Other Events

EX-1.1.1 3 l11120aexv1w1w1.txt EX-1.1.1 Exhibit 1.1.1 Pricing Agreement GOLDMAN, SACHS & CO. RABO SECURITIES USA, INC. BARCLAYS CAPITAL INC. BNP PARIBAS SECURITIES CORP. SCOTIA CAPITAL (USA) INC. THE WILLIAMS CAPITAL GROUP, L.P. As Representatives of the several Underwriters named in Schedule II hereto, December 9, 2004 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 December 9, 2004 (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. If the foregoing is in accordance with your understanding, please sign and return to us ten 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. Very Truly Yours, THE KROGER CO. Each of the Guarantors Listed on Schedule I hereto, as Guarantor of the Designated Securities By: /s/ Paul W. Heldman -------------------------------------------- Name: Paul W. Heldman Title: Senior Vice President/President/ Vice President QUEEN CITY ASSURANCE, INC. as Guarantor of the Designated Securities RJD ASSURANCE, INC. as Guarantor of the Designated Securities VINE COURT ASSURANCE INCORPORATED, as Guarantor of the Designated Securities By: /s/ Bruce M. Gack -------------------------------------------- Name: Bruce M. Gack Title: Senior Vice President/Vice President RICHIE'S INC. as Guarantor of the Designated Securities ROCKET NEWCO, INC. as Guarantor of the Designated Securities HENPIL, INC. as Guarantor of the Designated Securities By: /s/ Todd C. Frease -------------------------------------------- Name: Todd C. Frease Title: President/Vice President Goldman, Sachs & Co. Rabo Securities USA, Inc. Barclays Capital Inc. BNP Paribas Securities Corp. Scotia Capital (USA) Inc. The Williams Capital Group, L.P. By: /s/ Goldman, Sachs & Co. --------------------------------- (Goldman, Sachs & Co.) On behalf of each of the Underwriters SCHEDULE I
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 F4L L.P. Ohio FM, Inc. Utah FMJ, Inc. Delaware 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 Stores, Inc. Ohio 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 The Kroger Co. of Michigan Michigan Kroger Dedicated Logistics Co. Ohio Kroger Group Cooperative, Inc. Ohio Kroger Limited Partnership I Ohio Kroger Limited Partnership II Ohio Kroger Texas L.P. Ohio Kwik Shop, Inc. Kansas Mini Mart, Inc. Wyoming Peyton's-Southeastern, Inc. Tennessee
Quik Stop Markets, Inc. California Ralphs Grocery Company Ohio Second Story, Inc. Washington Smith's Beverage of Wyoming, Inc. Wyoming Smith's Food & Drug Centers, Inc. Ohio THGP Co., Inc. Pennsylvania THLP Co., Inc. Pennsylvania Topvalco, Inc. Ohio Turkey Hill L.P. Pennsylvania
SCHEDULE II
UNDERWRITER PRINCIPAL AMOUNT OF 4.95% SENIOR NOTES DUE 2015 TO BE PURCHASED Goldman, Sachs & Co. $225,000,000 Rabo Securities USA, Inc. $ 22,500,000 Barclays Capital Inc. $ 15,000,000 BNP Paribas Securities Corp. $ 15,000,000 Scotia Capital (USA) Inc. $ 15,000,000 The Williams Capital Group, L.P. $ 7,500,000 ------------ Total $300,000,000
SCHEDULE III TITLE OF DESIGNATED SECURITIES: 4.95% Senior Notes due 2015 AGGREGATE PRINCIPAL AMOUNT: $300,000,000 of 4.95% Senior Notes due 2015 PRICE TO PUBLIC: 99.721% of the principal amount of the 4.95% Senior Notes due 2015, plus accrued interest from December 20, 2004. PURCHASE PRICE BY UNDERWRITERS: 99.071% of the principal amount of the 4.95% Senior Notes due 2015, plus accrued interest from December 20, 2004. SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Immediately available funds INDENTURE: Indenture dated as of 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, the Twelfth Supplemental Indenture, dated August 16, 2001, the Thirteenth Supplemental Indenture, dated April 3, 2002, the Fourteenth Supplemental Indenture dated June 17, 2002, the Fifteenth Supplemental Indenture dated January 28, 2003 and the Sixteenth Supplemental Indenture dated December 20, 2004. MATURITY: The 4.95% Senior Notes due 2015 will mature on January 15, 2015. INTEREST RATES: The 4.95% Senior Notes due 2015 will bear interest from December 20, 2004 at 4.95%. INTEREST PAYMENT DATES: Interest on the 4.95% Senior Notes due 2015 is payable semiannually on January 15 and July 15 of each year commencing on July 15, 2005. REDEMPTION PROVISIONS: As described in the Prospectus Supplement dated December 9, 2004. SINKING FUND PROVISION: No sinking fund provisions. DEFEASANCE PROVISIONS: As described in the Prospectus Supplement dated December 9, 2004. GUARANTEES: Guaranteed by the Guarantors set forth on the signature pages and Schedule I to the Pricing Agreement. TIME OF DELIVERY: December 20, 2004. CLOSING LOCATION: Offices of Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza, New York, New York 10004 NAME AND ADDRESS OF REPRESENTATIVES: Goldman, Sachs & Co. 85 Broad Street New York, New York 10004