and
- ----------------------------------- Chief Financial Officer
J. Michael Schlotman (principal financial officer)
* Vice President and
- ---------------------------------- Corporate Controller
M. Elizabeth Van Oflen (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
- ---------------------------------
Robert D. Beyer
* Director
- ---------------------------------
Ronald W. Burkle
* Director
- ---------------------------------
John L. Clendenin
5
* 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
6
INDEX OF EXHIBITS
Exhibit 4.1 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 5.1 Opinion of Paul W. Heldman, Esquire, including his consent.
Filed herewith.
Exhibit 5.2 IRS Determination Letter. Incorporated by reference to
Exhibit 5.2 of Registration Statement on Form S-8, File No.
333-11859.
Exhibit 23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants. Filed herewith.
Exhibit 23.2 Consent of Deloitte & Touche LLP, Independent Auditors.
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.