EX-1.1.1 3 l88262aex1-1_1.txt EXHIBIT 1.1.1 1 Exhibit 1.1.1 Pricing Agreement ----------------- SALOMON SMITH BARNEY INC. BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. BANC ONE CAPITAL MARKETS, INC. BNP PARIBAS SECURITIES CORP. BNY CAPITAL MARKETS, INC. MIZUHO INTERNATIONAL PLC SCOTIA CAPITAL (USA) INC. TOKYO-MITSUBISHI INTERNATIONAL PLC U.S. BANCORP PIPER JAFFRAY INC. As Representatives of the several Underwriters named in Schedule II hereto, May 4, 2001 Dear Sirs: The Kroger Co., an Ohio corporation (the "Company"), and the Guarantors on Schedule I and on the signature pages hereto propose, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated May 4, 2001 (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule II hereto (the "Underwriters") the Securities (the "Designated Securities") and related Guarantees specified in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities and related Guarantees. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of each of the Underwriters of the Designated Securities and related Guarantees pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule III hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities and related Guarantees, in the form heretofore delivered to you is now proposed to be filed with the Commission. 2 Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters, and under other terms and conditions set forth in Schedule III hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule II hereto. If the foregoing is in accordance with your understanding, please sign and return to us six counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters, the Company and each of the Guarantors. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. 3 Very Truly Yours, Attest: THE KROGER CO. Each of the Guarantors Listed on Schedule I hereto, as Guarantor of the Designated Securities _____________________________ By: _________________________________ Assistant Secretary/Secretary Name: Paul W. Heldman Title: Vice President Attest: RJD ASSURANCE, INC. As Guarantor of the Designated Securities VINE COURT ASSURANCE INCORPORATED, as Guarantor of the Designated Securities _____________________________ By:________________________________ Assistant Treasurer Name: Bruce M. Gack Title: Vice President RICHIE'S INC., as Guarantor of the Designated Securities By: ________________________________ Name: Keith C. Larson Title: Vice President and Secretary 4 ROCKET NEWCO, INC., as Guarantor of the Designated Securities HENPIL, INC., as Guarantor of the Designated Securities WYDIV, INC., as Guarantor of the Designated Securities By: ________________________________ Name: Steven McMillan Title: Vice President and Secretary 5 SALOMON SMITH BARNEY INC. BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. BANC ONE CAPITAL MARKETS, INC. BNP PARIBAS SECURITIES CORP. BNY CAPITAL MARKETS, INC. MIZUHO INTERNATIONAL PLC SCOTIA CAPITAL (USA) INC. TOKYO-MITSUBISHI INTERNATIONAL PLC U.S. BANCORP PIPER JAFFRAY INC. By: ________________________________ (Salomon Smith Barney Inc.) On behalf of each of the Underwriters 6 SCHEDULE I Guarantors ---------- Name of Guarantor State of Organization ----------------- --------------------- Alpha Beta Company California Bay Area Warehouse Stores, Inc. California Bell Markets, Inc. California Cala Co. Delaware Cala Foods, Inc. California CB&S Advertising Agency, Inc. Oregon Crawford Stores, Inc. California Dillon Companies, Inc. Kansas Dillon Real Estate Co., Inc. Kansas Distribution Trucking Company Oregon Drugs Distributors, Inc. Indiana FM Holding Corporation Delaware FM, Inc. Utah Food 4 Less GM, Inc. California Food 4 Less Holdings, Inc. Delaware Food 4 Less Merchandising, Inc. California Food 4 Less of California, Inc. California Food 4 Less of Southern California, Inc. Delaware Fred Meyer, Inc. Delaware Fred Meyer Jewelers, Inc. California Fred Meyer of Alaska, Inc. Alaska Fred Meyer of California, Inc. California Fred Meyer Stores, Inc. Delaware Grand Central, Inc. Utah Hughes Markets, Inc. California Hughes Realty, Inc. California Inter-American Foods, Inc. Ohio JH Properties, Inc. Washington Junior Food Stores of West Florida, Inc. Florida J.V. Distributing, Inc. Michigan KRGP Inc. Ohio KRLP Inc. Ohio Kroger Dedicated Logistics Co. Ohio Kroger Limited Partnership I Ohio (limited partnership) Kroger Limited Partnership II Ohio (limited partnership) Kroger Texas L.P. Ohio (limited partnership) KU Acquisition Corporation Washington Kwik Shop, Inc. Kansas Mini Mart, Inc. Wyoming Peyton's-Southeastern, Inc. Tennessee 7 Name of Guarantor State of Organization ----------------- --------------------- QFC Sub, Inc. Washington Quality Food Centers, Inc. Washington Quality Food Holdings, Inc. Delaware Quality Food, Inc. Delaware Quik Stop Markets, Inc. California Ralphs Grocery Company Delaware Roundup Co. Washington Second Story, Inc. Washington Smith's Beverage of Wyoming, Inc. Wyoming Smith's Food & Drug Centers, Inc. Delaware The Kroger Co. of Michigan Michigan THGP Co., Inc. Pennsylvania THLP Co., Inc. Pennsylvania Topvalco, Inc. Ohio Turkey Hill, L.P. Pennsylvania (limited partnership) Wells Aircraft, Inc. Kansas 8 SCHEDULE II
UNDERWRITER PRINCIPAL AMOUNT OF PRINCIPAL AMOUNT OF 6.8% SENIOR NOTES DUE 2011 7.5% SENIOR NOTES DUE 2031 TO BE PURCHASED TO BE PURCHASED Salomon Smith Barney Inc. $ 116,500,000 $ 116,500,000 Banc of America Securities LLC 116,500,000 116,500,000 J.P. Morgan Securities Inc. 116,500,000 116,500,000 Banc One Capital Markets, Inc. 50,000,000 50,000,000 Scotia Capital (USA) Inc. 30,500,000 30,500,000 BNY Capital Markets, Inc. 20,000,000 20,000,000 U.S. Bancorp Piper Jaffray Inc. 20,000,000 20,000,000 BNP Paribas Securities Corp. 10,000,000 10,000,000 Mizuho International plc 10,000,000 10,000,000 Tokyo-Mitsubishi International plc 10,000,000 10,000,000 Total $500,000,000 $500,000,000
9 SCHEDULE III TITLE OF DESIGNATED SECURITIES: 6.8% Senior Notes due 2011 7.5% Senior Notes due 2031 AGGREGATE PRINCIPAL AMOUNT: $500,000,000 -- 6.8% Senior Notes due 2011 $500,000,000 -- 7.5% Senior Notes due 2031 $1,000,000,000 PRICE TO PUBLIC: 99.740% of the principal amount of the 6.8% Senior Notes due 2011, plus accrued interest from May 11, 2001. 99.316% of the principal amount of the 7.5% Senior Notes due 2031, plus accrued interest from May 11, 2001. PURCHASE PRICE BY UNDERWRITERS: 99.090% of the principal amount of the 6.8% Senior Notes due 2011, plus accrued interest from May 11, 2001. 98.441% of the principal amount of the 7.5% Senior Notes due 2031, plus accrued interest from May 11, 2001. SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Immediately available funds INDENTURE: Indenture dated June 25, 1999, between the Company, the Guarantors and Firstar Bank, National Association, as Trustee, as supplemented by the First Supplemental Indenture, dated June 25, 1999, the Second Supplemental Indenture, dated June 25, 1999, the Third Supplemental Indenture, dated June 25, 1999, the Fourth Supplemental Indenture, dated September 22, 1999, the Fifth Supplemental Indenture, dated September 22, 1999, the Sixth Supplemental Indenture, dated September 22, 1999, the Seventh Supplemental Indenture, dated February 11, 2000, the Eighth Supplemental Indenture, dated February 11, 2000, the Ninth Supplemental Indenture, dated August 21, 2000, the Tenth Supplemental Indenture, dated May 11, 2001 and the Eleventh Supplemental Indenture, dated May 11, 2001. MATURITY: The 6.8% Senior Notes due 2011 will mature on April 1, 2011. 10 The 7.5% Senior Notes due 2031 will mature on April 1, 2031. INTEREST RATES: The 6.8% Senior Notes due 2011 will bear interest from May 11, 2001 at 6.8%. The 7.5% Senior Notes due 2031 will bear interest from May 11, 2001 at 7.5%. INTEREST PAYMENT DATES: Interest on the 6.8 % Senior Notes due 2011 is payable semiannually on April 1 and October 1 of each year commencing on October 1, 2001. Interest on the 7.5% Senior Notes due 2031 is payable semiannually on April 1 and October 1 of each year commencing on October 1, 2001. REDEMPTION PROVISIONS: As described in the Prospectus Supplement dated May 4, 2001. SINKING FUND PROVISION: No sinking fund provisions. DEFEASANCE PROVISIONS: As described in the Prospectus Supplement dated May 4, 2001. GUARANTEES: Guaranteed by the Guarantors set forth on the signature pages and Schedule I to the Pricing Agreement. TIME OF DELIVERY: May 11, 2001 CLOSING LOCATION: Offices of Fried, Frank, Harris, Shriver & Jacobson One New York Plaza, New York, New York 10004 NAME AND ADDRESS OF REPRESENTATIVES: Salomon Smith Barney Inc. 388 Greenwich Street New York, New York 10013