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Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned directors of THE
KROGER CO. (the "Company") hereby make, constitute and appoint Paul W. Heldman
and Bruce M. Gack, or either one of them, his or her true and lawful
attorneys-in-fact to sign and execute for and on his or her behalf, a
registration statement and any and all amendments thereto with respect to the
issuance and sale by the Company of up to $900,000,000 of Securities to be
filed with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, in such form as they, or either of them, may approve
and to do any and all other acts which said attorneys-in-fact, or either one of
them, may deem necessary or desirable to enable The Kroger Co. to comply
with said Act and the rules and regulations thereunder in connection with such
sale.
IN WITNESS WHEREOF, the undersigned directors have hereunto set their hands and
seal, as of the 22nd day of July, 1999.
s/s Clyde R. Moore s/s Ronald W. Burkle
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s/s Martha R. Seger s/s T. Ballard Morton, Jr.
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s/s John T. LaMacchia s/s Thomas H. O'Leary
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s/s Bobby S. Shackouls s/s Katherine D. Ortega
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s/s Edward M. Liddy s/s Bruce Karatz
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s/s James D. Woods s/s Reuben V. Anderson
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s/s Robert D. Beyer s/s John L. Clendenin
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s/s David B. Dillon s/s Carlton J. Jenkins
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s/s Joseph A. Pichler
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s/s Robert G. Miller
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned officer of THE KROGER
CO. (the "Company") hereby makes, constitutes and appoints Paul W. Heldman and
Bruce M. Gack, or either one of them, his true and lawful attorneys-in-fact to
sign and execute for and on his behalf, a registration statement and any and all
amendments thereto with respect to the issuance and sale by the Company of up to
$900,000,000 of Securities to be filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, in such form as
they, or either of them, may approve and to do any and all other acts which said
attorneys-in-fact, or either one of them, may deem necessary or desirable to
enable The Kroger Co. to comply with said Act and the rules and regulations
thereunder in connection with such sale.
IN WITNESS WHEREOF, I have hereunto set my hand.
s/s W. Rodney McMullen July 22, 1999
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W. Rodney McMullen
Executive Vice President and
Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned officer and director of
THE KROGER CO. (the "Company") hereby makes, constitutes and appoints Paul W.
Heldman and Bruce M. Gack, or either one of them, his true and lawful
attorneys-in-fact to sign and execute for and on his behalf, a registration
statement and any and all amendments thereto with respect to the issuance and
sale by the Company of up to $900,000,000 of Securities to be filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, in such form as they, or either of them, may approve and to do any and
all other acts which said attorneys-in-fact, or either one of them, may deem
necessary or desirable to enable The Kroger Co. to comply with said Act and the
rules and regulations thereunder in connection with such sale.
IN WITNESS WHEREOF, I have hereunto set my hand.
s/s Joseph A. Pichler July 22, 1999
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Joseph A. Pichler
Chairman of the Board,
Chief Executive Officer and
Director
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned officer of THE KROGER
CO. (the "Company") hereby makes, constitutes and appoints Paul W. Heldman and
Bruce M. Gack, or either one of them, his true and lawful attorneys-in-fact to
sign and execute for and on his behalf, a registration statement and any and all
amendments thereto with respect to the issuance and sale by the Company of up to
$900,000,000 of Securities to be filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, in such form as
they, or either of them, may approve and to do any and all other acts which said
attorneys-in-fact, or either one of them, may deem necessary or desirable to
enable The Kroger Co. to comply with said Act and the rules and regulations
thereunder in connection with such sale.
IN WITNESS WHEREOF, I have hereunto set my hand.
s/s J. Michael Schlotman July 22, 1999
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J. Michael Schlotman
Vice President and Corporate Controller
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RESOLUTION
WHEREAS, On June 25, 1999, the Company issued $250,000,000 of its 6.34% Senior
Notes due 2001, $350,000,000 of its 7.25% Senior Notes due 2009, and
$300,000,000 of its 7.70% Senior Notes due 2029 (collectively, the "Notes"); and
WHEREAS, The Notes were issued under Rule 144A of the Securities Act of 1933,
and the Company agreed to give the holders of the Notes certain registration
rights; now, therefore
RESOLVED, That the Company is authorized to issue, in exchange for the Notes,
registered securities (the "Securities") with terms substantially identical to
the Notes; and further
RESOLVED, The Securities may be issued by the Company and the determination of
all terms and conditions of the Securities is delegated to a Management
Committee made up of Joseph A. Pichler, David B. Dillon, W. Rodney McMullen, and
Lawrence M. Turner, any three of whom can act for the Management Committee; and
further
RESOLVED, That the Management Committee may designate one or more persons, who
may or may not be a member of the Committee, to act as and for the Committee in
any capacity as the Committee may direct; and further
RESOLVED, That the Management Committee may authorize the issuance of the
Securities by the Company in exchange for the Notes and, in connection with any
such authorization, issue, determine, approve, or appoint, as the case may be:
(a) the type of Security or Securities and title or titles thereof;
(b) the aggregate principal amount, not to exceed $900,000,000, the
denominations, and terms, of the Securities;
(c) the price at which the Securities are to be sold (which may be issued at an
"original issue discount" within the meaning of the Internal Revenue Code
of 1986, as amended), and the interest rate or rates, if any, to be
established for the Securities, which rate or rates may vary from time to
time;
(d) the issuance of the Securities in any foreign currency or European currency
units and if European currency units are issued, the currency or
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currencies in which interest is payable;
(e) the maturity or maturities;
(f) the sinking fund, if any, and related redemption prices of the Securities;
(g) the optional redemption rights, if any, of the Company and of the holders
of the Securities, and related redemption prices and any limitations on
such redemption;
(h) the restrictive covenants, if any, to be imposed upon the Company relating
to any of the Securities;
(i) the form of Registration Statement on Form S-4, or such other form as the
Management Committee determines (the "Registration Statement"), for the
purpose of registering the Securities, if so required, under the Securities
Act of 1933, as amended, and any amendments thereto;
(j) any underwriting, standby, or similar agreement between the Company and an
underwriter or underwriters;
(k) the use, form, execution, and delivery of the Securities, indentures, note
agreement, loan agreement, distribution agreement, reimbursement agreement,
warrant agreement, notes, or any other contracts or agreements, including
listing applications, as the Management Committee deems necessary or
appropriate;
(l) any transfer, authenticating, placement, exchange, distribution, or paying
agent, or registrar, trustee or underwriter, or any other person or entity
to act in connection with the Securities or the Notes; including the
selection of a financial institution or institutions, whether foreign or
domestic, to advise the Company;
(m) any other terms, conditions, and provisions as the Management Committee
deems necessary or appropriate; and further
RESOLVED, That the elected officers of the Company be, and each of them hereby
is, authorized, in the name and on behalf of the Company, to execute the
Registration Statement with such changes therein as the officer executing the
same may approve, such execution to be conclusive evidence of such approval, and
to execute any and all amendments thereto as deemed necessary or desirable; and
further
RESOLVED, That upon the execution of the Registration Statement or any
amendments thereto, including post-effective amendments, by directors and
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officers of the Company, as required by law, either in person or by a duly
authorized attorney or attorneys, the elected officers of the Company be, and
each of them hereby is, authorized to cause the Registration Statement and any
amendments thereto to be filed with the Securities and Exchange Commission (the
"Commission") and to execute and file all such instruments, make all such
payments, and to do such other acts and things as, in their opinion or in the
opinion of any of them, may be necessary or desirable in order to effect such
filing, to cause the Registration Statement to become effective, and to maintain
the Registration Statement in effect for as long as they deem it to be in the
best interests of the Company; and further
RESOLVED, That Paul W. Heldman and Bruce M. Gack, or either one of them, be, and
each of them hereby is, made, constituted, and appointed the true and lawful
attorneys-in-fact, with authority to sign and execute on behalf of this Company,
and on behalf of the directors and officers thereof in their official
capacities, the Registration Statement and any and all amendments thereto, which
either of them, in their discretion, deem necessary or advisable to be filed
with the Commission; and further
RESOLVED, That Paul W. Heldman, Senior Vice President, Secretary and General
Counsel of the Company, whose address is 1014 Vine Street, Cincinnati, Ohio, be,
and he hereby is, designated as the Agent for Service to be named in the
Registration Statement, with authority to receive notices and communications
with respect to such Registration Statement and with all powers consequent upon
such designation under the rules and regulations of the Commission; and further
RESOLVED, That, subject to the limitations set forth in these resolutions, the
Management Committee may approve the form of the Securities; that the elected
officers of the Company be, and each of them hereby is, authorized to execute,
in the name and on behalf of the Company, the Securities; that the signature of
each of such officers on the Securities may be manual or by facsimile; that
Securities bearing the manual or facsimile signatures of individuals who were at
any time the elected officers of the Company will bind the Company
notwithstanding that such individuals or any of them cease to hold such offices;
that the elected officers of the Company be, and each of them hereby is,
authorized to deliver or cause to be delivered the Securities for authentication
and delivery in the principal amount thereof as shall have been determined by
the Board or a Committee; and further
RESOLVED, That the elected officers of the Company be, and each of them hereby
is, authorized and directed, if such officer or officers deems it necessary in
connection with the offering of any of the Securities, to appoint a withholding
agent and attorney for the Company for the purpose of withholding any and all
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taxes required to be withheld by the Company, under any Federal or other laws or
regulations from time to time in effect, from the interest paid from time to
time on the Securities, and to authorize and direct such agent to make any and
all payments and reports and to file any and all returns and accompanying
certificates with any governmental authority which such agent may be permitted
or required to make or file as such agent under such laws or regulations; and
further
RESOLVED, That the elected officers of the Company be, and each of them hereby
is, authorized in the name and on behalf of this Company to take any and all
action which they deem necessary or advisable to effect the registration or
qualification (or exemptions therefrom) of the Securities for issue, offer,
sale, or trade under the Blue Sky or securities laws of any State of the United
States of America, any Province of Canada, or of any other country and in
connection therewith to sign, execute, acknowledge, verify, deliver, file, and
publish all such applications, issuer's covenants, consents to service of
process, resolutions, and other papers and documents as may be required under
such laws, and to take any and all further action which they deem necessary or
advisable in order to maintain such registration or qualification of the
Securities for as long as they may deem necessary or as required by law; and
further
RESOLVED, That the elected officers of the Company be, and each of them hereby
is, authorized in the name and on behalf of this Company to execute and file an
application or applications for the listing of the Securities on the New York
Stock Exchange, to appear before officials of the New York Stock Exchange and to
take any and all action, and prepare, execute, and file any and all other
applications and agreements, including an indemnity agreement relating to the
use of facsimile signatures in the execution of the Securities, necessary,
incidental, or convenient to effectuate such listing; and further
RESOLVED, That the elected officers of the Company be, and each of them hereby
is, authorized in the name and on behalf of this Company to execute and cause to
be filed with the Commission and the New York Stock Exchange an application on
Form 8-A, or such other form as may be required for the purpose of registering
the Securities on a national securities exchange, pursuant to the Securities
Exchange Act of 1934; and further
RESOLVED, That the elected officers of the Company be, and each of them hereby
is, authorized and directed to advise the Company's senior lenders and the
trustees under the indentures of its publicly issued debt of the issuance of
Securities, as any such officer deems necessary or appropriate; and further
RESOLVED, That the Management Committee and each of the elected officers of the
Company be, and each of them hereby is, authorized and directed to do
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and perform, or cause to be done and performed, all such acts, deeds, and things
and to make, execute, and deliver, or cause to be made, executed, and delivered,
all such agreements, undertakings, documents, instruments, or certificates, in
the name and on behalf of the Company or otherwise, including, without
limitation, indentures, loan agreements, underwriting, placement, exchange or
agency agreements, and trust agreements, all as the applicable Committee or any
of the elected officers deem necessary or appropriate to effect the purposes and
intent of the foregoing resolutions.