<PAGE>
As filed with the Securities and Exchange Commission on March 29, 1996.
REGISTRATION NO. 33-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_____________________
WAL-MART STORES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 71-0415188
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
702 S.W. Eighth Street
Bentonville, Arkansas 72716
(501) 273-4000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
ROBERT K. RHOADS
Wal-Mart Stores, Inc.
702 S.W. Eighth Street
Bentonville, Arkansas 72716
(501) 273-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_____________________
COPY TO:
LYNNWOOD R. MOORE, JR., ESQ.
Conner & Winters,
A Professional Corporation
2400 First Place Tower
15 East 5th Street
Tulsa, Oklahoma 74103-4391
(918) 586-5711
_____________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.
_____________________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
_____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SHARES TO BE AGGREGATE PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) REGISTRATION FEE(2)
=========================================================================================================
<S> <C> <C> <C> <C>
Common Stock, par value 10,000,000 $23.5625 $235,625,000 $81,250
$0.10 per share
=========================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Pursuant to Rule 457(c) under the Securities Act of 1933, as amended, the
registration fee has been calculated based upon the average of the high and
low prices per share on the New York Stock Exchange on March 27, 1996.
<PAGE>
PROSPECTUS
WAL-MART STORES, INC.
SHAREHOLDER INVESTMENT PROGRAM
Wal-Mart Stores, Inc. ("Wal-Mart" or the "Company") hereby offers
participation in its Shareholder Investment Program (the "Program"). The
Program is designed to provide shareholders of record and other investors who
choose to become shareholders of record with a convenient and economical way to
purchase shares of Wal-Mart's Common Stock, par value $.10 per share ("Common
Stock"), and to reinvest at no cost all or a portion of their cash dividends in
additional shares of Common Stock. Other key features of the Program include
the following:
. Persons who are not shareholders may enroll either by investing as
little as $250 or by authorizing automatic monthly withdrawals
("Automatic Investments") of at least $25.
. Shareholders of record who hold 200 shares or less of Common Stock will
be automatically enrolled in the Program and will have all cash
dividends reinvested in additional shares of Common Stock unless such
shareholders affirmatively elect to receive cash dividends.
Shareholders who elect to receive cash dividends will receive such
dividends, as declared, in the usual manner.
. Shareholders of record who hold more than 200 shares of Common Stock
may enroll by electing to reinvest all or a portion of their cash
dividends in additional shares of Common Stock and/or by making an
optional cash investment of $50 or more and/or by authorizing monthly
Automatic Investments of $25.
. Once enrolled, a participant may make optional investments of $50 or
more, up to a maximum of $150,000 per year, through the Program.
. Participants may buy shares in whole dollar amounts rather than a
specified quantity of shares. A participant's account is credited with
the appropriate number of full and fractional shares.
. All sale orders are processed daily and purchase orders are processed
daily when practicable or at least once every five business days.
. Transaction fees are lower than the commissions and fees typically
charged by a stockbroker.
. Participants can make additional purchases periodically. The investment
amount can be automatically deducted from a participant's bank account
or it can be submitted by mail.
. Participants can deposit their stock certificates for safekeeping at no
cost. A participant may request a certificate for whole shares at any
time, also at no cost.
. Participants can transfer shares or make gifts of Common Stock at no
charge.
________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
________________________
The date of this Prospectus is _____________, 1996
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy and information statements and
other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission, at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices at 500 West Madison Street, Suite 1400,
Chicago, Illinois 60621-2511 and 7 World Trade Center, 13th Floor, New York,
New York 10048. Copies of such materials can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, upon payment of prescribed rates. Such reports, proxy statements
and other information concerning the Company can also be inspected and copied
at the New York Stock Exchange, 20 Broad Street, New York, New York 10005 and
the Pacific Stock Exchange, 301 Pine Street, San Francisco, California 94104.
The Company has filed with the Commission a registration statement on
Form S-3 (herein, together with all amendments and exhibits, referred to as
the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"). This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations of the Commission.
For further information, reference is hereby made to the Registration
Statement. The Registration Statement may be inspected without charge at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and copies thereof may be obtained from the
Commission upon payment of prescribed rates.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed with the Commission (File No. 1-6991)
pursuant to the Exchange Act are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended January 31, 1995;
2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended April 30, 1995, July 31, 1995 and October 31, 1995;
3. The Company's Current Report on Form 8-K filed with the
Commission on May 19, 1995;
4. The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the Commission on October
26, 1971, and including any other amendment or report filed for the
purpose of updating such description of the Common Stock; and
5. All other documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of this offering.
Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for all purposes to the
extent that a statement contained in this Prospectus, or in any other
subsequently filed document which is also, or is deemed to be, incorporated
by reference, modifies or replaces such statement. Any such statement so
modified or superseded shall not be deemed to constitute a part of this
Prospectus, except as so modified or superseded. The Company will provide
without charge to each person to whom this Prospectus has been delivered, on
written or oral request of such person, a copy (without exhibits, unless such
exhibits are specifically incorporated by reference into such documents) of
any or all documents incorporated by reference in this Prospectus. Requests
for such copies should be addressed to Allison D. Garrett, Assistant
Secretary, Wal-Mart Stores, Inc., Corporate Offices, 702 S.W. Eighth Street,
Bentonville, Arkansas 72716, telephone number (501) 273-4505.
2
<PAGE>
WAL-MART STORES, INC. SHAREHOLDER INVESTMENT PROGRAM
The following is a complete statement of the Program.
PURPOSE
The purpose of the Program is to provide shareholders of record and
other investors who choose to become shareholders of record with a convenient
and economical way to purchase shares of Common Stock and to reinvest at no
cost all or a portion of their cash dividends in additional shares of Common
Stock.
ADVANTAGES TO PARTICIPANTS
. In addition to reinvestment of dividends, participants may invest
additional funds in Common Stock through optional cash payments of
up to $150,000 per year. Optional investments may be made by
check, money order or by electronic funds transfer from a
predesignated bank account. Optional investments may be made
occasionally or at regular intervals, as the participant desires.
. Funds invested in the Program, less applicable fees and
commissions, are fully invested through the purchase of fractions
of shares, as well as full shares, and proportionate cash
dividends on fractions of shares are used to purchase additional
shares.
. Persons not presently owning shares of Common Stock may become
participants by making a minimum initial investment of $250 to
purchase shares under the Program or by authorizing monthly
Automatic Investments of at least $25.
. Participants may direct the Administrator to transfer, at any time
and at no cost to the participant, all or a portion of the
participant's shares held under the Program to a Program account
for another person.
. The Program offers a "share safekeeping" service whereby
participants may deposit their Common Stock certificates with the
Program's Administrator and have their ownership of such Common
Stock maintained on the Administrator's records as part of their
Program account.
. Statements are mailed to each participant listing all transactions
in the participant's account.
DISADVANTAGES TO PARTICIPANTS:
Since shares of Common Stock are purchased by the Administrator or its
representative on specified dates and are sold on dates determined by the
Administrator or its representative when the Administrator processes a
request for sale, participants have no control over the prices at which
shares of Common Stock are purchased or sold for their accounts. Therefore,
participants bear the risk of fluctuations in the market price of the Common
Stock. See "Investment Dates," "Withdrawal and Termination," and "Sale of
Shares."
NO INTEREST WILL BE PAID ON FUNDS HELD BY THE ADMINISTRATOR PENDING
INVESTMENT IN THE PROGRAM.
3
<PAGE>
ADMINISTRATION
First Chicago Trust Company of New York (the "Administrator") will
administer the Program, purchase and hold shares of Common Stock acquired
under the Program, keep records, send statements of account activity to
participants, and perform other duties related to the Program. Participants
may contact the Administrator by telephoning the Administrator toll free at
1-800-438-6278, as follows:
Shareholder customer service: 1-800-438-6278
Normal hours: 8:00 a.m. - 5:00 p.m. Central time, each business day;
Non-shareholder requests for information about the Program: 1-800-438-6278
Normal hours: 8:00 a.m. - 9:00 p.m. Central time, each business day;
Automated sale of shares and customer information: 1-800-438-6278
Normal hours: 8:00 a.m. - 9:00 p.m. Central time, each business day;
Saturday: 8:00 a.m. - 2:30 p.m. Central time;
Participants may contact the Administrator in writing at the following
address:
Wal-Mart Shareholder Services
c/o First Chicago Trust Company
P.O. Box 2540
Jersey City, N.J. 07303-2540
Written communications may also be sent to the Administrator by telefax at 1-
312-407-1650.
ELIGIBILITY
Any person or entity, whether or not a holder of record of shares of
Common Stock, is eligible to participate in the Program, provided that (i)
such person or entity chooses to be a shareholder of record, (ii) fulfills
the prerequisites for participation described below under "Enrollment
Procedures," and (iii) in the case of citizens or residents of a country
other than the United States, its territories, and possessions, participation
would not violate local laws applicable to the Company or the participant.
ENROLLMENT PROCEDURES
Shareholders
Shareholders who hold 200 shares or less of Common Stock registered
directly in their name will be automatically enrolled in the Program and will
have all cash dividends reinvested in additional shares of Common Stock and
will have no right to have any portion of such dividends paid in cash.
Provided, however, such shareholders may elect to receive only cash dividends
in lieu of having all dividends automatically reinvested under the Program.
Accordingly, any such shareholder who desires to receive only cash dividends
should immediately forward to the Administrator (as defined below), a
completed and signed Special Request Form or Enrollment Authorization Form,
as the case may be, with the election made to receive only cash dividends.
By so doing a participant will not have any dividends automatically
reinvested in additional shares of Common Stock. Furthermore, participants
holding 200 shares or less of Common Stock will receive annual statements
providing detail of each quarterly dividend reinvestment as well as any other
transactions during the year. Once a shareholder becomes automatically
enrolled in the Program, such shareholder may elect at any time to receive
only cash dividends by submitting a new Enrollment Authorization Form to the
Administrator. Shareholders who elect to receive cash dividends will receive
such dividends, as declared, in the usual manner.
4
<PAGE>
Shareholders who hold more than 200 shares of Common Stock registered
directly in their name may join the Program by completing and signing an
Enrollment Authorization Form and returning it to the Administrator. In
order to participate in the Program, such shareholder must (i) elect to
reinvest all or a portion of their cash dividends in additional shares of
Common Stock, (ii) make an optional cash investment of $50 or more, or (iii)
authorize Automatic Investments of $25 per month. See "Initial Investments
and Optional Cash Investments" and "Investment Methods - Automatic
Investment." Current registered shareholders should be sure to sign their
names on the Enrollment Authorization Form exactly as they appear on their
certificates.
Non-shareholders
Eligible investors may join the Program by returning a completed
Initial Investment Form to the Administrator. To enroll, investors must make
an initial investment of at least $250 or authorize Automatic Investments of
at least $25 per month. See "Initial Investments and Optional Cash
Investments" and "Investment Methods--Automatic Investment."
"Street Name" Holders
Owners of shares of Common Stock held on their behalf by a bank,
broker, trustee or other agent may join the Program by registering one or
more shares of Common Stock directly in their names and by returning a
completed Enrollment Authorization Form to the Administrator. See "Transfer
of Shares from Street Name." Once the shares of Common Stock are registered
directly in the name of the owner, the owner may participate in the Program
by following the guidelines described above under the subsection
"Shareholders."
Enrollment Authorization and Initial Investment Forms will be processed
as promptly as practicable. Participation in the Program will begin after
the properly completed form has been reviewed and accepted by the
Administrator.
PARTICIPANTS MAY BE REQUIRED TO PAY CERTAIN FEES IN CONNECTION WITH THE
PROGRAM. SEE "SERVICE FEES."
TRANSFER OF SHARES FROM STREET NAME
Beneficial owners whose shares are registered in the name of a bank, a
broker, a trustee or other agent may participate in the Program with respect
to such shares by either (i) transferring such shares to a Program account by
directing their agent (e.g., their bank, broker or trustee) to register the
shares directly in their name and having the agent deliver a certificate to
them or (ii) instructing their agent to transfer the shares to the
Administrator to be deposited into the Program for "share safekeeping" for
credit to the participant's account. See "Share Safekeeping and Insured
Certificate Mailings."
INVESTMENT DATES
The Program's "Investment Dates" generally will commence on either the
cash dividend payment date, or during periods in which no cash dividend is
paid, a date not later than five business days after the initial investments
and/or optional cash investments are received by the Administrator. Should
an Investment Date fall on a date where the New York Stock Exchange is not
open, the Investment Date will be on the next succeeding date on which the
New York Stock Exchange is open.
INITIAL INVESTMENTS AND OPTIONAL CASH INVESTMENTS
Initial investments, for those who are not shareholders of record, must
be at least $250, in the form of a personal check or money order, or
Automatic Investment of at least $25, and must be included with the completed
Initial Investment Form returned to the Administrator.
5
<PAGE>
Participants may make optional cash investments by personal check or
automatic deduction from a bank account. Optional cash investments must be
at least $50 if by check, $25 if by automatic deduction from a bank account,
for any single investment and may not exceed $150,000 per year. There is no
obligation to make an optional cash investment at any time, and the amount of
such investments may vary from time to time.
Initial investments and optional cash investments must be received by
the Administrator prior to an Investment Date to be invested beginning on
that Investment Date. Otherwise, the initial investment or optional cash
investment will be held by the Administrator and invested beginning on the
next Investment Date. Upon a participant's written request received by the
Administrator no later than two business days prior to the applicable
Investment Date, an initial investment or optional cash investment not
invested under the Program will be canceled or returned to the participant,
as appropriate. However, no refund of a check or money order will be made
until the funds have been actually received by the Administrator.
Accordingly, such refunds may be delayed by up to three weeks.
NO INTEREST WILL BE PAID ON AMOUNTS HELD BY THE ADMINISTRATOR PENDING
INVESTMENT.
Accordingly, investors should transmit initial investments and optional
cash investments so as to reach the Administrator prior to an Investment
Date. All initial investments and optional cash investments are subject to
collection by the Administrator for full face value in U.S. funds.
INVESTMENT METHODS
Check Investment
Initial investments and optional cash investments may be made by
personal check or money order payable in U.S. dollars to "FCT-Wal-Mart."
Optional cash investments should be mailed to the Administrator together with
the Cash Investment Form attached to each statement of account sent to
participants. Additional Cash Investment Forms are available upon request
from the Administrator.
Automatic Investment
Participants may make monthly Automatic Investments of a specified
amount (not less than $25 per purchase nor more than $150,000 per year) by
electronic funds transfer from a predesignated U.S. bank account.
To initiate automatic monthly deductions, the participant must complete
and sign an Automatic Monthly Deduction Form and return it to the
Administrator together with a voided blank check or a savings deposit slip
for the account from which funds are to be drawn. Automatic Monthly
Deduction Forms may be obtained from the Administrator. Forms will be
processed and will become effective as promptly as practicable.
Once automatic monthly deduction is initiated, funds will be drawn from
the participant's designated bank account on either the first or the 15th day
of each month, or both (as chosen by the participant), or the next business
day if either the first or the 15th day is not a business day and will be
invested in Common Stock beginning on the next Investment Date.
Participants may change or terminate monthly Automatic Investments by
completing and submitting to the Administrator a new Automatic Monthly
Deduction Form. To be effective with respect to a particular Investment
Date, however, the new Automatic Monthly Deduction Form must be received by
the Administrator at least six business days preceding such Investment Date.
6
<PAGE>
DIVIDEND OPTIONS
Reinvestment of Cash Dividends
Participants who hold 200 shares or less of Common Stock will have all
cash dividends reinvested in additional shares of Common Stock and will have
no right to have any portion of such dividends paid in cash unless they
affirmatively elect to receive cash dividends. Participants who hold more
than 200 shares of Common Stock may elect to reinvest all or a portion of
their cash dividends in additional shares of Common Stock by designating
their election on the Enrollment Authorization Form. Participants electing
partial reinvestment of cash dividends must designate the number of whole
shares for which they want to receive cash dividends. Dividends paid on all
other shares registered in the participant's name and/or held for the
participant under the Program will be reinvested in additional shares of
Common Stock.
Reinvestment levels for shareholders with more than 200 shares may be
changed from time to time as a participant desires by submitting a new
Enrollment Authorization Form to the Administrator. To be effective with
respect to a particular Common Stock dividend, any such change must be
received by the Administrator on or before the record date for such dividend.
The record date is usually about two weeks prior to the payment of the
dividend.
Once a participant elects reinvestment, cash dividends paid on all or
part of the shares of Common Stock registered in the participant's name
and/or held for the participant under the Program will be reinvested in
additional shares of Common Stock. If an eligible participant has specified
partial reinvestment, that portion of such dividend payment not being
reinvested will be sent to the participant by check in the usual manner.
Cash Dividends
Participants with more than 200 shares may elect to receive all or part
of their dividends in cash. A check for the full or partial dividend amount,
as appropriate, will be issued. Elections to receive dividends in cash may
be changed from time to time as a participant desires by submitting a new
Enrollment Authorization Form to the Administrator.
PARTICIPANTS MAY BE REQUIRED TO PAY CERTAIN FEES IN CONNECTION WITH THE
PURCHASE OF SHARES OF COMMON STOCK UNDER THE PROGRAM. SEE "SERVICE FEES."
WITHDRAWAL AND TERMINATION
A participant may withdraw from the Program at any time by giving
written or telephonic instructions to the Administrator. However, if the
request for withdrawal is received on or after a Record Date, the
Administrator, in its sole discretion, may either pay the dividend in cash or
reinvest it in shares of Common Stock under the Program. If such dividend is
reinvested, the Administrator may sell shares purchased and remit the
proceeds to the participant, less brokerage commissions, any administrative
fee and any other costs of the sale.
Any optional cash investments which had been sent to the Administrator
will be invested unless the return of the amount is expressly requested in
the request for withdrawal and the request is received by the Administrator
at least two business days prior to the Investment Date applicable to that
optional cash purchase.
Upon withdrawal from the Program, a certificate for the whole shares
held in the Program for the participant will be issued. Alternatively, a
participant may specify in the withdrawal notice that all or a portion of his
or her whole shares be sold. The Administrator will make the sale as
promptly as practicable after receipt of the withdrawal notice, and the
participant will receive a check for the proceeds, less an administrative fee
and related brokerage commissions.
7
<PAGE>
Participants terminating participation in the Program will receive a
check for the cash value of any fractional share held in their Program
accounts. Fractions of shares will be valued at the then current market
price, less any administrative fee and related brokerage commissions.
If notice of withdrawal is received on or after an ex-dividend date but
before the related dividend payment date, the withdrawal will be processed as
described above, and a check for the dividend will be mailed to the
participant.
No optional cash investments may be made after participation in the
Program has been terminated, unless and until the former participant rejoins
the Program which may be accomplished by complying with the enrollment
procedures. See "Enrollment Procedures."
SALE OF SHARES
Participants may request the Administrator to sell any number of whole
shares held in their Program accounts by giving written or telephonic
instructions acceptable to the Administrator. The Administrator will make
every effort to process an order on the day it is received, provided that
instructions are received before 1 p.m. Eastern time, on a business day when
the Administrator and the relevant securities market are open. The proceeds
of the sale, less applicable fees and commission, will be sent to the
participant promptly.
Participants have full control of their shares and can transfer or
dispose of them at any time. Participants may choose to sell shares held for
them by the Administrator through the broker of their choice. Participants
choosing to do so should write or call the Administrator. A certificate will
be issued and mailed to the participant or the participant's broker within
two business days of the Administrator's receipt of the request.
If instructions for the sale of all shares are received on or after an
ex-dividend date but before the related dividend payment date, the sale will
be processed as described above, and a check for the dividends will be mailed
to the participant. A request to sell all shares held in a participant's
account will be treated as a withdrawal from the Program. See "Withdrawal
and Termination."
SOURCE AND PRICE OF SHARES
At Wal-Mart's discretion, to fulfill Program requirements, shares of
Common Stock will be purchased by the Administrator either on the open market
or directly from Wal-Mart. Shares purchased by the Administrator on the open
market may be made on any stock exchange in the U.S. where the Common Stock
is traded, in the over-the-counter market, or by privately negotiated
transactions on such terms as the Administrator may reasonably determine at
the time of purchase. The price of shares purchased on the open market with
reinvested dividends will be the weighted average price of all shares
purchased with reinvested dividends for the relevant Investment Date. The
price of shares purchased on the open market with initial investments,
optional cash investments and monthly Automatic Investments will be the
weighted average price (including brokerage commissions and any other costs
of purchase) of all shares purchased with initial investments, optional cash
investments and monthly Automatic Investments for the relevant Investment
Date. The Administrator may also purchase shares from or sell shares to Wal-
Mart, to the extent Wal-Mart makes shares available either through original
issuances or shares held in treasury, or is willing to purchase shares. The
price of shares purchased from or sold to Wal-Mart will be the average of the
high and low sale prices of the Common Stock as reported on the New York
Stock Exchange consolidated tape on the relevant Investment Date. The
Administrator may commingle each participant's funds with those of other
participants for the purpose of executing purchases.
Shares purchased or sold for a participant with respect to a particular
Investment Date will be credited to the participant's account at the average
price per share of all shares purchased or sold, as appropriate, with respect
to that Investment Date.
8
<PAGE>
The Administrator will make every effort to invest funds in Common
Stock as soon as practicable on or after each Investment Date. Shares
acquired in the open market or from private sources will be purchased as soon
as practicable by the Administrator beginning on the relevant Investment Date
and in no event later than 30 days after the relevant Investment Date, except
where and to the extent necessary under any applicable federal securities
laws or other government or stock exchange regulations. Shares acquired from
Wal-Mart will be purchased for participants' accounts as of the close of
business on the relevant Investment Date. Dividend and voting rights will
commence upon settlement, which is normally three business days after
purchase whether from Wal-Mart or any other source. Neither the Company nor
any participant shall have any authority or power to direct the time or price
at which shares may be purchased, or the selection of the broker or dealer
through or from whom purchases are to be made.
SHARE SAFEKEEPING AND INSURED CERTIFICATE MAILINGS
At the time of enrollment in the Program, or at any later time,
participants may use the Program's "share safekeeping" service to deposit any
Common Stock certificates in their possession with the Administrator. Shares
deposited will be transferred into the name of the Administrator or its
nominee and credited to the participant's account under the Program.
Thereafter, such shares will be treated in the same manner as shares
purchased through the Program. By using the Program's share safekeeping
service, participants no longer bear the risk associated with loss, theft or
destruction of stock certificates. Also, because shares deposited with the
Administrator are treated in the same manner as shares purchased through the
Program, they may be transferred or sold through the Program in a convenient
and efficient manner. See "Withdrawal and Termination," "Sale of Shares" and
"Gift/Transfer of Shares."
To insure against loss resulting from mailing participants'
certificates to the Administrator, mail insurance is provided free of charge
for certificates valued at up to $25,000 when mailed first class, using the
brown, pre-addressed envelope provided by the Administrator. Certificates
sent to the Administrator should not be endorsed.
To be eligible for certificate mailing insurance, an individual
investor must observe the following guidelines. Certificates must be mailed
in brown, pre-addressed return envelopes supplied by the Administrator.
Certificates mailed to the Administrator will be insured for up to $25,000
current market value provided they are mailed first class. The Administrator
will promptly send the participant a statement confirming each deposit of
certificates. Individual investors must notify the Administrator of any
claim within thirty calendar days of the date the certificates were mailed.
To submit a claim, an individual investor must be a current participant or
the individual investor's loss must be incurred in connection with becoming a
participant.
In the latter case, the claimant must enroll in the Program at the time
the insurance claim is processed. The maximum insurance protection provided
to the participant is $25,000 and coverage is available only when the
certificate(s) are sent to the Administrator in accordance with the
guidelines described above.
Insurance covers the replacement of shares of Common Stock, but in no
way protects against any loss resulting from fluctuations in the value of
such shares from the time the individual mails the certificates until such
time as replacement can be effected.
GIFT/TRANSFER OF SHARES
Shareholders may transfer the ownership of some or all of their Program
shares or shares held in safekeeping by sending the Administrator written,
signed transfer instructions. Signatures must be Medallion Guaranteed by a
financial institution participating in the Medallion Guarantee Program. A
Medallion Signature Guarantee is a signature guarantee by an institution such
as a commercial bank, trust company, securities broker/dealer, credit union,
or a savings institution participating in a Medallion Program approved by The
Securities Transfer Association, Inc. No other form of signature
verification can be accepted. Shares may be transferred to new or existing
shareholders.
9
<PAGE>
SERVICE FEES
Each participant will be assessed an administrative fee and brokerage
commissions on purchases (other than dividend reinvestments) and sales of
shares for his or her account. The current administrative fees and brokerage
commissions are as follows:
<TABLE>
<CAPTION>
ADMINISTRATIVE FEE AND
TRANSACTION BROKERAGE COMMISSION PER TRANSACTION
----------- ------------------------------------
<S> <C>
Initial Cash Investment Share Purchase $20.00, plus $0.10 per share
Optional Cash Investment Share Purchase $ 5.00, plus $0.10 per share
Electronic Funds Transfer $ 2.00, plus $0.10 per share
Sale of Shares $20.00, plus $0.10 per share
Dividend Reinvestment No fees or commissions
</TABLE>
The administrative fees and the brokerage commissions are subject to
change without further notice to participants. Each transaction will be
processed net of the transaction costs applicable to that transaction. Per
share charges listed above are for each whole or fractional share.
REPORTS TO PARTICIPANTS
Participants holding more than 200 shares of Common Stock who reinvest
all or a portion of their dividends will receive a quarterly statement of
year-to-date activity showing the amount invested, purchase price, the number
of shares purchased, deposited, sold, transferred, withdrawn, total shares
accumulated and other information for each quarter during the year.
Participants holding 200 shares or less of Common Stock will receive annual
statements providing detail of each quarterly dividend reinvestment as well
as any other transactions during the year. Any participant may receive
account information at any time during the year upon request from the
Administrator. Each participant should retain these statements so as to be
able to establish the cost basis of shares purchased under the Program for
income tax and other purposes. Duplicate statements will be available from
the Administrator for an additional charge.
The Administrator will also send each participant a confirmation
promptly after each optional cash investment, deposit, sale or transfer.
In addition, each participant will receive copies of the same
communications sent to all other holders of shares of Common Stock, including
Wal-Mart's annual report to shareholders, a notice of the annual meeting and
accompanying proxy statement and Internal Revenue Service ("IRS") information
return, if so required, for reporting dividend income received.
All notices, statements and reports from the Administrator to a
participant will be addressed to the participant at his or her latest address
of record with the Administrator. Therefore, participants must promptly
notify the Administrator of any change of address.
CERTIFICATES FOR SHARES
Shares purchased and held under the Program will be held in safekeeping
by the Administrator in its name or the name of its nominee. The number of
shares (including fractional interests) held for each participant will be
shown on each statement of account. Participants may obtain a certificate
for all or some of the whole shares of
10
<PAGE>
Common Stock held in their Program accounts upon written or telephonic
request to the Administrator. Any remaining whole or fractional shares will
continue to be held by the Administrator. Withdrawal of shares in the form
of a certificate in no way affects dividend reinvestment. See "Investment
Methods--Reinvestment of Cash Dividends."
STOCK SPLIT, STOCK DIVIDEND OR RIGHTS OFFERING
Any dividends in Common Stock or split shares distributed by the
Company on shares held by a participant or by the Administrator for a
participant's Program account will be added to the participant's account. If
a participant has elected to receive cash dividends on a portion of his or
her shares, the election will be adjusted proportionately in the event of a
stock split.
In the event of a rights offering, the participant will receive rights
based upon the total number of whole shares owned, that is, the total number
of shares registered in the participant's name and the total number of whole
shares held in the participant's Program account.
VOTING OF PROGRAM SHARES
Whole shares held in a Program account may be voted in person or by the
proxy sent to the participant. Fractions of shares will not be voted.
LIMITATION OF LIABILITY
Neither the Company nor the Administrator (nor any of their respective
agents, representatives, employees, officers, directors, or subcontractors)
will be liable in administering the Program for any act done in good faith
nor for any good faith omission to act, including, without limitation, any
claim of liability arising from failure to terminate a participant's account
upon such a participant's death or with respect to the prices or times at
which shares are purchased or sold for participants or fluctuations in the
market value of Common Stock. The participant should recognize that the
prices of shares purchased and sold under the Program will be determined by,
and subject to, market conditions, and neither the Company nor the
Administrator can provide any assurance of a profit or protection against
loss on any shares purchased or sold under the Program.
CHANGE OR TERMINATION OF THE PROGRAM
The Company may suspend, modify or terminate the Program at any time in
whole, in part, or in respect of participants in one or more jurisdictions.
Notice of such suspension, modification or termination will be sent to all
affected participants. No such event will affect any shares then credited to
a participant's account. Upon any whole or partial termination of the
Program by the Company, certificates for whole shares credited to an affected
participant's account under the Program will be issued to the participant,
and a cash payment will be made for any fraction of a share. Fractions of
shares will be valued at the then current market price, less any
administrative fee and related brokerage commissions.
TERMINATION OF A PARTICIPANT
If a participant does not own at least one whole share registered in
the participant's name or held through the Program, the participant's
participation in the Program may be terminated. Wal-Mart may also terminate
any participant's participation in the Program upon written notice mailed to
such participant at the address appearing on the Administrator's records.
Participants whose participation in the Program has been terminated will
receive certificates for whole shares held in their accounts and a check for
the cash value of any fractional share held in their
11
<PAGE>
Program accounts. Fractions of shares will be valued at the then current
market price, less any administrative fee and related brokerage commissions.
WAL-MART STORES, INC.
Wal-Mart, incorporated in Delaware on October 31, 1969, is the largest
retailer in the U.S., as measured in total sales, and operates in all fifty
states, Puerto Rico, Argentina and Canada, and in Brazil and Mexico under
joint-venture agreements. At January 31, 1996, the Company had 1,995 Wal-
Mart stores, 239 Supercenters, and 433 Sam's Clubs in the U.S., along with
131 Canadian Wal-Mart stores, three units in Argentina, five units in Brazil,
11 units in Puerto Rico, and 126 units in Mexico. At January 31, 1995, the
Company had 1,985 Wal-Mart stores, 147 Supercenters, and 426 Sam's Clubs in
the U.S., along with 123 Canadian Wal-Mart stores, seven units in Puerto
Rico, and 96 units in Mexico. The average size of a domestic Wal-Mart
discount department store is approximately 91,100 square feet and store sizes
range generally from 30,000 to 150,000 square feet of building area. The
Company's warehouse clubs are primarily located in larger population centers
and range in size from 90,000 to 150,000 square feet of building area.
Additionally, through its subsidiary McLane Company, Inc., Wal-Mart provides
products and distribution services to retail industry and institutional food
service customers.
The mailing address of the Company's principal executive offices is 702
S.W. 8th Street, Bentonville, Arkansas 72716, and its telephone number is
(501) 273-4000.
TAX CONSEQUENCES
The Company believes the following is an accurate summary of the
federal income tax consequences of participation in the Program as of the
date of this Prospectus. This summary may not reflect every possible
situation that could result from participation in the Program, and,
therefore, participants in the Program are advised to consult their own tax
advisors with respect to the tax consequences (including federal, state,
local and other tax laws and U.S. tax withholding laws) applicable to their
particular situations.
In general, the amount of cash dividends paid by the Company will be
includable in a participant's income even though reinvested under the
Program. In the case of participants in the Program whose dividends are
subject to U.S. backup withholding, the Administrator will reinvest dividends
less the amount of tax required to be withheld. In the case of foreign
shareholders whose dividends are subject to U.S. federal tax withholding, the
Administrator will reinvest dividends less the amount of tax required to be
withheld. Each participant will receive a Form 1099-DIV which reflects the
amount of dividends includable in income.
In the case of reinvested dividends, when the Administrator acquires
shares for a participant's account directly from the Company, the participant
must include in gross income a dividend measured by the fair market value of
the shares so acquired. Alternatively, when the Administrator purchases
Common Stock for a participant's account on the open market with reinvested
dividends, the amount of the dividend will also include that portion of any
brokerage commissions paid by the Company that are attributable to the
purchase of the participant's shares.
The cost basis for federal income tax purposes of any shares acquired
through the Program will be the purchase price for the shares credited by the
Administrator to the account of the participant as described in the section
entitled "Source and Price of Shares" plus the amount of any brokerage
commissions paid by the Company in respect of such purchase. The quarterly
and annual statements sent to participants will show such amounts paid on
their behalf.
The above rules may not be applicable to certain participants in the
Program, such as tax-exempt entities (e.g., pension funds) and foreign
shareholders. These particular participants should consult their own tax
advisors concerning the tax consequences applicable to their situations.
12
<PAGE>
USE OF PROCEEDS
Wal-Mart will receive proceeds from the purchase of Common Stock
pursuant to the Program only to the extent that such purchases are made
directly from Wal-Mart, and not from open market purchases by the
Administrator. If purchases of Common Stock are made directly from Wal-Mart,
Wal-Mart intends to use any net proceeds from the sales of such shares for
general corporate purposes.
LEGAL MATTERS
Certain legal matters with respect to the validity of the shares of
Common Stock offered hereby will be passed upon for Wal-Mart by Conner &
Winters, A Professional Corporation, Tulsa, Oklahoma. Certain members and
other lawyers in the firm of Conner & Winters, A Professional Corporation,
and members of their immediate families beneficially own, in the aggregate,
approximately 118,159 shares of Common Stock.
EXPERTS
The consolidated financial statements of Wal-Mart Stores, Inc. and
subsidiaries incorporated by reference in the Company's Annual Report (Form
10-K) for the year ended January 31, 1995, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon incorporated
by reference therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon
such report given upon the authority of such firm as experts in accounting
and auditing.
13
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE
SECURITIES TO WHICH IT RELATES OR ANY OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE OF THIS
PROSPECTUS OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO ITS DATE.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
AVAILABLE INFORMATION....................... 2
INCORPORATION OF CERTAIN
INFORMATION BY REFERENCE.................. 2
WAL-MART STORES, INC. SHAREHOLDER
INVESTMENT PROGRAM........................ 3
Purpose............................... 3
Advantages to Participants............ 3
Disadvantages to Participants......... 3
Administration........................ 4
Eligibility........................... 4
Enrollment Procedures................. 4
Transfer of Shares from Street Name... 5
Investment Dates...................... 5
Initial Investments and
Optional Cash Investments............ 5
Investment Methods.................... 6
Dividend Options...................... 7
Withdrawal and Termination............ 7
Sale of Shares........................ 8
Source and Price of Shares............ 8
Share Safekeeping and
Insured Certificate Mailings......... 9
Gift/Transfer of Shares............... 9
Service Fees.......................... 10
Reports to Participants............... 10
Certificates for Shares............... 10
Stock Split, Stock Dividend or
Rights Offering...................... 11
Voting of Program Shares.............. 11
Limitation of Liability............... 11
Change or Termination of the Program.. 11
Termination of a Participant.......... 11
WAL-MART STORES, INC........................ 12
TAX CONSEQUENCES............................ 12
USE OF PROCEEDS............................. 13
LEGAL MATTERS............................... 13
EXPERTS..................................... 13
</TABLE>
WAL-MART STORES, INC.
SHAREHOLDER INVESTMENT
PROGRAM
______________________
PROSPECTUS
______________________
______________, 1996
<PAGE>
PART II
=======
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
All amounts are estimated except for the SEC filing fee.
<TABLE>
<CAPTION>
<S> <C>
SEC filing fee................ $ 81,250
Accounting fees and expenses.. 2,500
Legal fees and expenses....... 14,000
Blue Sky fees and expenses.... 2,500
Printing costs................ 36,000
Miscellaneous................. 3,750
Total..................... $140,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's By-Laws provide that each person who was or is made a
party to, or is involved in, any action, suit or proceeding by reason of the
fact that he or she was a director or officer of the Registrant (or was
serving at the request of the Registrant as a director, officer, employee or
agent for another entity) will be indemnified and held harmless by the
Registrant, to the full extent authorized by the Delaware General Corporation
Law.
Under Section 145 of the Delaware General Corporation Law, a
corporation may indemnify a director, officer, employee or agent of the
corporation against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him or her
if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his or her conduct was unlawful. In the case of an action
brought by or in the right of a corporation, the corporation may indemnify a
director, officer, employee or agent of the corporation against expenses
(including attorneys' fees) actually and reasonably incurred by him or her if
he or she acted in good faith and in a manner he or she reasonably believed
to be in the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless a court finds that, in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses as
the court shall deem proper.
The Registrant's Certificate of Incorporation provides that to the
fullest extent permitted by Delaware General Corporation Law as the same
exists or may hereafter be amended, a director of the Registrant shall not be
liable to the Registrant or its stockholders for monetary damages for breach
of fiduciary duty as a director. The Delaware General Corporation Law
permits Delaware corporations to include in their certificates of
incorporation a provision eliminating or limiting director liability for
monetary damages arising from breaches of their fiduciary duty. The only
limitations imposed under the statute are that the provision may not
eliminate or limit a director's liability (i) for breaches of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or involving intentional misconduct or known
violations of law, (iii) for the payment of unlawful dividends or unlawful
stock purchases or redemptions, or (iv) for transactions in which the
director received an improper personal benefit.
The Registrant is insured against liabilities which it may incur by
reason of its indemnification of officers and directors in accordance with
its By-Laws. In addition, directors and officers are insured, at the
Registrant's
II-1
<PAGE>
expense, against certain liabilities which might arise out of their
employment and are not subject to indemnification under the By-Laws.
The foregoing summaries are necessarily subject to the complete text of
the statute, Certificate of Incorporation, By-Laws and agreements referred to
above and are qualified in their entirety by reference thereto.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -------------
<C> <S>
5.1 Opinion of Conner & Winters, A Professional Corporation as to legality of
securities.
8.1 Opinion of Conner & Winters, A Professional Corporation as to certain tax
matters.
10.1 Wal-Mart Stores, Inc. Shareholder Investment Program. Set forth in full in the
Prospectus included as Part I of this Registration Statement.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Conner & Winters, A Professional Corporation (included in Exhibit
5.1).
23.3 Consent of Conner & Winters, A Professional Corporation (included in Exhibit
8.1).
24 Power of Attorney (included on the signature page to this Registration Statement).
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (the "Securities
Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
that are incorporated by reference in this Registration Statement.
II-2
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification of liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duty authorized in the City of Bentonville, State of Arkansas, on
March 28, 1996.
WAL-MART STORES, INC.
By /s/ S. Robson Walton
---------------------------
S. Robson Walton
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints S. Robson Walton, John B. Menzer and
David D. Glass, and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agents, or
his or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
---------- ----- ------
<S> <C> <C>
/s/ S. Robson Walton Chairman of the Board of Directors
- ------------------------------------- and Director March 28, 1996
S. Robson Walton
/s/ David D. Glass President, Chief Executive Officer March 28, 1996
- ------------------------------------- and Director
David D. Glass
/s/ Donald G. Soderquist Vice Chairman of the Board of March 28, 1996
- ------------------------------------- Directors, Chief Operating
Donald G. Soderquist Officer and Director
/s/ Paul R. Carter Executive Vice President March 28, 1996
- ------------------------------------- and Director
Paul R. Carter
/s/ John B. Menzer Chief Financial Officer March 28, 1996
- ------------------------------------- (Principal Financial Officer)
John B. Menzer
/s/ James A. Walker, Jr. Senior Vice President March 28, 1996
- ------------------------------------- and Controller
James A. Walker, Jr. (Principal Accounting Officer)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
---------- ----- ------
<S> <C> <C>
/s/ John A. Cooper, Jr. Director March 28, 1996
- -------------------------------------
John A. Cooper, Jr.
/s/ Robert H. Dedman Director March 28, 1996
- -------------------------------------
Robert H. Dedman
/s/ Frederick J. Humphries Director March 28, 1996
- -------------------------------------
Dr. Frederick J. Humphries
/s/ F. Kenneth Iverson Director March 28, 1996
- -------------------------------------
F. Kenneth Iverson
/s/ E. Stanley Kroenke Director March 28, 1996
- -------------------------------------
E. Stanley Kroenke
/s/ Elizabeth A. Sanders Director March 28, 1996
- -------------------------------------
Elizabeth A. Sanders
/s/ Jack Shewmaker Director March 28, 1996
- -------------------------------------
Jack Shewmaker
/s/ Paula Stern Director March 28, 1996
- -------------------------------------
Dr. Paula Stern
/s/ John T. Walton Director March 28, 1996
- -------------------------------------
John T. Walton
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<C> <S>
5.1 Opinion of Conner & Winters, A Professional Corporation
as to legality of securities.
8.1 Opinion of Conner & Winters, A Professional Corporation
as to certain tax matters.
10.1 Wal-Mart Stores, Inc. Shareholder Investment Program.
Set forth in full in the Prospectus included as Part I of this
Registration Statement.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Conner & Winters, A Professional Corporation
(included in Exhibit 5.1).
23.3 Consent of Conner & Winters, A Professional Corporation
(included in Exhibit 8.1).
24 Power of Attorney (included on the signature page to
this Registration Statement).
</TABLE>
<PAGE>
[LETTERHEAD OF CONNER & WINTERS APPEARS HERE]
March 28, 1996
Wal-Mart Stores, Inc.
702 S.W. Eighth Street
Bentonville, Arkansas 72716
Re: Wal-Mart Stores, Inc. -- Shareholder Investment Program
on Form S-3 (the "Registration Statement")
Ladies and Gentlemen:
We have acted as special counsel for Wal-Mart Stores, Inc., a Delaware
corporation (the "Company"), in connection with the proposed offer and sale of
up to 10,000,000 shares (the "Shares") of the Company's common stock, par value
$.10 per share (the "Common Stock") pursuant to the Company's Shareholder
Investment Program (the "Program").
In reaching the conclusions expressed in this opinion, we have (a)
examined such certificates of public officials and of corporate officers and
directors and such other documents and matters as we have deemed necessary or
appropriate, (b) relied upon the accuracy of facts and information set forth in
all such documents, and (c) assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as copies, and the
authenticity of the originals from which all such copies were made.
Based on the foregoing, we are of the opinion that the Shares to be
sold have been duly authorized and, when issued, delivered and paid for in
accordance with the terms of the Program, will be validly issued, fully paid and
nonassessable shares of Common Stock of the Company.
<PAGE>
CONNER & WINTERS
Wal-Mart Stores, Inc.
March 28, 1996
Page 2
We consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Registration
Statement and the Prospectus constituting a part thereof under the caption
"Legal Matters."
Very truly yours,
CONNER & WINTERS,
A Professional Corporation
<PAGE>
[LETTERHEAD OF CONNER & WINTERS APPEARS HERE]
March 28, 1996
Wal-Mart Stores, Inc.
702 S.W. Eighth Street
Bentonville, Arkansas 72716
Re: Federal Income Tax Consequences of the
Wal-Mart Stores, Inc. Shareholder Investment Program
----------------------------------------------------
Ladies and Gentlemen:
We have acted and will act as special counsel for Wal-Mart Stores,
Inc., a Delaware corporation (the "Company"), in connection with its
Registration Statement on Form S-3 to be filed with the Securities and Exchange
Commission on March 26, 1996 (the "Registration Statement"). This opinion
relates to the accuracy of the federal income tax consequences discussed in the
Registration Statement.
For the purpose of rendering the opinion expressed herein, we have
examined such documents as we have deemed appropriate, including the
Registration Statement. In our examination of documents, we have assumed,
without any independent investigation or review thereof, that all documents
submitted to us as photocopies or telecopies faithfully reproduce the originals
thereof, that such originals are authentic, that all such documents have been or
will be duly authorized, executed and delivered to the extent required, that all
signatures are genuine and that all statements set forth in such documents are
accurate.
Based on our examination of the foregoing items, subject to the
assumptions, limitations and qualifications set forth herein, we are of the
opinion that the information in the prospectus included in the Registration
Statement regarding the federal income tax consequences of the Program (as
defined in the Registration Statement), to the extent it constitutes matters of
law or legal conclusions, is correct in all material respects.
<PAGE>
CONNER & WINTERS
Wal-Mart Stores, Inc.
March 28, 1996
Page 2
In addition to the matters set forth above, this opinion is subject to
the following exceptions, limitations and qualifications:
1. Our opinion expressed herein is based upon our interpretation of
the existing provisions of the Internal Revenue Code of 1986, as amended, and
existing judicial decisions, administrative regulations and published revenue
rulings (including private letter rulings) and revenue procedures. Our opinion
is not binding upon the Internal Revenue Service or courts and there is no
assurance that the Internal Revenue Service will not challenge the conclusions
set forth herein. No assurance can be given that future legislative, judicial
or administrative changes, on either a prospective or retroactive basis, would
not adversely affect the accuracy of the conclusions stated herein. We
undertake no obligation to advise you of changes in law which may occur after
the date hereof.
2. Our opinion is limited to the United States federal income tax
matters addressed herein, and no other opinions are rendered with respect to any
other matter not specifically set forth in the foregoing opinion.
In the event any one of the statements, representations, or
assumptions we have relied upon to render this opinion is incorrect in a
material respect, our opinion might be adversely affected and may not be relied
upon.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
CONNER & WINTERS,
A Professional Corporation
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Wal-Mart Stores,
Inc. for the registration of 10,000,000 shares of common stock and to the
incorporation by reference therein of our report dated March 24, 1995, with
respect to the consolidated financial statements of Wal-Mart Stores, Inc.
incorporated by reference in its Annual Report (Form 10-K) for the year ended
January 31, 1995, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Tulsa, Oklahoma
March 28, 1996
