Pricing Agreement
-------------------------
Goldman, Sachs & Co.
Citicorp Securities, Inc.
J.P. Morgan Securities Inc.
As Representatives of the several
Underwriters named in Schedule I hereto,
June 23, 1998
Dear Sirs:
The Kroger Co., an Ohio corporation (the "Company"), proposed, subject to the
terms and conditions stated herein and in the Underwriting Agreement, dated May
6, 1998 (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 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.
Citicorp Securities, Inc.
J.P. Morgan Securities Inc.
By: _______________________
Goldman, Sachs & Co.
On behalf of each of the Underwriters
Schedule I
Principal
Amount of
Designated
Securities to be
Underwriter Purchased
Goldman, Sachs & Co. $ 66,700,000
Citicorp Securities, Inc. 66,650,000
J.P. Morgan Securities Inc. 66,650,000
Total $200,000,000
Schedule II
Title of Designated Securities:
Puttable Reset Securities PURSSM due July 1, 2010
Aggregate principal amount:
$200,000,000
Price to Public:
99.868% of the principal amount of the Designated Securities, plus accrued
interest from June 26, 1998
Purchase Price by Underwriters:
99.618% of the principal amount of the Designated Securities, plus accrued
interest from June 26, 1998
In addition, in consideration of the Call Option they will have with
respect to the Designated Securities, J.P. Morgan Securities Inc. will
pay the Company an amount equal to 2.691% of the principal amount of the
Designated Securities.
Specified funds for payment purchase price:
Immediately available funds
Indenture:
Indenture dated as of May 1, 1998, between the Company and Star Bank,
National Association, as Trustee, as amended by the First Supplemental
Indenture, dated May 11, 1998 and the Second Supplemental Indenture,
dated June 26, 1998
Maturity:
July 1, 2010
Interest Rate:
6.00% from and including the original issue date to but excluding July 1,
2000 and upon such date reset so as to equal a fixed rate as described
under "Reset of Interest Rate," described in the Prospectus Supplement
dated June 23, 1998.
Interest Payment Dates:
July 1 and January 1, commencing January 1, 1999
Redemption Provisions:
As described in the Prospectus Supplement dated June 23, 1998
Sinking Fund Provisions:
No sinking fund provisions
Call Option:
As described in the Prospectus Supplement under the caption "Description
of Bonds--Call Option".
Put Option:
As described in the Prospectus Supplement under the caption "Description of
Bonds--Put Option".
Defeasance Provisions:
As described in the Prospectus Supplement dated June 23, 1998
Time of Delivery:
June 26, 1998
Closing Location:
The Offices of Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza, New York, New York 10004
Names and addresses of Representatives:
Designated Representative: Goldman, Sachs & Co.
Address for Notices, etc.: 85 Broad Street
New York, New York