EXHIBIT 1.1
Pricing Agreement
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Goldman, Sachs & Co.
Chase Securities Inc.
Citicorp Securities, Inc.
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
April 23, 1997
Dear Sirs:
The Kroger Co., an Ohio corporation (the "Company"),
proposes, subject to the terms and conditions stated herein
and in the Underwriting Agreement, dated April 23, 1997 (the
"Underwriting Agreement"), to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters")
the Securities specified in Schedule II hereto (the
"Designated Securities"). 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 which are the subject of this Pricing
Agreement. 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 the
Representatives and on behalf of each of the Underwriters of
the Designated Securities 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 II hereto.
An amendment to the Registration Statement, or a
supplement to the Prospectus, as the case may be, relating to
the Designated Securities, 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 set forth
in Schedule II hereto, the principal amount of Designated
Securities set forth opposite the name of such Underwriter in
Schedule I 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 and the Company.
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.
By: _______________________
Name:
Title:
Accepted as of the date hereof:
Goldman, Sachs & Co.
Chase Securities Inc.
Citicorp Securities, Inc.
By: _____________________________
Goldman, Sachs & Co.,
On behalf of each of the Underwriters
SCHEDULE I
Principal
Amount of
Designated
Securities to be
Underwriter Purchased
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Goldman, Sachs & Co. ........................ $ 66,700,000
Chase Securities Inc. ........................ $ 66,650,000
Citicorp Securities, Inc. .................... $ 66,650,000
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Total ........................................ $ 200,000,000
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SCHEDULE II
Title of Designated Securities:
7.65% Senior Notes
due 2007
Aggregate principal amount:
$200,000,000
Price to Public:
100% of the principal amount of the Designated
Securities, plus accrued interest from April 15, 1997
Purchase Price by Underwriters:
99.837% of the principal amount of the Designated
Securities, plus accrued interest from April 15, 1997
Specified funds for payment of purchase price:
immediately available funds
Indenture:
Indenture dated as of July 15, 1996, between the
Company and Star Bank, National Association, as
Trustee
Maturity:
April 15, 2007
Interest Rate:
7.65%
Interest Payment Dates:
April 15 and October 15
Redemption Provisions:
No provisions for redemption
Sinking Fund Provisions:
No sinking fund provisions
Defeasance provisions:
As described in the Prospectus Supplement dated April
23, 1997
Time of Delivery:
April 28, 1997
Closing Location:
The Offices of Fried, Frank, Harris, Shriver &
Jacobson,
One New York Plaza, New York, NY 10004
Names and addresses of Representatives:
Designated Representative: Goldman, Sachs & Co.
Address for Notices, etc.: 85 Broad Street
New York, NY 10004