Post-Effective Amendment No. 1 to Form S-8 Registration Statement

As filed with the Securities and Exchange Commission on August 13, 2003

Registration No. 333-89977


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

POST-EFFECTIVE

AMENDMENT NO. 1

TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 


 

THE KROGER CO.

(Exact name of registrant as specified in its charter)

 

Ohio   31-0345740

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

1014 Vine Street, Cincinnati, Ohio   45202
(Address of Principal Executive Offices)   (Zip Code)

 

The Kroger Co. Savings Plan for Bargaining Unit Associates

(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)


 

 


Explanatory Note:

 

The Registrant filed Registration Statement No. 333-89977 in order to register shares of common stock of The Kroger Co., preferred stock purchase rights associated therewith, and an indeterminate amount of plan interests for the Fred Meyer 401(k) Savings Plan and the Fred Meyer 401(k) Savings Plan for Bargaining Unit Employees. The Fred Meyer 401(k) Savings Plan has been merged with and into The Kroger Co. Savings Plan, and The Fred Meyer 401(k) Savings Plan for Bargaining Unit Employees has been renamed The Kroger Co. Savings Plan for Bargaining Unit Associates. As of the date of the merger of plans, there remained 244,791 shares of common stock unissued and allocated to the Fred Meyer 401(k) Savings Plan. The Registrant files this Post-Effective Amendment No. 1 to reallocate the remaining 244,791 shares of common stock, along with the associated preferred stock purchase rights and the plan interests, to The Kroger Co. Savings Plan for Bargaining Unit Associates.


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 Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on August 13, 2003.

 

THE KROGER CO.

By

 

/s/    DAVID B. DILLON        


   

David B. Dillon

Chief Executive Officer

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities indicated on August 13, 2003.

 

Signature


  

Title


/s/    DAVID B. DILLON        


David B. Dillon

   Chief Executive Officer and Director (principal executive officer)

/s/    J. MICHAEL SCHLOTMAN      


J. Michael Schlotman

   Senior Vice President and Chief Financial Officer (principal financial officer)

/s/    M. ELIZABETH VAN OFLEN        


M. Elizabeth Van Oflen

   Vice President and Corporate Controller (principal accounting officer)

*


Reuben V. Anderson

  

Director

*


Robert D. Beyer

  

Director


*


John L. Clendenin

  

Director


Richard K. Davidson

  

Director

*


John T. LaMacchia

  

Director


David B. Lewis

  

Director

*


Edward M. Liddy

  

Director


Don W. McGeorge

  

Director


W. Rodney McMullen

  

Director

*


Clyde R. Moore

  

Director

*


Thomas H. O’Leary

  

Director

*


Katherine D. Ortega

  

Director


Susan M. Phillips

  

Director

*


Joseph A. Pichler

  

Chairman of the Board and Director

*


Steven R. Rogel

  

Director

*


Bobby S. Shackouls

  

Director

 

*By

 

/s/    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 Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on August 13, 2003.

 

THE KROGER CO. SAVINGS PLAN FOR

BARGAINING UNIT ASSOCIATES,

ADMINISTRATIVE COMMITTEE

By:

 

/s/    PAUL HELDMAN        


   

Paul Heldman

Chairman of the Administrative Committee

 

By:

 

/s/    RICHARD A. MANKA        


   

Richard A. Manka

Member of the Administrative Committee

 

By:

 

/s/    J. MICHAEL SCHLOTMAN        


   

J. Michael Schlotman

Member of the Administrative Committee

 

By:

 

/s/    JAMES R. THORNE      


   

James R. Thorne

Member of the Administrative Committee

 

By:

 

/s/    DELLA WALL      


   

Della Wall

Member of the Administrative Committee


INDEX OF EXHIBITS

 

Exhibit 4.1

   Provisions of amended Articles of Incorporation. Incorporated by reference to Exhibit 3.1 of Kroger’s Quarterly Report on Form 10-Q for the quarter ended October 3, 1998. Provisions of Regulations (by-laws) of The Kroger Co. defining the rights of security holders. Incorporated herein by reference to Exhibit 4.2 of Kroger’s Registration Statement on Form S-3 as filed with the Securities and Exchange Commission on January 28, 1993 and bearing Registration No. 33-57552.

Exhibit 4.2

   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

   Opinion of Paul W. Heldman, Esquire, including his consent. Previously filed.

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 hereto.

Exhibit 24

   Powers of Attorney of certain officers and directors of Kroger. Previously filed.