Form S-8

As filed with the Securities and Exchange Commission on July 3, 2003

Registration No. 333-                


 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 


 

THE KROGER CO.

(Exact name of registrant as specified in its charter)

 


 

Ohio

(State or other jurisdiction of

incorporation or organization)

 

31-0345740

(I.R.S. Employer Identification No.)

1014 Vine Street, Cincinnati, Ohio

(Address of Principal Executive Offices)

 

45202

(Zip Code)

 

Dillon Companies, Inc. Employees’ Profit Sharing Plan

(Full title of Plan)

 

Paul W. Heldman

Senior Vice President, Secretary and General Counsel

The Kroger Co.

1014 Vine Street

Cincinnati, Ohio 45202

(Name and address of agent for service)

 


 

(513) 762-4000

(Telephone number, including area code, of agent for service)

 

 



CALCULATION OF REGISTRATION FEE

 

Title Of Securities To Be Registered


   Amount
To be
Registered


  

Proposed Maximum

Offering Price
Per Share(1)


   Proposed Maximum
Aggregate Offering
Price(1)


   Amount of
Registration
Fee


Common Stock $1 Par Value

   5,000,000
shares(2)
   $16.51    $82,550,000    $6,678.30

Preferred Stock Purchase Rights

   (3)    (3)    (3)    (3)

 

(1)   Estimated solely for the purpose of calculating the registration fee pursuant to Securities Act Rule 457(c), on the basis of the average of the high and low sale prices of the Registrant’s Common Stock on the New York Stock Exchange on June 26, 2003, which date is within 5 business days prior to the date of the filing of this Registration Statement, as reported by The Wall Street Journal.

 

(2)   Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of plan interests to be offered or sold pursuant to the employee benefit plan described herein.

 

(3)   Preferred Stock Purchase Rights will be issued in conjunction with the shares of Common Stock to be issued for no additional consideration and therefore no registration fee is required. Prior to the occurrence of certain events, the Preferred Stock Purchase Rights will not be exercisable or evidenced separately from the Common Stock.

 


 


PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

The Registrant is registering additional securities under the Plan covered hereby for which a Registration Statement on Form S-8, bearing Registration No. 33-2056, currently is effective, and therefore, pursuant to General Instruction E. of Form S-8, the Registrant elects to incorporate by reference the contents of such Registration Statement which constitute information required in the Registration Statement.

 

SIGNATURES

 

The Registrant. Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on July 3, 2003.

 

THE KROGER CO.

By:

 

        (* DAVID B. DILLON)         


   

David B. Dillon,

Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 3, 2003.

 

Signature


  

Title


(* J. MICHAEL SCHLOTMAN)


J. Michael Schlotman

  

Senior Vice President and Chief Financial Officer

(principal financial officer)

(* M. ELIZABETH VAN OFLEN)


M. Elizabeth Van Oflen

  

Vice President and Corporate Controller

(principal accounting officer)

(* DAVID B. DILLON)


David B. Dillon

  

Chief Executive Officer and Director

(principal executive officer)

(* JOSEPH A. PICHLER)


Joseph A. Pichler

   Chairman of the Board of Directors and Director

(* DON W. MCGEORGE)


Don W. McGeorge

   President, Chief Operating Officer and Director

(* REUBEN V. ANDERSON)


Reuben V. Anderson

   Director


(* ROBERT D. BEYER)


Robert D. Beyer

  

Director

(* JOHN L. CLENDENIN)


John L. Clendenin

  

Director

(* RICHARD K. DAVIDSON)


Richard K. Davidson

  

Director

(* JOHN T. LAMACCHIA)


John T. LaMacchia

  

Director

(* DAVID B. LEWIS)


David B. Lewis

  

Director

(* EDWARD M. LIDDY)


Edward M. Liddy

  

Director

(* W. RODNEY MCMULLEN)


W. Rodney McMullen

  

Director

(* CLYDE R. MOORE)


Clyde R. Moore

  

Director

(* THOMAS H. O’LEARY)


Thomas H. O’Leary

  

Director

(* KATHERINE D. ORTEGA)


Katherine D. Ortega

  

Director

(* SUSAN M. PHILLIPS)


Susan M. Phillips

  

Director

 


Steven R. Rogel

  

Director

(* BOBBY S. SHACKOULS)


Bobby S. Shackouls

  

Director

 

*By:

 

(BRUCE M. GACK)


   

Bruce M. Gack

Attorney-in-fact

 


The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have 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 July 3, 2003.

 

DILLON COMPANIES, INC. PROFIT SHARING PLAN, ADMINISTRATIVE COMMITTEE

By:

 

/s/    PAUL HELDMAN        


Name:

  Paul Heldman

Title:

  Chairman of the Administrative Committee

By:

 

/s/    RICHARD A. MANKA        


Name:

  Richard A. Manka

Title:

  Member of the Administrative Committee

By:

 

/s/    J. MICHAEL SCHLOTMAN         


Name:

  J. Michael Schlotman

Title:

  Member of the Administrative Committee

By:

 

/s/    JIM R. THORNE        


Name:

  Jim R. Thorne

Title:

  Member of the Administrative Committee

By:

 

/s/    DELLA WALL        


Name:

  Della Wall

Title:

  Member of the Administrative Committee


INDEX OF EXHIBITS

 

Exhibit 4    Amended and Restated Rights Agreement. Incorporated by reference to Exhibit 1 of Form 8-A/A Registration Statement, dated April 4, 1997, as amended by Form 8-A/A dated October 18, 1998.
Exhibit 5.1    Opinion of Paul W. Heldman, Esquire, including his consent. Filed herewith.
Exhibit 23.1    Consent of PricewaterhouseCoopers LLP, Independent Accountants. Filed herewith.
Exhibit 23.2    Consent of Paul W. Heldman, Esquire. Contained in the opinion filed as Exhibit 5.1 hereto.
Exhibit 24    Powers of Attorney of certain officers and directors of Kroger. Filed herewith.