AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 27, 2002.
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------------
THE KROGER CO.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<Table>
OHIO 31-0345740
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</Table>
1014 VINE STREET
CINCINNATI, OHIO 45202
(513) 762-4000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OR
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
PAUL W. HELDMAN, ESQ.
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
THE KROGER CO.
1014 VINE STREET
CINCINNATI, OHIO 45202
(513) 762-4000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED AMOUNT TO BE REGISTERED UNIT(1) PRICE(2) REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------------
Debt Securities(4)(5)(10)...........
Preferred Stock(6)(7)(10)...........
Depositary Shares(7)(10)............
Common Stock, $1 par value per share
(including Preferred Stock
Purchase Rights)(8)(10)........... (3) (3) (3) (3)
Warrants(9)(10).....................
Total....................... $2,000,000,000(10) 100% $2,000,000,000(10) $184,000(12)
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
</Table>
(1) The proposed maximum offering price per unit will be determined by us in
connection with the issuance of the securities.
(2) The proposed maximum aggregate offering price has been estimated solely to
calculate the registration fee under Rule 457(o).
(3) Not applicable under General Instruction II.D. of Form S-3.
(4) Includes guarantees (if any) of Debt Securities by Co-Registrants who are
direct and indirect subsidiaries of the Registrant.
(5) Subject to note (11) below, we are registering an indeterminate principal
amount of Debt Securities. If any Debt Securities are issued at an original
issue discount, then the offering price will be in such greater principal
amount as will result in an aggregate initial offering price not to exceed
$2,000,000,000 less the dollar amount of any securities previously issued.
(6) Subject to note (11) below, we are registering an indeterminate number of
shares of Preferred Stock.
(7) Subject to note (11) below, we are registering an indeterminate number of
Depositary Shares to be evidenced by Depositary Receipts issued under a
Deposit Agreement. If we elect to offer fractional interests in shares of
Preferred Stock, Depositary Receipts will be distributed for such
fractional interests and the shares of Preferred Stock will be issued to
the depositary under the Deposit Agreement.
(8) Subject to note (11) below, we are registering an indeterminate number of
shares of Common Stock. We are also registering an indeterminate number of
shares of Common Stock to be issued, upon conversion or redemption of
Preferred Stock or Debt Securities. Includes associated Preferred Stock
Purchase Rights (the "Rights"). Until the occurrence of certain prescribed
events, none of which has occurred, the Rights are not exercisable, are
evidenced by the certificates representing the Common Stock, and will be
transferred only with the Common Stock.
(9) Subject to note (11) below, we are registering an indeterminate amount and
number of Warrants, representing rights to purchase Debt Securities,
Preferred Stock or Common Stock.
(10) Subject to note (11) below, we are registering an indeterminate number of
shares of Debt Securities, Preferred Stock, Depositary Shares and Common
Stock, to be issued upon conversion or redemption, or upon the exercise of
Warrants, Debt Securities, Preferred Stock or Depositary Shares.
(11) In no event, will the aggregate initial offering price of all securities
exceed $2,000,000,000 or the equivalent in one or more foreign currencies,
foreign currency units, or composite currencies. The aggregate amount of
Common Stock registered is further limited to that which is permissible
under Rule 415(a)(4) under the Securities Act. The registered securities
may be sold separately or as units with other registered securities.
(12) Of this amount, $100,000 has been previously paid relating to the amount of
securities remaining and carried forward under Rule 429.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT CONTAINS A PROSPECTUS THAT RELATES TO $400,000,000 OF
SECURITIES REMAINING AS REGISTERED UNDER REGISTRATION STATEMENT NO. 333-70776 TO
THE EXTENT REMAINING ON THE EFFECTIVENESS OF THIS REGISTRATION STATEMENT.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The following entities are direct or indirect subsidiaries of Registrant,
and may guarantee one or more issues of Debt Securities, and are Co-Registrants
under this Registration Statement:
<Table>
<Caption>
STATE OF INCORPORATION/ IRS EMPLOYER
NAME ORGANIZATION IDENTIFICATION NO.
---- ----------------------- ------------------
Dillon Companies, Inc. Kansas 48-0196590
Drugs Distributors, Inc. Indiana 31-1112998
Henpil, Inc. Texas 74-6044519
Inter-American Foods, Inc. Ohio 74-1491846
J. V. Distributing, Inc. Michigan 31-1107025
KRGP Inc. Ohio 31-1569084
KRLP Inc. Ohio 31-1579339
The Kroger Co. of Michigan Michigan 38-0900860
Kroger Dedicated Logistics Co. Ohio 31-1399126
Kroger Limited Partnership I Ohio 31-1569568
Kroger Limited Partnership II Ohio 31-1569087
Peyton's-Southeastern, Inc. Tennessee 61-0942129
Rocket Newco, Inc. Texas 76-0542912
Topvalco, Inc. Ohio 31-0574717
Vine Court Assurance Incorporated Vermont 31-1192645
Dillon Real Estate Co., Inc. Kansas 48-0680105
Junior Food Stores of West Florida, Inc. Florida 59-0980071
Kwik Shop, Inc. Kansas 48-6112339
Mini Mart, Inc. Wyoming 83-0208334
Quik Stop Markets, Inc. California 94-1610162
THGP Co., Inc. Pennsylvania 23-2922125
THLP Co., Inc. Pennsylvania 23-2922123
Turkey Hill, L.P. Pennsylvania 23-2922126
Wells Aircraft, Inc. Kansas 48-0690719
Fred Meyer, Inc. Delaware 91-1826443
Fred Meyer Stores, Inc. Delaware 93-0798201
CB&S Advertising Agency, Inc. Oregon 93-0587794
Distribution Trucking Company Oregon 93-0786441
FM, Inc. Utah 93-1197669
Fred Meyer of Alaska, Inc. Alaska 93-0802793
Fred Meyer of California, Inc. California 93-0979434
Fred Meyer Jewelers, Inc. California 68-0202947
Roundup Co. Washington 93-0798202
Smith's Food & Drug Centers, Inc. Delaware 87-0258768
Richie's, Inc. Texas 74-2047032
Smith's Beverage of Wyoming, Inc. Wyoming 80-0126833
Quality Food Centers, Inc. Washington 91-1330075
Hughes Markets, Inc. California 95-1947206
Hughes Realty, Inc. California 95-2253719
KU Acquisition Corporation Washington 91-1765648
Second Story, Inc. Washington 91-1753356
Quality Food, Inc. Delaware 91-1829342
Quality Food Holdings, Inc. Delaware 91-1829339
QFC Sub, Inc. Washington 91-1931177
Food 4 Less Holdings, Inc. Delaware 33-0642810
</Table>
<Table>
<Caption>
STATE OF INCORPORATION/ IRS EMPLOYER
NAME ORGANIZATION IDENTIFICATION NO.
---- ----------------------- ------------------
Ralphs Grocery Company Delaware 95-4356030
Alpha Beta Company California 95-1456805
Bay Area Warehouse Stores, Inc. California 93-1087199
Bell Markets, Inc. California 94-1569281
Cala Co. Delaware 95-4200005
Cala Foods, Inc. California 94-1342664
Crawford Stores, Inc. California 95-0657410
Food 4 Less of California, Inc. California 33-0293011
Food 4 Less of Southern California, Inc. Delaware 33-0483203
Food 4 Less Merchandising, Inc. California 33-0483193
Food 4 Less GM, Inc. California 95-4390406
Kroger Texas L.P. Ohio 31-1678530
RJD Assurance, Inc. Vermont 03-0364178
Queen City Assurance, Inc. Vermont 03-0371799
F4L L.P. Ohio 31-1809033
Kroger Group Cooperative, Inc. Ohio 31-1809025
FMJ, Inc. Delaware 03-0461248
</Table>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION DATED JUNE 27, 2002
PROSPECTUS
$2,000,000,000
THE KROGER CO.
DEBT SECURITIES
PREFERRED STOCK
DEPOSITARY SHARES
COMMON STOCK
WARRANTS
We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any supplement carefully before
you invest.
We may offer any of the following securities from time to time:
- debt securities;
- preferred stock;
- depositary shares relating to preferred stock;
- common stock; and
- warrants to purchase debt securities, common stock or preferred stock.
------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
------------------------
, 2002
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
About This Prospectus....................................... 2
Where You Can Find More Information......................... 2
The Kroger Co............................................... 3
Consolidated Ratio of Earnings to Fixed Charges............. 4
Use of Proceeds............................................. 4
Plan of Distribution........................................ 4
Description of Debt Securities.............................. 5
Description of Capital Stock................................ 9
Description of Depositary Shares............................ 12
Description of Warrants..................................... 15
Experts..................................................... 17
Legal Opinions.............................................. 17
</Table>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
SEC utilizing a "shelf" registration process. Under this shelf process, we may
sell any combination of the securities described in this prospectus in one or
more offerings up to a total dollar amount of $2,000,000,000. This prospectus
provides you with a general description of the securities we may offer. Each
time we sell securities, we will provide a prospectus supplement that will
contain specific information about the terms of that offering. The prospectus
supplement may also add, update or change information contained in this
prospectus. You should read both this prospectus and any prospectus supplement
together with additional information described under the heading "Where You Can
Find More Information."
WHERE YOU CAN FIND MORE INFORMATION
Kroger files 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 room at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference room. Our SEC filings are also available to the public from the
SEC's Web site at http://www.sec.gov.
2
The SEC allows us to "incorporate by reference" the information we file
with them. This means that we can disclose important information to you by
referring you to these documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below, which we have already filed with the
SEC, and any future filings we make with the SEC under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 until we sell all of the
securities.
<Table>
<Caption>
KROGER SEC FILINGS (FILE NO. 1-303) PERIOD
- ----------------------------------- -----------------------------------------
Annual Report on Form 10-K......... Year ended February 2, 2002.
Current Reports on Form 8-K........ March 12, 2002; April 3, 2002; May 24,
2002; June 17, 2002; and June 25, 2002.
Registration Statement on Form
8-A/A, dated April 4, 1997, as
amended on Form 8-A/A, dated
October 18, 1998................... Description of preferred stock purchase
rights.
</Table>
You may request a copy of these filings, other than any exhibits, unless we
have specifically incorporated by reference an exhibit in this prospectus, at no
cost, by writing or telephoning us at the following address:
The Kroger Co.
1014 Vine Street
Cincinnati, Ohio 45202-1100
(513) 762-4000
Attention: Paul Heldman
This prospectus is part of a registration statement we filed with the SEC.
We have incorporated into this registration statement exhibits that include a
form of proposed underwriting agreement and indenture. You should read the
exhibits carefully for provisions that may be important to you.
You should rely on the information incorporated by reference or provided in
this prospectus or any prospectus supplement. We have not authorized anyone to
provide you with different information. We are not making an offer of these
securities in any state where the offer is not permitted. You should not assume
that the information in this prospectus or the documents incorporated by
reference is accurate as of any date other than the date on the front of this
prospectus or those documents.
THE KROGER CO.
Kroger was founded in 1883 and incorporated in Ohio in 1902. As of February
2, 2002, we were one of the largest grocery retailers in the United States based
on annual sales. We also manufacture and process food that our supermarkets
sell. Our principal executive offices are located at 1014 Vine Street,
Cincinnati, Ohio 45202-1100, and our telephone number is (513) 762-4000.
3
As of February 2, 2002, directly or through subsidiaries we operated
approximately 2,418 supermarkets and multidepartment stores, 789 convenience
stores, 227 supermarket fuel centers, and 427 fine jewelry stores. Ninety-five
of the convenience stores are franchised to third parties. We also operate
directly or through subsidiaries 41 manufacturing facilities that permit us to
offer quality, low-cost private label products.
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
The table below presents our consolidated ratio of earnings to fixed
charges for the periods shown:
<Table>
<Caption>
FISCAL YEARS ENDED
- ----------------------------------------------------------------
FEBRUARY 2, FEBRUARY 3, JANUARY 29, JANUARY 2, DECEMBER 27,
2002 2001 2000 1999 1997
(52 WEEKS) (53 WEEKS) (52 WEEKS) (53 WEEKS) (52 WEEKS)
- ----------- ----------- ----------- ----------- ------------
2.7 2.4 2.1 1.8 2.4
</Table>
"Earnings" includes:
- earnings before tax expense; and
- extraordinary loss, plus fixed charges,
and excludes capitalized interest.
"Fixed charges" includes:
- interest, including capitalized interest, on all indebtedness;
- amortization of deferred financing costs; and
- that portion of rental expense that we believe is representative of
interest.
USE OF PROCEEDS
We will use the net proceeds from the sale of the securities to repay
amounts under our bank credit facilities, to retire debt, and for other general
corporate purposes.
PLAN OF DISTRIBUTION
We may sell the securities in any one or more of the following ways:
- directly to investors;
- to investors through agents or dealers;
- through underwriting syndicates led by one or more managing underwriters;
and
- through one or more underwriters acting alone.
If we use underwriters in the sale, the obligations of the underwriters to
purchase the securities will be subject to conditions. The underwriters will be
obligated to purchase all the securities offered, if any are purchased. The
underwriters will acquire the securities for their own account. The underwriters
may resell the securities in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The underwriters may change from time to time any initial
public offering price and any discounts or concessions allowed or re-allowed or
paid to dealers.
4
We may use agents in the sale of securities. Unless indicated in the
prospectus supplement, the agent will be acting on a best efforts basis for the
period of its appointment.
If we use a dealer in the sale of the securities, we will sell the
securities to the dealer as principal. The dealer may then resell the securities
to the public at varying prices it determines at the time of resale.
We also may sell the securities in connection with a remarketing upon their
purchase, in accordance with a redemption or repayment, by a remarketing firm
acting as principal for its own account or as our agent. Remarketing firms may
be deemed to be underwriters in connection with the securities they remarket.
We may authorize underwriters, dealers or agents to solicit offers to
purchase the securities under a delayed delivery contract providing for payment
and delivery at a future date.
We will identify any underwriters or agents and describe their
compensation, including any discounts or commissions, in a prospectus
supplement. Underwriters, dealers and agents that participate in the
distribution of the offered securities may be underwriters as defined in the
Securities Act of 1933. Any discounts or commissions received by them from us
and any profit on the resale of the securities by them may be treated as
underwriting discounts and commissions.
We may have agreements with the underwriters, dealers and agents to
indemnify them against some civil liabilities, including liabilities under the
Securities Act of 1933, or to contribute to payments that the underwriters,
dealers or agents may be required to make. Underwriters, dealers or agents may
engage in transactions with, or perform services for, us in the ordinary course
of their business.
DESCRIPTION OF DEBT SECURITIES
This prospectus describes the terms and provisions of the debt securities.
When we offer to sell a particular series of debt securities, we will describe
the specific terms of the securities in a supplement to this prospectus. The
prospectus supplement also will indicate whether the general terms and
provisions described in this prospectus apply to the particular series of debt
securities.
The debt securities will be issued under an indenture between Kroger and a
trustee to be selected by us. The indenture allows us to have different trustees
for each debt security offering.
We have summarized the material terms of the indenture below. The indenture
is included as an exhibit to the registration statement for these securities
that we have filed with the SEC. You should read the indenture for the
provisions that are important to you.
PRINCIPAL TERMS OF THE DEBT SECURITIES
The debt securities will rank equally and ratably with all of our other
unsecured and unsubordinated indebtedness.
5
A prospectus supplement relating to any series of debt securities being
offered will include specific terms relating to that series of debt securities.
These terms will include some or all of the following:
- their type and title;
- their total principal amount and currency or currency unit;
- the denominations in which they are authorized to be issued;
- the percentage of their principal amount at which they will be issued;
- the date on which they will mature;
- if they bear interest, the interest rate or the method by which the
interest rate will be determined;
- the times at which any interest will be payable or the manner of
determining the interest payment dates;
- any optional or mandatory redemption periods and the redemption or
purchase price;
- any guarantees by our direct and indirect subsidiaries;
- any sinking fund requirements;
- any special United States federal income tax considerations;
- whether they are to be issued in the form of one or more temporary or
permanent global securities and, if so, the identity of the depositary
for the global securities;
- any information with respect to book-entry procedures;
- the manner in which the amount of any payments of principal and interest
determined by reference to an index are determined; and
- any other specific terms not inconsistent with the indenture.
DENOMINATIONS, REGISTRATION, TRANSFER AND PAYMENT
We will issue the debt securities in registered form without coupons or in
the form of one or more global securities, as described below under "Global
securities." We will issue registered securities denominated in U.S. dollars
only in denominations of $1,000 or any integral multiple of $1,000. We will
issue global securities in a denomination equal to the total principal amount of
outstanding debt securities of the series represented by the global security. We
will describe the denomination of debt securities denominated in a foreign or
composite currency in a prospectus supplement.
You may present registered securities for registration of transfer at the
office of the registrar or at the office of any transfer agent designated by us.
We will pay principal and any premium and interest on registered securities
at the office of the paying agent. We may choose to make any interest payment
(1) by check mailed to the holder's address appearing in the register or (2) by
wire transfer to an account maintained by the holder as specified in the
register. We will make interest payments to the person in whose name the debt
security is registered at the close of business on the day or days specified by
us.
6
The trustee's principal office in the City of New York, Chicago,
Cincinnati, or other location, will be designated as the sole paying agent for
payments on registered securities.
GLOBAL SECURITIES
We will deposit global securities with the depositary identified in the
prospectus supplement. A global security is a security, typically held by a
depositary, that represents the beneficial interests of a number of purchasers
of the security.
After we issue a global security, the depositary will credit on its
book-entry registration and transfer system the respective principal amounts of
the debt securities represented by the global security to the accounts of
persons that have accounts with the depositary. These account holders are known
as "participants." The underwriters or agents participating in the distribution
of the debt securities will designate the accounts to be credited. Only a
participant or a person that holds an interest through a participant may be the
beneficial owner of a global security. Ownership of beneficial interests in the
global security will be shown on, and the transfer of that ownership will be
effected only through, records maintained by the depositary and its
participants.
We and the trustee will treat the depositary or its nominee as the sole
owner or holder of the debt securities represented by a global security. Except
as set forth below, owners of beneficial interests in a global security will not
be entitled to have the debt securities represented by the global security
registered in their names. They also will not receive or be entitled to receive
physical delivery of the debt securities in definitive form and will not be
considered the owners or holders of the debt securities.
Principal, any premium and any interest payments on debt securities
represented by a global security registered in the name of a depositary or its
nominee will be made to the depositary or its nominee as the registered owner of
the global security. None of Kroger, the trustee or any paying agent will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in the global
security or for maintaining, supervising or reviewing any records relating to
the beneficial ownership interests.
We expect that the depositary, upon receipt of any payments, will
immediately credit participants' accounts with payments in amounts proportionate
to their respective beneficial interests in the principal amount of the global
security as shown on the depositary's records. We also expect that payments by
participants to owners of beneficial interests in the global security will be
governed by standing instructions and customary practices, as is the case with
the securities held for the accounts of customers registered in "street names"
and will be the responsibility of the participants.
If the depositary is at any time unwilling or unable to continue as
depositary and a successor depositary is not appointed by us within ninety days,
we will issue registered securities in exchange for the global security. In
addition, we may at any time in our sole discretion determine not to have any of
the debt securities of a series represented by global securities. In that event,
we will issue debt securities of that series in definitive form in exchange for
the global securities.
7
EVENTS OF DEFAULT
When we use the term "Event of Default" in the indenture, here are examples
of what we mean:
- we fail to pay the principal or any premium on any debt security when
due;
- we fail to deposit any sinking fund payment when due;
- we fail to pay interest when due on any security for 30 days;
- we fail to comply with any other covenant in the debt securities and this
failure continues for 60 days after we receive written notice of it;
- we default in any of our other indebtedness in excess of $50,000,000, and
that results in an acceleration of maturity; or
- we take specified actions relating to our bankruptcy, insolvency or
reorganization.
The supplemental indenture or the form of security for a particular series
of debt securities may include additional Events of Default or changes to the
Events of Default described above. You should refer to the prospectus supplement
for the Events of Default relating to a particular series of debt securities. A
default under one series of debt securities will not necessarily be a default
under another series.
If an Event of Default for debt securities of any series occurs and is
continuing, the trustee or the holders of at least 25% in principal amount of
all of the debt securities of that series outstanding may require us to
immediately repay all of the principal and interest due on the debt securities
of that series. The holders of a majority in principal amount of all of the debt
securities of that series may rescind this accelerated payment requirement, if
the rescission would not conflict with any judgment or decree by a court and if
all existing Events of Default have been cured or waived.
If an Event of Default occurs and is continuing, the trustee may pursue any
remedy available to it to collect payment or to enforce the performance of any
provision of the debt securities or the indenture.
The holders of a majority in principal amount of the debt securities may
generally waive an existing default and its consequences.
MODIFICATION OF THE INDENTURE
The indenture may be amended without the consent of any holder of debt
securities:
- to cure any ambiguity, defect or inconsistency;
- to permit a successor to assume our obligations under the indenture;
- to add additional covenants for the benefit of holders;
- to add additional Events of Default;
- to add or change provisions necessary to facilitate the issuance of
securities; or
- to entitle the securities to the benefit of security.
The indenture may be amended with the written consent of the holders of at
least 50% in principal amount of the debt securities of the series affected by
the amendment. Holders of at least 50% in principal amount of the debt
securities may waive our
8
compliance with any provision of the indenture or the debt securities by giving
notice to the trustee.
However, no amendment or waiver that
- changes the maturity of principal or any installment of principal or
interest;
- reduces the amount of principal or interest or premium payable on
redemption;
- reduces the amount of debt securities whose holders must consent to an
amendment or waiver;
- modifies provisions related to rights of holders to redeem securities at
their option; or
- changes other rights of holders as specifically identified in the
indenture
will be effective against any holder without the holder's consent.
OTHER DEBT SECURITIES
In addition to the debt securities described above, we may issue
subordinated debt securities that rank junior to our senior debt securities.
These debt securities will be described in a prospectus supplement and will be
issued pursuant to an indenture entered into between Kroger and a trustee that
we select. The indenture will be filed with the SEC and qualified under the
Trust Indenture Act.
OTHER LIMITATIONS
The prospectus supplement may contain provisions that limit our ability to
consolidate or merge with other companies. It also may contain provisions that
limit our right to incur liens and to engage in sale and leaseback transactions.
DESCRIPTION OF CAPITAL STOCK
Our Amended Articles of Incorporation authorize us to issue 1,000,000,000
shares of common stock, $1 par value per share, and 5,000,000 shares of
cumulative preferred stock, $100 par value per share. At our annual meeting of
shareholders in 1999, our shareholders authorized an increase in the authorized
shares of common stock to 2,000,000,000, but that increase has not yet been
implemented. As of April 24, 2002, there were outstanding 794,109,633 shares of
common stock, and no shares of cumulative preferred stock.
COMMON STOCK
All outstanding common stock is, and any stock issued under this prospectus
will be, fully paid and nonassessable. Subject to rights of preferred
stockholders if any preferred stock is issued and outstanding, holders of common
stock
- are entitled to any dividends validly declared;
- will share ratably in our net assets in the event of a liquidation; and
- are entitled to one vote per share, unless they are entitled to
cumulative voting for the election of directors.
The common stock has no conversion rights. Holders of common stock have no
preemption, subscription, redemption, or call rights related to those shares.
9
The Bank of New York is the transfer agent and registrar for our common
stock.
PREFERRED STOCK
This prospectus describes the terms and provisions of our preferred stock.
When we offer to sell a particular series of preferred stock, we will describe
the specific terms of the securities in a supplement to this prospectus. The
prospectus supplement will also indicate whether the terms and provisions
described in this prospectus apply to the particular series of preferred stock.
The preferred stock will be issued under a certificate of designations relating
to each series of preferred stock. It is also subject to our Amended Articles of
Incorporation.
We have summarized the material portions of the certificate of designations
below. The certificate of designations will be filed with the SEC in connection
with an offering of preferred stock.
Our Amended Articles of Incorporation authorize us to issue 5,000,000
shares of preferred stock, par value $100 per share. Our Board is authorized to
designate any series of preferred stock and the powers, preferences and rights
of the preferred stock without further shareholder action. As of February 2,
2002, we had no shares of preferred stock outstanding. On that same date, 50,000
shares were reserved for issuance under our warrant dividend plan. These shares
are designated "Series A Preferred Shares."
Our Board is authorized to determine or fix the following terms for each
series of preferred stock, which will be described in a prospectus supplement:
- the designation and number of shares;
- the dividend rate;
- the payment date for dividends and the date from which dividends are
cumulative;
- our redemption rights and the redemption prices;
- amounts payable to holders on our liquidation, dissolution or winding up;
- the amount of the sinking fund, if any;
- whether the shares will be convertible or exchangeable, and if so the
prices and terms; and
- whether future shares of the series or any future series or other class
of stock is subject to any restrictions, and if so the nature of the
restrictions.
When we issue shares of preferred stock, they will be fully paid and
nonassessable.
Dividends
The holders of preferred stock will be entitled to receive cash dividends
if declared by our Board of Directors out of funds we can legally use for
payment. The prospectus supplement will indicate the dividend rates and the
dates on which we will pay dividends. The rates may be fixed or variable or
both. If the dividend rate is variable, the formula used to determine the
dividend rate will be described in the prospectus supplement. We will pay
dividends to the holders of record as they appear on the record dates fixed by
our Board.
Our Board will not declare and pay a dividend on any series of preferred
stock unless full dividends for all series of preferred stock ranking equal as
to dividends have been
10
declared or paid and sufficient funds are set aside for payment. If dividends
are not paid in full, we will declare any dividends pro rata among the preferred
stock of each series and any series of preferred stock ranking equal to any
other series as to dividends. A "pro rata" declaration means that the dividends
we declare per share on each series of preferred stock will bear the same
relationship to each other that the full accrued dividends per share on each
series of the preferred stock bear to each other.
Unless all dividends on the preferred stock have been paid in full, we will
not declare or pay any dividends or set aside sums for payment of dividends or
distributions on any common stock or on any class of security ranking junior to
the series of preferred stock, except for dividends or distributions paid for
with securities ranking junior to the preferred stock. We also will not redeem,
purchase, or otherwise acquire any securities ranking junior to the series of
preferred stock as to dividends or liquidation preferences, except by conversion
into or exchange for stock junior to the series of preferred stock.
Convertibility
We will not convert or exchange any series of preferred stock for other
securities or property, unless otherwise indicated in the prospectus supplement.
Redemption and sinking fund
We will not redeem or pay into a sinking fund any series of preferred
stock, unless otherwise indicated in the prospectus supplement.
Liquidation rights
If we voluntarily or involuntarily liquidate, dissolve or wind up our
business, holders of any series of preferred stock will be entitled to receive
the liquidation preference per share specified in the prospectus supplement and
all accrued and unpaid dividends. We will pay these amounts to the holders of
each series of the preferred stock, and all amounts owing on any preferred stock
ranking equally with that series of preferred stock as to distributions upon
liquidation. These payments will be made out of our assets available for
distribution to shareholders before any distribution is made to holders of
common stock or any class of stock ranking junior to the series of preferred
stock as to dividends and liquidation preferences.
In the event there are insufficient assets to pay the liquidation
preferences for all equally-ranked classes of preferred stock in full, we will
allocate the remaining assets equally among all series of equally-ranked
preferred stock based upon the aggregate liquidation preference for all
outstanding shares for each series. This distribution means that the
distribution we pay to the holders of all shares ranking equal as to
distributions if we dissolve, liquidate or wind up our business will bear the
same relationship to each other that the full distributable amounts for which
the holders are respectively entitled if we dissolve, liquidate or wind up our
business bear to each other. After we pay the full amount of the liquidation
preference to which they are entitled, the holders of shares of a series of
preferred stock will not be entitled to participate in any further distribution
of our assets.
Voting rights
Holders of preferred stock will be entitled to one vote per share, unless
otherwise indicated in the prospectus supplement or otherwise required by law.
11
Transfer agent and registrar
The prospectus supplement for each series of preferred stock will name the
transfer agent and registrar.
PREFERRED STOCK PURCHASE RIGHTS
On February 28, 1996, we adopted a shareholders' rights plan providing for
stock purchase rights to owners of Kroger common shares. The shareholders'
rights plan was amended and restated on April 4, 1997, and further amended on
October 18, 1998. Each right, when exercisable, entitles the holder to purchase
from us one ten-thousandth of a share. The rights will become exercisable, and
separately tradeable, ten days after a person or group acquires 10% or more of
our common shares or ten business days following a tender offer or exchange
offer resulting in a person or group having beneficial ownership of 10% or more
of our common shares. In the event the rights become exercisable, each right
will entitle the holder the right, if that holder pays the exercise price, to
purchase Kroger common shares, having a market value of twice the exercise price
of the right. Under other circumstances, including some acquisitions of Kroger
in a merger or other business combination transaction, or if 50% or more of our
assets or earning power are sold under some circumstances, each right will
entitle the holder to receive upon payment of the exercise price, shares of
common stock of the acquiring company with a market value of twice the exercise
price. At our option, the rights, before becoming exercisable, are redeemable in
their entirety at a price of $.01 per right. The rights may be adjusted and
expire March 19, 2006.
This summary is qualified by the full text of the shareholders' rights
plan. A copy of this plan is filed as an exhibit to the registration statement
and is incorporated into this prospectus by reference.
DESCRIPTION OF DEPOSITARY SHARES
This prospectus describes the terms and provisions of our depositary
shares. When we offer to sell depositary shares, we will describe the specific
terms for the securities in a supplement to this prospectus. The prospectus
supplement also will indicate whether the terms and provisions described in this
prospectus apply to the depositary shares being offered.
We have summarized the material portions of the deposit agreement below.
The deposit agreement will be filed with the SEC in connection with an offering
of depositary shares.
We may offer fractional interests in preferred stock, rather than full
shares of preferred stock. If we do, we will provide for a depositary to issue
to the public receipts for depositary shares, each of which will represent
ownership of and entitlement to all rights and preferences of a fractional
interest in a share of preferred stock of a specified series. These rights
include dividend, voting, redemption and liquidation rights. The applicable
fraction will be specified in a prospectus supplement. The shares of preferred
stock represented by the depositary shares will be deposited with a depositary
named in a prospectus supplement, under a deposit agreement among us, the
depositary and the holders of the depositary receipts.
The depositary shares will be evidenced by depositary receipts issued under
the deposit agreement. The depositary will be the transfer agent, registrar and
dividend
12
disbursing agent for the depositary shares. Holders of depositary receipts agree
to be bound by the deposit agreement, which requires holders to file proof of
residence and pay charges.
DIVIDENDS
The depositary will distribute all cash dividends or other cash
distributions received to the record holders of depositary receipts in
proportion to the number of depositary shares owned by them on the relevant
record date. The record date will be the same date as the record date we fix for
the applicable series of preferred stock.
If we make a non-cash distribution, the depositary will distribute property
to the holders of depositary receipts, unless the depositary determines, after
consultation with us, that it is not feasible to make this distribution. If this
occurs, the depositary may, with our approval, adopt any other method for the
distribution as it deems appropriate, including the sale of the property and
distribution of the net proceeds from the sale.
LIQUIDATION PREFERENCE
If we voluntarily or involuntarily liquidate, dissolve or wind up our
business, the holders of each depositary share will receive the fraction of the
liquidation preference accorded each share of the applicable series of preferred
stock.
REDEMPTION
If we redeem the series of preferred stock underlying the depositary
shares, we will redeem the depositary shares from the redemption proceeds of the
preferred stock held by the depositary. Whenever we redeem any preferred stock
held by the depositary, the depositary will redeem on the same redemption date
the number of depositary shares representing the preferred stock being redeemed.
The depositary will mail the notice of redemption between 30 to 60 days prior to
the date fixed for redemption to the record holders of the depositary receipts.
VOTING
The depositary will promptly mail information contained in any notice of
meeting it receives from us to the record holders of the depositary receipts.
Each record holder of depositary receipts will be entitled to instruct the
depositary as to its exercise of its voting rights pertaining to the number of
shares of preferred stock represented by its depositary shares. The depositary
will try, if practical, to vote the preferred stock underlying the depositary
shares according to the instructions received. We will agree to try to take all
action that the depositary finds necessary in order to enable the depositary to
vote the preferred stock in that manner. The depositary will not vote any of the
preferred stock for which it does not receive specific instructions from the
holders of depositary receipts.
WITHDRAWAL OF PREFERRED STOCK
If holders surrender depositary receipts at the principal office of the
depositary and pay any unpaid amount due to the depositary, the owner of the
depositary shares is entitled to receive the number of whole shares of preferred
stock and all money and other property represented by the depositary shares.
Partial shares of preferred stock will not be issued. If the holder delivers
depositary receipts evidencing a number of depositary shares that represent more
than a whole number of shares of preferred stock, the depositary will issue a
new depositary receipt evidencing the excess number of depositary shares to that
holder.
13
Holders of preferred stock received in exchange for depositary shares will no
longer be entitled to deposit these shares under the deposit agreement or to
receive depositary receipts.
AMENDMENT AND TERMINATION OF DEPOSIT AGREEMENT
The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may be amended by agreement between us and
the depositary. However, any amendment that materially and adversely alters the
rights of the holders, other than any change in fees, of depositary shares will
not be effective unless approved by the holders of at least a majority of the
depositary shares then outstanding. An amendment may not impair the right of any
owner of any depositary shares to surrender its depositary receipt with
instructions to the depositary in exchange for preferred stock, money and
property, except in order to comply with mandatory provisions of applicable law.
The deposit agreement may be terminated by us or the depositary only if:
- all outstanding depositary shares have been redeemed; or
- there has been a final distribution to the holders of the preferred stock
in connection with the liquidation, dissolution or winding up of our
business, and the distribution has been made to all the holders of
depositary shares.
CHARGES OF DEPOSITARY
We will pay all transfer and other taxes and governmental charges
attributable solely to the depositary arrangements. We will pay the depositary's
charges for the initial deposit of the preferred stock and the initial issuance
of the depositary shares, any redemption of the preferred stock and all
exchanges for preferred stock. Holders of depositary receipts will pay transfer,
income and other taxes and governmental charges and other charges stated in the
deposit agreement to be for their accounts. In some circumstances, the
depositary may refuse to transfer depositary shares, may withhold dividends and
distributions and may sell the depositary shares if those charges are not paid.
OBLIGATIONS OF DEPOSITARY
The depositary will forward to the holders of depositary receipts all
reports and communications from us that are delivered to it and that we are
required to furnish to the holders of the preferred stock. In addition, the
depositary will make available for inspection by holders of depositary receipts
at its principal office, and at other places it deems advisable, any reports and
communications received from us.
We will not assume, and the depositary will not assume, any obligation or
any liability under the deposit agreement to holders of depositary receipts
other than for gross negligence or willful misconduct. We will not be liable,
and the depositary will not be liable, if we are prevented or delayed by law or
any circumstance beyond our control in performing our obligations under the
deposit agreement. Our obligations and the depositary's obligations under the
deposit agreement will be limited to performance in good faith of our and their
duties. We and the depositary will not be obligated to prosecute or defend any
legal proceeding related to any depositary shares or preferred stock unless we
receive satisfactory indemnity. We and the depositary may rely on written advice
of our counsel or accountants, on information provided by holders of depositary
receipts or other persons believed in good faith to be competent to give this
information. We also may rely on documents believed to be genuine and to have
been signed or presented by the proper party or parties.
14
RESIGNATION AND REMOVAL OF DEPOSITARY
The depositary may resign at any time by delivering to us notice of its
election to do so. At any time we may remove the depositary. The resignation or
removal will take effect after a successor depositary is appointed and has
accepted the appointment. We must appoint a successor within 60 days after
delivery of the notice for resignation or removal and the successor depositary
must be a bank or trust company having its principal office in the United States
and having a combined capital and surplus of at least $150,000,000.
FEDERAL INCOME TAX CONSEQUENCES
Owners of the depositary shares will be treated for federal income tax
purposes as if they were owners of the preferred stock underlying the depositary
shares. Accordingly, the owners will be entitled to take into account for
federal income tax purposes income and deductions to which they would be
entitled if they were holders of the preferred stock. In addition:
- no gain or loss will be recognized for federal income tax purposes upon
the withdrawal of preferred stock in exchange for depositary shares;
- the tax basis of each share of preferred stock to an exchanging owner of
depositary shares will, when exchanged, be the same as the aggregate tax
basis of the depositary shares being exchanged; and
- the holding period for preferred stock in the hands of an exchanging
owner of depositary shares will include the period during which that
person owned the depositary shares.
DESCRIPTION OF WARRANTS
This prospectus describes the terms and provisions of the warrants. When we
offer to sell warrants, we will describe the specific terms of the warrants and
warrant agreement in a supplement to this prospectus. The prospectus supplement
also will indicate whether the terms and provisions described in this prospectus
apply to the warrants being offered.
We have summarized the material portions of the warrant agreement below.
The warrant agreement will be filed with the SEC in connection with an offering
of warrants. You should read the warrant agreement for the provisions that are
important to you.
We may issue warrants for the purchase of our debt securities, preferred
stock or common stock. Warrants may be issued alone or together with debt
securities, preferred stock or common stock offered by any prospectus supplement
and may be attached to or separate from those securities. Each series of
warrants will be issued under a separate warrant agreement to be entered into
between us and a bank or trust company, as warrant agent. The warrant agent will
act solely as our agent in connection with the warrants and will not assume any
obligation or relationship of agency or trust for or with any holders or
beneficial owners of warrants.
DEBT WARRANTS
The prospectus supplement relating to a particular issue of warrants to
issue debt securities will describe the terms of the debt warrants, including
the following:
- their title;
- their offering price;
15
- their aggregate number;
- the designation and terms of the debt securities that can be purchased
when they are exercised;
- the designation and terms of the debt securities that are issued with the
warrants and the number of warrants issued with each debt security;
- the date when they and any debt securities issued will be separately
transferable;
- the principal amount of debt securities that can be purchased when they
are exercised and the purchase price;
- the date on which the right to exercise warrants begins and the date on
which the right expires;
- the minimum or maximum amount of warrants that may be exercised at any
one time;
- whether they and the debt securities that may be issued when they are
exercised will be issued in registered or bearer form;
- information about book-entry procedures;
- the currency or currency units in which the offering price and the
exercise price are payable;
- a discussion of material United States federal income tax considerations;
- the antidilution provisions; and
- the redemption or call provisions.
STOCK WARRANTS
The prospectus supplement relating to any particular issue of warrants to
issue common stock or preferred stock will describe the terms of the stock
warrants, including the following:
- their title;
- their offering price;
- their aggregate number;
- the designation and terms of the common stock or preferred stock that can
be purchased when they are exercised;
- the designation and terms of the common stock or preferred stock that is
issued and the number of warrants issued with shares of each common stock
or preferred stock;
- the date when they and any common stock or preferred stock issued will be
separately transferable;
- the number of shares of common stock or preferred stock that can be
purchased when they are exercised and the purchase price;
- the date on which the right to exercise them begins and the date on which
the right expires;
- the minimum or maximum amount that may be exercised at any one time;
16
- the currency or currency units in which the offering price and the
exercise price are payable;
- a discussion of material United States federal income tax considerations;
- the antidilution provisions; and
- the redemption or call provisions.
EXPERTS
The financial statements incorporated in this prospectus by reference to
the Annual Report on Form 10-K of The Kroger Co. for the year ended February 2,
2002, 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.
Documents incorporated by reference in the future in this prospectus will
include financial statements, related schedules, if required, and auditors'
reports. The financial statements and schedules will have been audited to the
extent and for the periods identified in the reports by the firm submitting the
report. If audited financials are incorporated by reference, it will be based on
reports given on the authority of the issuing firm as experts in accounting and
auditing.
LEGAL OPINIONS
The validity of the securities we are offering will be passed upon for us
by Paul Heldman, Esq., Senior Vice President, Secretary and General Counsel of
Kroger. As of May 31, 2002, Mr. Heldman owned approximately 107,167 shares of
Kroger common stock, and had options to acquire an additional 520,500 shares.
17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of the
Securities being registered, other than underwriting compensation, are estimated
as follows:
<Table>
Registration Fee for Registration Statement.......... $184,000
Accounting Fees and Expenses......................... 100,000
Blue Sky Fees and Expenses........................... 10,000
Legal Fees and Expenses.............................. 75,000
Printing and Engraving Fees.......................... 75,000
Miscellaneous........................................ 50,000
--------
TOTAL.............................................. $494,000*
========
</Table>
- -------------------------
* All amounts are estimated except for the registration fee.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Registrant's Regulations (bylaws) each present or former
director, officer or employee of the Registrant and each person who is serving
or shall have served at the request of the Registrant as a director, officer, or
employee of another corporation (and his heirs, executors and administrators)
will be indemnified by the Registrant against expenses actually and necessarily
incurred by him, 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 is or may be made a party by reason of being or having been such director,
officer, or employee, provided (1) he is adjudicated or determined not to have
been negligent or guilty of misconduct in the performance of his duty to the
Registrant or such other corporation, (2) he is determined to have acted in good
faith in what he reasonably believed to be the best interest of the Registrant
or of such other corporation, and (3) in any matter the subject of a criminal
action, suit, or proceeding, he is determined to have had no reasonable cause to
believe that his conduct was unlawful. See also Ohio Revised Code, Section
1701.13.
The Registrant also maintains directors' and officers' reimbursement and
liability insurance pursuant to policies with aggregate limits of $125 million.
ITEM 16. EXHIBITS
<Table>
1.1 -- Form of Underwriting Agreement. Incorporated by reference to Exhibit
1.1 to The Kroger Co.'s Current Report on Form 8-K dated April
3, 2002.
</Table>
II-1
<Table>
4.1 -- Amended Articles of Incorporation of The Kroger Co. are
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. The Kroger Co.'s Regulations are incorporated by
reference to Exhibit 4.2 of The Kroger Co.'s Registration
Statement on Form S-3 (Registration No. 33-57552) filed with
the SEC on January 28, 1993.
4.2 -- Rights Agreement, including form of Rights Certificate,
incorporated by reference to The Kroger Co.'s Registration
Statements on Form 8-A/A dated April 4, 1997 and October 18,
1998.
4.3 -- Form of Senior Indenture (including form of securities).
Incorporated by reference to Exhibit 4.3 to the Registrant's
Registration Statement on Form S-3 (Registration No.
333-74389).
*4.4 -- Certificate of Designation of series of preferred shares.
*4.5 -- Form of Deposit Agreement for depositary shares.
*4.6 -- Form of Warrant Agreement, including form of warrant
certificate.
5.1 -- Opinion of Paul Heldman, Esq., including his consent.
12.1 -- Computation of Ratio of Earnings to Fixed Charges.
23.1 -- Consent of PricewaterhouseCoopers LLP.
23.2 -- Consent of Paul Heldman, Esq., included in Exhibit 5.1.
24.1 -- Powers of Attorney.
25.1 -- Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939. Incorporated by reference
to Exhibit 25.1 to the Registrant's Current Report on Form
8-K dated April 30, 1999.
</Table>
- -------------------------
* To be filed as an Exhibit to a document to be incorporated by reference for
the specific offering of securities, if any, to which it relates.
ITEM 17. UNDERTAKINGS.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the Securities registered hereby, a post-effective amendment to this
Registration Statement: (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; (ii) 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 this Registration Statement; (iii) to include any
material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change
to such information in this Registration Statement; provided, however, that
the undertakings set forth in clauses (1)(i) and (1)(ii) above do not apply
if the information required to be included in a post-effective amendment by
those clauses is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this Registration Statement.
II-2
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(b) The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions of Item 15 of Part II or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in said 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, 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.
(d) The undersigned Registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Act.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 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 June 27, 2002.
THE KROGER CO.
BY /s/ BRUCE M. GACK
------------------------------------
Bruce M. Gack
Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
REGISTRANT
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
* /s/ REUBEN V. ANDERSON Director
- ---------------------------------------------
Reuben V. Anderson
* /s/ ROBERT D. BEYER Director
- ---------------------------------------------
Robert D. Beyer
* /s/ JOHN L. CLENDENIN Director
- ---------------------------------------------
John L. Clendenin
* /s/ DAVID B. DILLON Director, President and
- --------------------------------------------- Chief Operating Officer
David B. Dillon
* /s/ BRUCE KARATZ Director
- ---------------------------------------------
Bruce Karatz
* /s/ JOHN T. LAMACCHIA Director
- ---------------------------------------------
John T. LaMacchia
* /s/ DAVID B. LEWIS Director
- ---------------------------------------------
David B. Lewis
</Table>
II-4
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* /s/ EDWARD M. LIDDY Director
- ---------------------------------------------
Edward M. Liddy
* /s/ CLYDE R. MOORE Director
- ---------------------------------------------
Clyde R. Moore
* /s/ THOMAS H. O'LEARY Director
- ---------------------------------------------
Thomas H. O'Leary
* /s/ KATHERINE D. ORTEGA Director
- ---------------------------------------------
Katherine D. Ortega
* /s/ JOSEPH A. PICHLER Chairman of the Board of
- --------------------------------------------- Directors, Chief
Joseph A. Pichler Executive Officer, and
Director
* /s/ STEVEN R. ROGEL Director
- ---------------------------------------------
Steven R. Rogel
* /s/ J. MICHAEL SCHLOTMAN Group Vice President and
- --------------------------------------------- Chief Financial
J. Michael Schlotman Officer -- Principal
Financial Officer
* /s/ BOBBY S. SHACKOULS Director
- ---------------------------------------------
Bobby S. Shackouls
* /s/ MARY ELIZABETH VAN OFLEN Vice President and Corporate
- --------------------------------------------- Controller -- Principal
Mary Elizabeth Van Oflen Accounting Officer
*By /s/ BRUCE M. GACK
- ---------------------------------------------
Bruce M. Gack
As Attorney-in-fact
June 27, 2002
</Table>
II-5
CO-REGISTRANT OFFICERS AND DIRECTORS
<Table>
<Caption>
SIGNATURE TITLE DATE
All as of
June 27, 2002
Dillon Companies, Inc.
/s/ DAVID B. DILLON Director, Chairman of
- --------------------------------------------- the Board, President and
David B. Dillon Chief Executive Officer
(Principal Executive Officer)
/s/ FRANK J. REMAR Vice President, Secretary and
- --------------------------------------------- Treasurer (Principal
Frank J. Remar Financial and Accounting
Officer)
/s/ JOSEPH A. PICHLER Director
- ---------------------------------------------
Joseph A. Pichler
/s/ PAUL W. HELDMAN Director, Vice President,
- --------------------------------------------- and Assistant Secretary
Paul W. Heldman
Drugs Distributors, Inc.
/s/ J. ROBERT RICE Director and President
- --------------------------------------------- (Principal Executive
J. Robert Rice Officer)
/s/ ROBERT WELTY Treasurer (Principal
- --------------------------------------------- Financial and Accounting
Robert Welty Officer)
/s/ PAUL W. HELDMAN Director and Vice President
- ---------------------------------------------
Paul W. Heldman
/s/ Thomas P. O'Brien, Jr. Director and Secretary
- ---------------------------------------------
Thomas P. O'Brien, Jr.
</Table>
II-6
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
Henpil, Inc.
/s/ LEE BREWER President and Director
- --------------------------------------------- (Principal Executive
Lee Brewer Officer)
/s/ PAUL SCHWEITZER Director, Vice President,
- --------------------------------------------- Treasurer, and Secretary
Paul Schweitzer (Principal Financial and
Accounting Officer)
/s/ JACK CANNON Director and Vice President
- ---------------------------------------------
Jack Cannon
Inter-American Foods, Inc.
/s/ PAUL W. HELDMAN Director and President
- --------------------------------------------- (Principal Executive Officer)
Paul W. Heldman
/s/ W. RODNEY MCMULLEN Vice President and Chief
- --------------------------------------------- Financial Officer
W. Rodney McMullen (Principal Financial
Officer)
/s/ SCOTT M. HENDERSON Vice President and Treasurer
- --------------------------------------------- (Principal Accounting Officer)
Scott M. Henderson
/s/ Thomas P. O'Brien, Jr. Director
- ---------------------------------------------
Thomas P. O'Brien, Jr.
/s/ BRUCE M. GACK Director, Vice President and
- --------------------------------------------- Secretary
Bruce M. Gack
J. V. Distributing, Inc.
/s/ W. RODNEY MCMULLEN President (Principal
- --------------------------------------------- Executive Officer)
W. Rodney McMullen
/s/ SCOTT M. HENDERSON Treasurer (Principal
- --------------------------------------------- Financial and Accounting
Scott M. Henderson Officer)
</Table>
II-7
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
/s/ PAUL W. HELDMAN Director and Vice
- --------------------------------------------- President
Paul W. Heldman
/s/ THOMAS P. O'BRIEN, JR. Director
- ---------------------------------------------
Thomas P. O'Brien, Jr.
/s/ BRUCE M. GACK Director and Secretary
- ---------------------------------------------
Bruce M. Gack
KRGP Inc.
KRLP Inc.
Kroger Limited Partnership I
By KRGP Inc., the General Partner
Kroger Limited Partnership II
By KRGP Inc., the General Partner
Kroger Texas L.P.
By KRGP Inc., the General Partner
/s/ JOSEPH A. PICHLER Director, Chairman of the
- --------------------------------------------- Board, and Chief Executive
Joseph A. Pichler Officer (Principal
Executive Officer)
/s/ SCOTT M. HENDERSON Vice President and
- --------------------------------------------- Treasurer (Principal
Scott M. Henderson Financial and Accounting
Officer)
/s/ PAUL W. HELDMAN Director, Vice President,
- --------------------------------------------- and Secretary
Paul W. Heldman
/s/ THOMAS. P. O'BRIEN, JR. Director, Vice President
- --------------------------------------------- and Assistant Secretary
Thomas P. O'Brien, Jr.
/s/ BRUCE M. GACK Director, Vice President
- --------------------------------------------- and Assistant Secretary
Bruce M. Gack
</Table>
II-8
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
The Kroger Co. of Michigan
/s/ JON C. FLORA Director, Chairman of the
- --------------------------------------------- Board, and Chief Executive
Jon C. Flora Officer (Principal
Executive Officer)
/s/ KEVIN TROMBLEY Treasurer and Secretary
- --------------------------------------------- (Principal Financial and
Kevin Trombley Accounting Officer)
/s/ PAUL W. HELDMAN Director, President and
- --------------------------------------------- Assistant Secretary
Paul W. Heldman
/s/ GARY RAYMOND Director and Vice
- --------------------------------------------- President-Operations
Gary Raymond
Kroger Dedicated Logistics Co.
/s/ PAUL W. HELDMAN Director and President
- --------------------------------------------- (Principal Executive
Paul W. Heldman Officer)
/s/ SCOTT M. HENDERSON Director, Vice President,
- --------------------------------------------- and Treasurer (Principal
Scott M. Henderson Financial and Accounting
Officer)
/s/ W. RODNEY MCMULLEN Director
- ---------------------------------------------
W. Rodney McMullen
Kroger Group Cooperative, Inc.
/s/ JOSEPH A. PICHLER Director, Chairman of the Board
- --------------------------------------------- and Chief Executive Officer
Joseph A. Pichler (Principal Executive Officer)
/s/ SCOTT M. HENDERSON Vice President and Treasurer
- --------------------------------------------- (Principal Financial and
Scott M. Henderson Accounting Officer)
/s/ DAVID B. DILLON Director, President and Chief
- --------------------------------------------- Operating Officer
David B. Dillon
/s/ BRUCE M. GACK Director, Vice President and
- --------------------------------------------- Assistant Secretary
Bruce M. Gack
/s/ PAUL W. HELDMAN Director, Vice President
- --------------------------------------------- and Secretary
Paul W. Heldman
/s/ DON W. McGEORGE Director
- ---------------------------------------------
Don W. McGeorge
Peyton's-Southeastern, Inc.
/s/ J. ROBERT RICE Director, President and
- --------------------------------------------- Chief Executive Officer
J. Robert Rice (Principal Executive
Officer)
/s/ ROBERT WELTY Treasurer and Secretary
- --------------------------------------------- (Principal Financial and
Robert Welty Accounting Officer)
</Table>
II-9
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
/s/ MICHAEL J. DONNELLY Director and Vice President
- ---------------------------------------------
Michael J. Donnelly
/s/ PAUL W. HELDMAN Director, Vice President and Assistant
- --------------------------------------------- Secretary
Paul W. Heldman
Queen City Assurance, Inc.
/s/ MARY ELIZABETH VAN OFLEN Director and President
- --------------------------------------------- (Principal Executive Officer)
Mary Elizabeth Van Oflen
/s/ THOMAS A. SMITH Director, Controller and Chief
- --------------------------------------------- Accounting Officer (Principal
Thomas A. Smith Financial and Accounting Officer)
/s/ BRUCE M. GACK Director, Senior Vice President
- --------------------------------------------- and Secretary
Bruce M. Gack
/s/ L. THOMAS AYDT II Director and Senior Vice
- --------------------------------------------- President
L. Thomas Aydt II
Director and Assistant Secretary
- ---------------------------------------------
Alan D. Port
Rocket Newco, Inc.
/s/ LEE BREWER Director and President
- --------------------------------------------- (Principal Executive
Lee Brewer Officer)
/s/ PAUL SCHWEITZER Director, Vice President,
- --------------------------------------------- Treasurer, and Secretary
Paul Schweitzer (Principal Financial and
Accounting Officer)
/s/ JACK CANNON Director
- ---------------------------------------------
Jack Cannon
Topvalco, Inc.
/s/ JAMES E. HODGE President (Principal
- --------------------------------------------- Executive Officer)
James E. Hodge
/s/ SCOTT M. HENDERSON Director, Vice President,
- --------------------------------------------- Treasurer, and Assistant
Scott M. Henderson Secretary (Principal
Financial and Accounting
Officer)
/s/ PAUL W. HELDMAN Director, Vice President
- --------------------------------------------- and Assistant Secretary
Paul W. Heldman
/s/ THOMAS P. O'BRIEN, JR. Director and Assistant
- --------------------------------------------- Secretary
Thomas P. O'Brien, Jr.
Vine Court Assurance Incorporated
RJD Assurance, Inc.
/s/ MARY ELIZABETH VAN OFLEN Director and President
- --------------------------------------------- (Principal Executive
Mary Elizabeth Van Oflen Officer)
</Table>
II-10
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
/s/ SCOTT M. HENDERSON Treasurer (Principal
- --------------------------------------------- Financial Officer)
Scott M. Henderson
/s/ THOMAS A. SMITH Director, Controller, and
- --------------------------------------------- Chief Accounting Officer
Thomas A. Smith (Principal Accounting
Officer)
/s/ BRUCE M. GACK Director, Vice President
- --------------------------------------------- and Secretary
Bruce M. Gack
/s/ L. THOMAS AYDT II Director and Vice President
- ---------------------------------------------
L. Thomas Aydt II
Director
- ---------------------------------------------
Alan D. Port
</Table>
II-11
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
Dillon Real Estate Co., Inc.
/s/ FRANK J. REMAR President (Principal
- --------------------------------------------- Executive Officer)
Frank J. Remar
/s/ SCOTT M. HENDERSON Vice President and
- --------------------------------------------- Treasurer (Principal
Scott M. Henderson Financial and Accounting
Officer)
/s/ DAVID B. DILLON Director and Vice President
- ---------------------------------------------
David B. Dillon
/s/ PAUL W. HELDMAN Director, Vice President
- --------------------------------------------- and Secretary
Paul W. Heldman
/s/ JOSEPH A. PICHLER Director
- ---------------------------------------------
Joseph A. Pichler
</Table>
II-12
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
Junior Food Stores of West Florida, Inc.
/s/ MARK W. SALISBURY President (Principal
- --------------------------------------------- Executive Officer)
Mark W. Salisbury
/s/ FRANK J. REMAR Vice President, Treasurer
- --------------------------------------------- and Assistant Secretary
Frank J. Remar (Principal Financial and
Accounting Officer)
/s/ DAVID B. DILLON Director
- ---------------------------------------------
David B. Dillon
/s/ JOSEPH A. PICHLER Director
- ---------------------------------------------
Joseph A. Pichler
/s/ PAUL W. HELDMAN Director, Vice President and
- --------------------------------------------- Secretary
Paul W. Heldman
Kwik Shop, Inc.
/s/ MICHAEL HOFFMANN President (Principal
- --------------------------------------------- Executive Officer)
Michael Hoffman
/s/ FRANK J. REMAR Vice President, Assistant
- --------------------------------------------- Secretary and Treasurer
Frank J. Remar (Principal Financial and
Accounting Officer)
/s/ DAVID B. DILLON Director
- ---------------------------------------------
David B. Dillon
/s/ PAUL W. HELDMAN Director, Vice President and
- --------------------------------------------- Secretary
Paul W. Heldman
/s/ JOSEPH A. PICHLER Director
- ---------------------------------------------
Joseph A. Pichler
Mini Mart, Inc.
/s/ ARTHUR STAWSKI President (Principal
- --------------------------------------------- Executive Officer)
Arthur Stawski
/s/ FRANK J. REMAR Treasurer and Assistant Secretary
- --------------------------------------------- (Principal Financial and
Frank J. Remar Accounting Officer)
</Table>
II-13
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
/s/ DAVID B. DILLON Director
- ---------------------------------------------
David B. Dillon
/s/ PAUL W. HELDMAN Director, Vice President and
- --------------------------------------------- Secretary
Paul W. Heldman
/s/ JOSEPH A. PICHLER Director
- ---------------------------------------------
Joseph A. Pichler
Quik Stop Markets, Inc.
/s/ VAN S. TARVER President (Principal
- --------------------------------------------- Executive Officer)
Van S. Tarver
/s/ FRANK J. REMAR Vice President, Assistant
- --------------------------------------------- Secretary and Treasurer
Frank J. Remar (Principal Financial and
Accounting Officer)
/s/ DAVID B. DILLON Director
- ---------------------------------------------
David B. Dillon
/s/ PAUL W. HELDMAN Director, Vice President and
- --------------------------------------------- Secretary
Paul W. Heldman
/s/ JOSEPH A. PICHLER Director
- ---------------------------------------------
Joseph A. Pichler
THGP Co., Inc.
THLP Co., Inc.
Turkey Hill, L.P.
By THGP Co., Inc.,
its General Partner
/s/ DAVID B. DILLON Director, President and
- --------------------------------------------- Chief Executive Officer
David B. Dillon (Principal Executive Officer)
/s/ FRANK J. REMAR Vice President, Assistant
- --------------------------------------------- Secretary, and Treasurer
Frank J. Remar (Principal Financial and
Accounting Officer)
/s/ PAUL W. HELDMAN Director, Vice President,
- --------------------------------------------- and Secretary
Paul W. Heldman
/s/ JOSEPH A. PICHLER Director
- ---------------------------------------------
Joseph A. Pichler
</Table>
II-14
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
Wells Aircraft, Inc.
/s/ GARY W. CROW President (Principal
- --------------------------------------------- Executive Officer)
Gary W. Crow
/s/ FRANK J. REMAR Vice President, Assistant Secretary
- --------------------------------------------- and Treasurer (Principal
Frank J. Remar Financial and Accounting
Officer)
/s/ DAVID B. DILLON Director and Vice President
- ---------------------------------------------
David B. Dillon
/s/ PAUL W. HELDMAN Director, Vice President and
- --------------------------------------------- Secretary
Paul W. Heldman
/s/ JOSEPH A. PICHLER Director
- ---------------------------------------------
Joseph A. Pichler
Fred Meyer Stores, Inc.
/s/ SAMMY K. DUNCAN President and Chief
- --------------------------------------------- Executive Officer
Sammy K. Duncan (Principal Executive
Officer)
/s/ DAVID DEATHERAGE Senior Vice President and
- --------------------------------------------- Chief Financial Officer
David Deatherage (Principal Financial
Officer)
/s/ SCOTT M. HENDERSON Vice President and
- --------------------------------------------- Treasurer (Principal
Scott M. Henderson Accounting Officer)
/s/ JOSEPH A. PICHLER Director
- ---------------------------------------------
Joseph A. Pichler
/s/ DAVID B. DILLON Director
- ---------------------------------------------
David B. Dillon
/s/ PAUL W. HELDMAN Director, Vice President and
- --------------------------------------------- Secretary
Paul W. Heldman
</Table>
II-15
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
Fred Meyer, Inc.
CB&S Advertising Agency, Inc.
Distribution Trucking Company
FM, Inc.
Fred Meyer of Alaska, Inc.
Fred Meyer of California, Inc.
Roundup Co.
/s/ WARREN F. BRYANT President
- --------------------------------------------- (Principal Executive
Warren F. Bryant Officer)
/s/ DAVID DEATHERAGE Vice President and Chief
- --------------------------------------------- Financial Officer
David Deatherage (Principal Financial
Officer)
/s/ SCOTT M. HENDERSON Vice President and
- --------------------------------------------- Treasurer (Principal
Scott M. Henderson Accounting Officer)
/s/ JOSEPH A. PICHLER Director
- ---------------------------------------------
Joseph A. Pichler
/s/ DAVID B. DILLON Director
- ---------------------------------------------
David B. Dillon
/s/ PAUL W. HELDMAN Director, Vice President,
- --------------------------------------------- and Secretary
Paul W. Heldman
Smith's Beverage of Wyoming, Inc.
/s/ JAMES W. HALLSEY President
- --------------------------------------------- (Principal Executive Officer)
James W. Hallsey
/s/ SCOTT M. HENDERSON Vice President and
- --------------------------------------------- Treasurer (Principal Financial
Scott M. Henderson and Accounting Officer)
/s/ JOSEPH A. PICHLER Director
- ---------------------------------------------
Joseph A. Pichler
/s/ DAVID B. DILLON Director
- ---------------------------------------------
David B. Dillon
/s/ PAUL W. HELDMAN Director, Vice President
- --------------------------------------------- and Secretary
Paul W. Heldman
Hughes Markets, Inc.
Hughes Realty, Inc.
KU Acquisition Corporation
/s/ WARREN F. BRYANT President
- --------------------------------------------- (Principal Executive
Warren F. Bryant Officer)
/s/ SCOTT M. HENDERSON Vice President and Treasurer
- --------------------------------------------- (Principal Financial and
Scott M. Henderson Accounting Officer)
/s/ JOSEPH A. PICHLER Director
- ---------------------------------------------
Joseph A. Pichler
/s/ DAVID B. DILLON Director
- ---------------------------------------------
David B. Dillon
/s/ PAUL W. HELDMAN Director, Vice President,
- --------------------------------------------- and Secretary
Paul W. Heldman
</Table>
II-16
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
Fred Meyer Jewelers, Inc.
FMJ, Inc.
/s/ EDWARD A. DAYOOB President and Chief Executive
- --------------------------------------------- Officer (Principal Executive
Edward A. Dayoob Officer)
/s/ DAVID DEATHERAGE Vice President and Chief
- --------------------------------------------- Financial Officer
David Deatherage (Principal Financial
Officer)
/s/ SCOTT M. HENDERSON Vice President and
- --------------------------------------------- Treasurer (Principal
Scott M. Henderson Accounting Officer)
/s/ JOSEPH A. PICHLER Director
- ---------------------------------------------
Joseph A. Pichler
/s/ DAVID B. DILLON Director
- ---------------------------------------------
David B. Dillon
/s/ PAUL W. HELDMAN Director, Vice President,
- --------------------------------------------- and Secretary
Paul W. Heldman
Smith's Food & Drug Centers, Inc.
/s/ WARREN F. BRYANT Chief Executive Officer
- --------------------------------------------- (Principal Executive
Warren F. Bryant Officer)
/s/ JAMES A. KLOPP Chief Financial Officer
- --------------------------------------------- (Principal Financial
JAMES A. KLOPP Officer)
/s/ SCOTT M. HENDERSON Vice President and
- --------------------------------------------- Treasurer (Principal
Scott M. Henderson Accounting Officer)
/s/ JOSEPH A. PICHLER Director
- ---------------------------------------------
Joseph A. Pichler
</Table>
II-17
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
/s/ DAVID B. DILLON Director
- ---------------------------------------------
David B. Dillon
/s/ PAUL W. HELDMAN Director, Vice President,
- --------------------------------------------- and Secretary
Paul W. Heldman
Richie's, Inc.
/s/ LEE BREWER Director and President
- --------------------------------------------- (Principal Executive
Lee Brewer Officer)
/s/ THOMAS P. O'BRIEN, JR. Director, Vice President,
- --------------------------------------------- Secretary and Treasurer
Thomas P. O'Brien, Jr. (Principal Financial and
Accounting Officer)
/s/ JACK CANNON Director and Vice President
- ---------------------------------------------
Jack Cannon
Quality Food Centers, Inc.
Quality Food, Inc.
Quality Food Holdings, Inc.
QFC Sub, Inc.
Second Story, Inc.
/s/ DARRELL D. WEBB President
- --------------------------------------------- (Principal Executive
Darrell D. Webb Officer)
/s/ SCOTT M. HENDERSON Vice President and Treasurer
- --------------------------------------------- (Principal Financial and
Scott M. Henderson Accounting Officer)
/s/ JOSEPH A. PICHLER Director
- ---------------------------------------------
Joseph A. Pichler
</Table>
II-18
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
/s/ DAVID B. DILLON Director
- ---------------------------------------------
David B. Dillon
/s/ PAUL W. HELDMAN Director, Vice President,
- --------------------------------------------- and Secretary
Paul W. Heldman
Food 4 Less Holdings, Inc.
Cala Co.
Bay Area Warehouse Stores, Inc.
Bell Markets, Inc.
Cala Foods, Inc.
Crawford Stores, Inc.
Food 4 Less of Southern California, Inc.
Alpha Beta Company
Food 4 Less GM, Inc.
Food 4 Less of California, Inc.
Food 4 Less Merchandising, Inc.
F4L L.P.
By: Bay Area Warehouse Stores, Inc.,
Its General Partner
/s/ E. JOHN BURGON President (Principal
- --------------------------------------------- Executive Officer)
E. JOHN BURGON
/s/ SCOTT M. HENDERSON Vice President and Treasurer
- --------------------------------------------- (Principal Financial and
Scott M. Henderson Accounting Officer)
/s/ JOSEPH A. PICHLER Director
- ---------------------------------------------
Joseph A. Pichler
/s/ DAVID B. DILLON Director
- ---------------------------------------------
David B. Dillon
/s/ PAUL W. HELDMAN Director, Vice President,
- --------------------------------------------- and Secretary
Paul W. Heldman
Ralphs Grocery Company
/s/ E. JOHN BURGON President (Principal
- --------------------------------------------- Executive Officer)
E. JOHN BURGON
/s/ STEVEN MCMILLAN Senior Vice President and
- --------------------------------------------- Chief Financial Officer
Steven McMillan (Principal Financial Officer)
/s/ SCOTT M. HENDERSON Vice President and Treasurer
- --------------------------------------------- (Principal Financial and
Scott M. Henderson Accounting Officer)
/s/ JOSEPH A. PICHLER Director
- ---------------------------------------------
Joseph A. Pichler
/s/ DAVID B. DILLON Director
- ---------------------------------------------
David B. Dillon
/s/ PAUL W. HELDMAN Director, Vice President,
- --------------------------------------------- and Secretary
Paul W. Heldman
</Table>
II-19
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
- ------- --------------------
1.1 -- Form of Underwriting Agreement. Incorporated by reference
to Exhibit 1.1 of The Kroger Co.'s Current Report on
Form 8-K dated April 3, 2002. ...........................
4.1 -- Amended Articles of Incorporation of The Kroger Co. are
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. The Kroger Co.'s Regulations are
incorporated by reference to Exhibit 4.2 of The Kroger
Co.'s Registration Statement on Form S-3 (Registration
No. 33-57552) filed with the SEC on January 28, 1993. ...
4.2 -- Rights Agreement, including form of Rights Certificate,
incorporated by reference to The Kroger Co.'s
Registration Statements on Form 8-A/A dated April 4, 1997
and October 18, 1998.....................................
4.3 -- Form of Senior Indenture (including form of securities).
Incorporated by reference to Exhibit 4.3 to the
Registrant's Registration Statement on Form S-3
(Registration No. 333-74389). ...........................
*4.4 -- Certificate of Designation of series of preferred
shares. .................................................
*4.5 -- Form of Deposit Agreement for depositary shares. ........
*4.6 -- Form of Warrant Agreement, including form of warrant
certificate. ............................................
5.1 -- Opinion of Paul Heldman, Esq., including his consent. ...
12.1 -- Computation of Ratio of Earnings to Fixed Charges. ......
23.1 -- Consent of PricewaterhouseCoopers LLP. ..................
23.2 -- Consent of Paul Heldman, Esq., included in Exhibit
5.1. ....................................................
24.1 -- Powers of Attorney. .....................................
25.1 -- Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939. Incorporated by
reference to Exhibit 25.1 to the Registrant's Current
Report on Form 8-K dated April 30, 1999. ................
</Table>
- -------------------------
* To be filed as an Exhibit to a document to be incorporated by reference for
the specific offering of securities, if any, to which it relates.