EX-1.1.2 4 l89920aex1-1_2.txt EXHIBIT 1.1.2 1 Exhibit 1.1.2 Pricing Agreement ----------------- GOLDMAN, SACHS & CO. As Representatives of the several Underwriters named in Schedule II hereto, August 9, 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 August 9, 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. 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. 2 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: Senior Vice President/Vice President Attest: RJD ASSURANCE, INC. as Guarantor of the Designated Securities VINE COURT ASSURANCE INCORPORATED, as Guarantor of the Designated Securities --------------------------------- Treasurer By: --------------------------------------- Name: Bruce M. Gack Title: Senior Vice President/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 By: -------------------------------------- Name: Steven McMillan Title: Vice President and Secretary 5 Goldman, Sachs & Co. By: ------------------------------- Goldman, Sachs & Co. 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 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
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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 DESIGNATED SECURITIES TO BE PURCHASED Goldman, Sachs & Co. $250,000,000 Total $250,000,000 9 SCHEDULE III TITLE OF DESIGNATED SECURITIES: Puttable Reset Securities PURS(SM) due August 16, 2012 AGGREGATE PRINCIPAL AMOUNT: $250,000,000 PRICE TO PUBLIC: 100% of the principal amount of the Designated Securities, plus accrued interest from August 16, 2001. PURCHASE PRICE BY UNDERWRITERS: 99.750% of the principal amount of the Designated Securities, plus accrued interest from August 16, 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, the Eleventh Supplemental Indenture, dated May 11, 2001 and the Twelfth Supplemental Indenture, dated August 16, 2001. MATURITY: August 16, 2012 INTEREST RATES: A floating rate as described under "Interest Rate" in the Prospectus Supplement dated August 9, 2001 from and including August 16, 2001 to but excluding August 16, 2002 and upon such date (or the next business day) reset so as to equal a fixed rate as described under "Reset of Interest Rate," in the Prospectus Supplement dated August 9, 2001. 10 From August 16, 2001, to but excluding August 16, 2002, interest will be calculated on a quarterly basis assuming a year of 360 days with an actual of number of days per quarterly period. From august 16, 2002 to but excluding August 16, 2012, interest will be calculated on a semiannual basis assuming a year of 360 days with each month consisting of 30 days. INTEREST PAYMENT DATES: Through August 16, 2002: November 16, 2001, February 16, 2002, May 16, 2002 and August 16, 2002, commencing November 16, 2001. After August 16, 2002: February 16 and August 16, commencing February 16, 2003. REDEMPTION PROVISIONS: As described in the Prospectus Supplement dated August 9, 2001. SINKING FUND PROVISION: No sinking fund provisions. CALL OPTION: As described in the Prospectus Supplement dated August 9, 2001, under the caption "Description of PURS--Call Option". PUT OPTION: As described in the Prospectus Supplement dated August 9, 2001, under the caption "Description of PURS--Put Option". DEFEASANCE PROVISIONS: As described in the Prospectus Supplement dated August 9, 2001. GUARANTEES: Guaranteed by the Guarantors set forth on the signature pages and Schedule I to the Pricing Agreement. TIME OF DELIVERY: August 16, 2001 CLOSING LOCATION: Offices of Fried, Frank, Harris, Shriver & Jacobson One New York Plaza, New York, New York 10004 11 NAME AND ADDRESS OF REPRESENTATIVES: Goldman, Sachs & Co. 85 Broad Street New York, New York