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EXHIBIT 1.5
Pricing Agreement
Goldman, Sachs & Co.
Chase Securities Inc.
Salomon Smith Barney Inc.
As Representatives of the several
Underwriters named in Schedule I hereto,
December 8, 1998
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
December 8, 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.
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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:
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Name: Lawrence M. Turner
Title: V.P. & Treasurer
Accepted as of the date hereof:
Goldman, Sachs & Co.
Chase Securities Inc.
Salomon Smith Barney Inc.
By: -------------------------------------
Goldman, Sachs & Co.
On behalf of each of the Underwriters
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SCHEDULE I
PRINCIPAL
AMOUNT OF
DESIGNATED
SECURITIES TO BE
PURCHASED
UNDERWRITER
Goldman, Sachs & Co. $150,000,000
Chase Securities Inc. 75,000,000
Salomon Smith Barney Inc. 75,000,000
Total $300,000,000
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SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
6.80% Senior Notes due 2018
AGGREGATE PRINCIPAL AMOUNT:
$300,000,000
PRICE TO PUBLIC:
99.696% of the principal amount of the Designated Securities, plus
accrued interest from December 11, 1998
PURCHASE PRICE BY UNDERWRITERS:
98.821% of the principal amount of the Designated Securities, plus
accrued interest from December 11, 1998
SPECIFIED FUNDS FOR PAYMENT OF 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, the Second Supplemental Indenture, dated June 26,
1998 and the Third Supplemental Indenture, dated December 11, 1998.
MATURITY:
December 15, 2018
INTEREST RATE:
6.80%
INTEREST PAYMENT DATES:
June 15 and December 15, commencing June 15, 1999
REDEMPTION PROVISIONS:
As described in the Prospectus Supplement dated December 9, 1998
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SINKING FUND PROVISIONS:
No sinking fund provisions
DEFEASANCE PROVISIONS:
As described in the Prospectus Supplement dated December 9, 1998
TIME OF DELIVERY:
December 11, 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
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