rrd7477_8386.html

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M/4blctJALr2T/T+qj3Q5aRYXUy3GO1XDB5sWx0GVMrbugb2jPx13Emocrvvk39G 9UkrO9xao93DHW8Nz78G6A== 0001181431-03-018082.txt : 20030808 0001181431-03-018082.hdr.sgml : 20030808 20030808170029 ACCESSION NUMBER: 0001181431-03-018082 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030804 FILED AS OF DATE: 20030808 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KROGER CO CENTRAL INDEX KEY: 0000056873 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 310345740 STATE OF INCORPORATION: OH FISCAL YEAR END: 0102 BUSINESS ADDRESS: STREET 1: 1014 VINE ST CITY: CINCINNATI STATE: OH ZIP: 45201 BUSINESS PHONE: 5137624000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GRIESHABER JOSEPH A JR CENTRAL INDEX KEY: 0001258401 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-00303 FILM NUMBER: 03832409 BUSINESS ADDRESS: STREET 1: 1014 VINE ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137624437 3/A 1 rrd15624.xml FORM 3 X0201 3/A2003-08-042003-08-08 0 0000056873 KROGER CO KR 0001258401 GRIESHABER JOSEPH A JR 1014 VINE STREET CINCINNATI OH 45202 0100Group Vice PresidentCommon Stock14328.7515DNon-Qualified Stock Option10.37501988-08-082006-04-17Common Stock4800DNon-Qualified Stock Option13.43751988-08-082007-05-14Common Stock2400DNon-Qualified Stock Option22.23441988-08-082008-04-15Common Stock2800DNon-Qualified Stock Option27.17191988-08-082009-05-26Common Stock4800D< /ownershipNature>Non-Qualified Performance Stock Option16.59381988-08-082010-02-10Common Stock4500DNon-Qualified Stock Option16.59381988-08-082010-02-10Com mon Stock4500DNon-Qualified Performance Stock Option24.43001988-08-082011-05-09Common Stock4500DNon-Qualified Stock Option24.430 01988-08-082011-05-09Common Stock4500DNon-Qualified Performance Stock Option22.99501988-08-082012-05-09Common Stock4500DNon-Qualified Stock Option22.99501988-08-082012-05-09Common Stock4500DNon-Qualified Stock Option14.92501988-08-082012-12-12Common Stock9000DNon-Qualified Stock Option16.51501988-08-082013-06-26Common Stock2000DThe total amount of securities directly owned by th e reporting person includes shares in the Company's employee benefit plans which are deemed to be 'tax-conditioned plans' pursuant to Rule 16b-3, to the extent disclosed on reports received from plan trustees.These options were granted under various option plans of The Kroger Co. and vest in equal annual installments in whole share amounts over a three-year period, at the rate of one-third per year commencing one year after the date of grant, with the remainder vesting three years from the date of grant.These options were granted under various option plans of The Kroger Co. and vest in equal annual installments in whole amounts over a five-year period, at the rate of 20% per year commencing one year from the date of grant.These options will vest during the first four years from the date of the grant only if the Company's stock price has achieved an 81% appreciation from the option price. Thereafter, the options vest only if the Company's stock price has achieved a minimum 16% appreciation per annum from the date of grant or 280% appreciation, whichever is less. The options vest nine years and six months after grant, if not sooner vested.These options will vest during the first four years from the date of the grant only if the Company's stock price has achieved a 78% appreciation from the option price. Thereafter, the options vest only if the Company's stock price has achieved a minimum 15% appreciation per annum from the date of grant or 208% appreciation, whichever is less. The options vest nine years and six months after grant, if not sooner vested.These options will vest during the first four years from the date of the grant only if the Company's stock price has achieved a 55% appreciation from the option price. Thereafter, the options vest only if the Company's stock price has achieved a minimum 13% appreciation per annum from the date of grant or 185% appreci ation, whichever is less. The options vest nine years and six months after grant, if not sooner vested.THIS AMENDED FORM 3 IS BEING FILED SOLELY FOR THE PURPOSE OF CORRECTING A TYPOGRAPHICAL ERROR WHICH APPEARED IN THE POWER OF ATTORNEY ATTACHED TO THE ORIGINAL FORM 3 FILING./s/ Joseph A. Grieshaber, by Bruce M. Gack, Attorney-in-Fact2003-08-08 EX-24. 3 rrd7477_8386.htm POWER OF ATTORNEY rrd7477_8386.html POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

The undersigned, does hereby make, constitute and appoint Paul Heldman and Bruce M. Gack, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact to sign and execute for and on his behalf, and in his name, place and stead, to sign, execute, affix his seal, and file with the Securities and Exchange Commission, any and all documents required to be filed by him under Section 16 of the Securities Exchange Act of 1934, as amended, or any successor or comparable requirement, with respect to his holdings or changes in holdings of securities issued by The Kroger Co., in such form as the attorney-in-fact may approve. The attorney-in-fact may do any and all other acts that said attorney-in-fact may deem necessary or appropriate in order to effectuate the foregoing as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done by virtue hereof. The power granted hereby will remain in effect until revoked in writing by the undersigned.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal, this 4th day of August, 2003.

/s/ Joseph A. Grieshaber, Jr.
&n bsp; Joseph A. Grieshaber, Jr.

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