Dart Group Corp

The board of directors of Kroger Co. on Friday approved a restructuring plan for the grocery retailer and rejected the competing takeover bids of Kohlberg Kravis Roberts & Co. and Dart Group Corp. The plan, announced late in the day at the company's headquarters in Cincinnati, would pay $40 in cash plus securities valued at $8 for each of its 78.6 million shares outstanding. Shareholders would retain stock in the company, the value of which was not immediately determined.

The prospect of a bidding war for Kroger Co. loomed Tuesday as the investment firm Kohlberg Kravis Roberts & Co. offered $4.6 billion for the supermarket operator, topping an offer from Dart Group Corp. made the day before. Kohlberg Kravis--which earlier this year outbid Dart for Stop & Shop Cos.--offered to pay $58.50 a share for each of Kroger's 78.6 million outstanding shares, or a total of $4.6 billion.

Dart Group Corp., known for a series of unsuccessful takeover bids for retailers, offered Monday to buy Kroger Co., one of the nation's largest supermarket companies, for $4.32 billion. Kroger said it was reviewing the offer, which was made in a letter from Dart Chairman Herbert H. Haft. The bid followed Kroger's announcement last week that it was considering a $3.8-billion restructuring plan.

When the Haft family of Washington plays the takeover game, it usually goes home without the prize. But the family, which controls the Dart Group, often walks away with a pocketful of cash. That scenario has earned the Hafts a reputation as corporate raiders who put companies in play in order to reap profits from rising stock prices. Among their targets over the years have been some big names in retailing: Safeway Stores, Dayton Hudson, Supermarkets General Corp.

Stop & Shop Cos. announced Monday that it has agreed to be acquired in a $1.23-billion leveraged buyout by the investment firm Kohlberg Kravis Roberts & Co., but Dart Group Corp. said the news will not deter its attempt to gain control of the retailer. Stop & Shop said a Kohlberg Kravis subsidiary, SSC Holdings Corp., will purchase at least 66% of the 28 million outstanding Stop & Shop shares at $44 each. If all outstanding shares were purchased, the leveraged buyout would total $1.23 billion.