Exhibit 1.1
Pricing Agreement
-----------------
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
CS First Boston Corporation
Park Avenue Plaza
New York, New York 10055
Piper Jaffray Inc.
222 South Ninth Street
Minneapolis, Minnesota 55402
July 14, 1994
Dear Sirs:
SUPERVALU INC., a Delaware corporation (the "Company"), proposes, subject
to the terms and conditions stated herein and in the Underwriting Agreement,
dated October 30, 1992 (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 (other than clause (ii) of Section 7(d) and paragraph (iv)(D) of
Annex II), 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; provided, however, that
all references to "Wetterau Incorporated" and "Wetterau" in Sections 2(k) and
7(c)(iii) of the Underwriting Agreement shall be deemed to be references to
SUPERVALU Holdings, Inc. and "Prospectus" shall be deemed to refer to the
Prospectus in the form first filed pursuant to Rule 424(b) under the Securities
Act of 1933, as amended, on or after the date hereof. 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
-2-
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,
SUPERVALU INC.
By _______________________________
Name:
Title:
Accepted as of the date hereof:
GOLDMAN, SACHS & CO.
_________________________________
(Goldman, Sachs & Co.)
CS FIRST BOSTON CORPORATION
By ______________________________
Name:
Title:
PIPER JAFFRAY INC.
By ______________________________
Name:
Title:
-3-
SCHEDULE I
Principal Amount
of Notes
Underwriter to be Purchased
----------- ---------------
Goldman, Sachs & Co................................. $ 60,000,000
CS First Boston Corporation......................... $ 60,000,000
Piper Jaffray Inc................................... $ 30,000,000
Total............................................. $150,000,000
============
-4-
SCHEDULE II
TERMS OF DESIGNATED SECURITIES
7.25% NOTES DUE JULY 15, 1999
TITLE OF DESIGNATED SECURITIES:
7.25% Notes due July 15, 1999 (the "Notes")
AGGREGATE PRINCIPAL AMOUNT:
$150,000,000
PRICE TO PUBLIC:
99.57% of the principal amount of the Notes, plus accrued interest from
July 15, 1994
PURCHASE PRICE BY UNDERWRITERS:
98.945% of the principal amount of the Notes, plus accrued interest from
July 15, 1994
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Immediately available funds
INDENTURE:
Indenture, dated as of July 1, 1987, as supplemented by the First
Supplemental Indenture, dated as of August 1, 1990, and the Second
Supplemental Indenture, dated as of October 1, 1992, between the Company
and Bankers Trust Company, as Trustee
MATURITY:
July 15, 1999
INTEREST RATE AND INTEREST PERIOD:
7.25% from July 15, 1994, or from the most recent Interest Payment Date to
which interest has been paid or provided
-5-
INTEREST PAYMENT DATES:
January 15 and July 15, commencing January 15, 1995
REGULAR RECORD DATES:
The close of business on the January 1 or July 1 immediately preceding the
next Interest Payment Date
DENOMINATIONS AND FORM:
$1,000 and integral multiples thereof, issuable only in fully registered
form and represented by one or more Global Notes registered in the name of
a nominee of The Depository Trust Company, as Depositary
REDEMPTION PROVISIONS:
No provisions for redemption
SINKING FUND PROVISIONS:
No sinking fund provisions
TIME OF DELIVERY:
9:00 A.M., Minneapolis time, on July 21, 1994
CLOSING LOCATION:
The offices of Dorsey & Whitney, 220 South Sixth Street, Minneapolis,
Minnesota 55402
NAMES AND ADDRESSES OF UNDERWRITERS
Goldman, Sachs & Co.*
Credit Department
85 Broad Street
New York, NY 10004
Attn: Credit Control
Telephone: (212) 902-3711
Facsimile: (212) 357-8680
- - --------------------
* Representatives of the Underwriters.
-6-
CS First Boston Corporation
55 East 52nd Street
Park Avenue Plaza
New York, New York 10055
Attn: Joseph D. Fashano
Telephone: (212) 909-2107
Facsimile: (212) 318-0532
Piper Jaffray Inc.
222 South Ninth Street
Minneapolis, Minnesota 55402
Attn: Paul D. Grangaard
Telephone: (612) 342-6326
Facsimile: (612) 342-6979
-7-