<PAGE>
As filed with the Securities and Exchange Commission on March 31, 1997.
Registration No. 333-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
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. 8TH STREET
BENTONVILLE, ARKANSAS 72716
(501) 273-4000
(Address, including Zip Code, and Telephone Number, including Area
Code, of Registrant's Principal Executive Offices)
_______________________
WAL-MART STORES, INC.
DIRECTOR COMPENSATION PLAN
(Full Title of Plan)
_______________________
ROBERT K. RHOADS COPY TO:
WAL-MART STORES, INC. DUDLEY W. MURREY, ESQ.
702 S.W. 8TH STREET HUGHES & LUCE, L.L.P.
BENTONVILLE, ARKANSAS 72716 1717 MAIN STREET, SUITE 2800
(501) 273-4000 DALLAS, TEXAS 75201
(214) 939-5500
(Name, Address, and Telephone
Number, including Area Code,
of Agent for Service)
-----------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
PROPOSED PROPOSED
TITLE OF EACH CLASS AMOUNT MAXIMUM MAXIMUM AMOUNT OF
OF SECURITIES TO BE OFFERING AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED/1/ PRICE OFFERING FEE
PER PRICE/2/
SHARE/2/
- --------------------------------------------------------------------------------
Common Stock, $.10 par
value 1,000,000 $28.9375 $28,937,500 $8,768.94
- --------------------------------------------------------------------------------
(1) An indeterminate number of additional shares of Common Stock may be issued
if the anti-dilution adjustment provisions of the plan become operative.
(2) Estimated solely for the purpose of calculating the registration fee on the
basis of the average of the high and low price paid per share of Common
Stock, as reported on the New York Stock Exchange on Thursday, March 28,
1997, in accordance with Rule 457(h) promulgated under the Securities Act of
1933, as amended.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
-----------------------------------------------
The following documents heretofore filed with the Securities and Exchange
Commission (the "Commission") by Wal-Mart Stores, Inc. (the "Registrant") are
incorporated by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
January 31, 1996 (the "Annual Report").
(b) All reports filed by the Registrant pursuant to Sections 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
the Annual Report.
(c) The description of the Registrant's common stock, par value $.10 per
share (the "Common Stock"), contained in the Registrant's Registration Statement
on Form 8-A, filed with the Commission on October 26, 1971, including any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to this Registration Statement which indicates that all of
the shares of Common Stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
Not applicable.
II-1
<PAGE>
ITEM 6. 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. In
addition, directors and officers are insured, at the Registrant's expense,
against certain liabilities which might arise out of their employment and are
not subject to indemnification under the By-Laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not applicable.
II-2
<PAGE>
ITEM 8. EXHIBITS.
--------
4(a) Restated Certificate of Incorporation of Wal-Mart Stores, Inc.
(incorporated herein by reference to Exhibit 3(a) to the Annual
Report on Form 10-K of the Registrant for the year ended December
31, 1989) and Certificate of Amendment to the Restated Certificate
of Incorporation of Wal-Mart Stores, Inc. (incorporated herein by
reference to Exhibit 4(b) to the Registration Statement on Form S-
8 of the Registrant (File No. 33-43315)).
4(b) By-Laws of Wal-Mart Stores, Inc., as amended June 3, 1993
(incorporated herein by reference to Exhibit 4(a) to the Annual
Report on Form 10-K of the Registrant for the fiscal year ended
January 31, 1994).
*4(c) Wal-Mart Stores, Inc. Director Compensation Plan.
*5(a) Opinion of Hughes & Luce, L.L.P..
*23(a) Consent of Ernst & Young, LLP.
*23(b) Consent of Hughes & Luce, L.L.P. (contained in Exhibit 5(a)
hereto).
*24(a) Power of Attorney (contained on Page II-5.)
______________________
* Filed herewith
ITEM 9. UNDERTAKINGS.
------------
(a) The 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;
(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 (a)(1)(i) and (a)(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 with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
(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 to
II-3
<PAGE>
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.
(b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this
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.
(c) Insofar as indemnification by the Registrant for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
by the Registrant 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 Securities
Act and will be governed by the final adjudication of such issue.
II-4
<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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Bentonville, State of Arkansas, on March 28, 1997.
WAL-MART STORES, INC.
By: /s/ S. Robson Walton
---------------------
S. Robson Walton,
Chairman of the Board of Directors
POWER OF ATTORNEY
We, the undersigned officers and directors of Wal-Mart Stores, Inc., hereby
severally constitute and appoint S. Robson Walton, David D. Glass and John B.
Menzer, and each of them, our true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for each of us in our name, place
and stead, in any and all capacities, to sign Wal-Mart Stores, Inc.'s
Registration Statement on Form S-8, and any other Registration Statement
relating to the same offering, and any and all amendments thereto (including
post-effective amendments), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grant to such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as each
of us might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his or their substitute or
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 by the following persons in the
capacities and on the dates indicated.
/s/ S. Robson Walton Chairman of the Board of March 28, 1997
- -------------------------- Directors and Director
S. Robson Walton
/s/ David D. Glass President, Chief Executive March 28, 1997
- -------------------------- Officer and Director
David D. Glass
/s/ Donald G. Soderquist Vice Chairman of the Board March 28, 1997
- -------------------------- of Directors, Chief Operating
Donald G. Soderquist Officer and Director
II-5
<PAGE>
/s/ Paul R. Carter Executive Vice President March 28, 1997
- -------------------------- and Director
Paul R. Carter
/s/ John B. Menzer Chief Financial Officer March 28, 1997
- --------------------------
John B. Menzer
/s/ James A. Walker, Jr. Senior Vice President March 28, 1997
- -------------------------- and Controller
James A. Walker, Jr.
/s/ John A. Cooper Jr. Director March 28, 1997
- --------------------------
John A. Cooper Jr.
/s/ Stephen Friedman Director March 28, 1997
- --------------------------
Stephen Friedman
Director March , 1997
- --------------------------
Stanley C. Gault
/s/ Frederick S. Humphries Director March 28, 1997
- --------------------------
Frederick S. Humphries
/s/ E. Stanley Kroenke Director March 28, 1997
- --------------------------
E. Stanley Kroenke
/s/ Elizabeth A. Sanders Director March 28, 1997
- --------------------------
Elizabeth A. Sanders
/s/ Jack Shewmaker Director March 28, 1997
- --------------------------
Jack Shewmaker
/s/ Paula Stern Director March 28, 1997
- --------------------------
Paula Stern
/s/ John T. Walton Director March 28, 1997
- --------------------------
John T. Walton
II-6
<PAGE>
EXHIBIT 4(C)
WAL-MART STORES, INC.
DIRECTOR COMPENSATION PLAN
PURPOSE. This Director Compensation Plan is established to allow the outside
directors of Wal-Mart Stores, Inc. Wal-Mart to participate in the ownership of
Wal-Mart through ownership of shares of the Wal-Mart common stock or deferred
stock units. In addition, the Plan is intended to allow Wal-Mart's outside
directors to defer all or a portion of their compensation for their service as
directors.
DEFINITIONS. The following words have the definitions given them below.
"AFFILIATE" means any corporation, company limited by shares, partnership,
limited liability company, business trust, other entity, or other business
association that is controlled by Wal-Mart.
"BOARD" means the board of directors of Wal-Mart.
"BUSINESS DAY" means a day on which Wal-Mart's executive offices in Bentonville,
Arkansas are open for business and on which trading is conducted on the
Exchange.
"COMMON STOCK" means the Common Stock, $0.10 par value per share, of Wal-Mart.
"COMPENSATION DATE" means the last Business Day of each calendar quarter.
"DEFERRAL ACCOUNT" means an account maintained in the Special Ledger for a
Director to which cash equivalent amounts allocable to the Director under this
Plan are credited.
"DIRECTOR" means any director of Wal-Mart who is not an employee of Wal-Mart or
an Affiliate.
"DISTRIBUTION DATE" means the date on which a Director ceases to be a director
of Wal-Mart or on which a Director becomes employed by Wal-Mart or an Affiliate
"FAIR MARKET VALUE" means, as to any particular day, the average of the highest
and lowest price quoted for a share of Common Stock trading on the New York
Stock Exchange on that day, or if no such prices were quoted for the shares of
Common Stock on the New York Stock Exchange for that day for any reason, the
average of the highest and lowest prices quoted on the last Business Day on
which prices were quoted. The highest and lowest prices for the shares of
Common Stock shall be those published in the edition of The Wall Street Journal
or any successor publication for the next Business Day.
1
<PAGE>
"FIRST COMPONENT" means the portion of the Retainer payable to a Director that
accounts for at least one-half of the Retainer and that is payable in Shares and
may be deferred by crediting Units to a Unit Account maintained for the
Director.
"INTEREST RATE" means the annual rate at which interest is deemed to accrue on
the amounts credited in a Deferral Account for a Director. The annual rate shall
be set by the Board or a committee of the Board and may be changed from time to
time as necessary to reflect prevailing interest rates.
"PLAN YEAR" means each 12-month period beginning on each January 1 and ending on
each December 31.
"RETAINER" means the amount of compensation set by the Board from time to time
as payable to a Director in each Plan Year on the terms and subject to
conditions stated in this Plan, subject to reduction for any portion thereof
that a Director elects to defer as provided in this Plan.
"SECOND COMPONENT" means the balance of the Retainer payable to a Director
(after reduction for the First Component) and that is (1) payable in cash or (2)
by crediting an amount to a Deferral Account maintained for the Director.
"SHARES" means shares of the Common Stock.
"SPECIAL LEDGER" means a record established and maintained by Wal-Mart in which
the Deferral Accounts and Units Accounts for the Directors, if any, and the
Units and/or amounts credited to the accounts are noted.
"UNIT ACCOUNT" shall mean the account maintained in the Special Ledger for a
Director to which Units allocable to the Director under this Plan are credited.
"UNIT" means a credit in a Unit Account representing one Share.
ANNUAL RETAINER. During each Plan Year in which a person is a Director during
the existence of this Plan, the Director will be eligible to receive the
Retainer payable as follows:
At least one-half of the Retainer shall be and, at the Director's option, up to
the full amount of the Retainer (defined above as the "First Component") will be
(1) payable to the Director in Shares or (2) at the Director's option, deferred
by Wal-Mart crediting Units to a Unit Account maintained for the Director as
provided in this Plan.
The balance of the Retainer (defined above as the "Second Component") shall be
(1) payable in cash or (2) at the Director's option, deferred by Wal-Mart
crediting a Deferral Account maintained for the Director as provided in this
Plan with an amount that would be otherwise payable to the Director in cash.
2
<PAGE>
The Retainer will be payable in arrears in equal quarterly installments on
each Compensation Date unless deferred as provided below. Each quarterly
installment will consist of one-fourth of the First Component and one-fourth of
the Second Component, if any, for each Director.
ELECTIONS. Each Director who was a Director during the prior Plan Year must
elect by no later than December 31 of the prior Plan Year how he or she will
receive the Retainer. Each Director who becomes a Director during a Plan Year
must elect within 30 days after becoming a Director how he or she will receive
the Retainer. Each election must be made by the Director filing an election
form with the Secretary of Wal-Mart. If a Director does not file an election
form for each Plan Year by the specified date, the Director will be deemed to
have elected to receive and defer the Retainer in the manner elected by the
Director in his or her last valid election. Any person who becomes a Director
during a Plan Year and does not file the required election within 30 days will
be deemed to have elected to receive all of the Retainer in Shares. Any
election to defer a portion of the Retainer made by a person who becomes a
Director during a Plan Year will be valid as to the portion of the Retainer
received after the election is filed with the Secretary of Wal-Mart. When an
election is made for a Plan Year, the Director may not revoke or change that
election.
THE SHARES. If a Director elects to receive Shares in payment of all or any
part of the Director's Retainer, the number of Shares to be issued on any
Compensation Date shall equal one-fourth of the amount of the Retainer to be
paid in Shares for the Plan Year divided by the Fair Market Value of a Share on
the Compensation Date. Any Shares issued under this Plan will be registered
under the Securities Act of 1933, as amended, and, so long as shares of the
Common Stock are listed for trading on the New York Stock Exchange, will be
listed for trading on the New York Stock Exchange.
THE UNITS. If a Director defers any portion of the Retainer in the form of
Units, then on each Compensation Date, Wal-Mart will credit a Unit Account
maintained for the Director with a number of Units equal to (1) one-fourth of
the dollar amount of the Retainer that the Director has elected to defer in the
form of Units for the Plan Year divided by (2) the Fair Market Value on the
Compensation Date. If the Common Stock is the subject of a stock dividend,
stock split, or a reverse stock split, the number of Units will be increased or
decreased, as the case may be, in the same proportion as the outstanding shares
of Common Stock. Wal-Mart will credit to the Director's Unit Account on the
date any dividend is paid on the Common Stock, an additional number of Units
equal to (I) the aggregate amount of the dividend that would be paid on a number
of Shares equal to the number of Units credited to the Director's Unit Account
on the date the dividend is paid divided by (II) the Fair Market Value on that
date.
DEFERRAL ACCOUNT. If a Director defers receipt of any portion of the Retainer
by having an amount credited to a Deferral Account, then on each Compensation
Date, Wal-Mart will credit to the Director's Deferral Account an amount equal to
one-fourth of the dollar amount of the Retainer deferred for the Plan Year. On
the last day of each Plan Year, Wal-Mart will also credit the Deferral Account
with interest, calculated at the Interest Rate, on the aggregate amount credited
to the Deferral Account.
3
<PAGE>
DISTRIBUTION OF THE AMOUNTS IN A UNIT ACCOUNT. After the Distribution Date for
a former Director, Wal-Mart will issue to the former Director that number of
Shares equal to the number of Units with which the former Director's Unit
Account is credited. The former Director may elect to receive all of the Shares
at one time or in up to 10 annual installments as described below. If the
Director has elected to receive all of the Shares at one time, Wal-Mart will
issue the Shares as soon as practicable after the Distribution Date.
If the former Director has elected to receive the Shares in installments, a
pro rata number of Shares will be issued for each installment plus additional
Shares equal to the Units credited to the Unit Account respecting dividends paid
on the Common Stock since the last installment was made. Wal-Mart will issue
the first installment of Shares as soon as practicable after the former
Director's Distribution Date. The remaining installments of Shares will be
issued on or about each anniversary of the Director's Distribution Date.
DISTRIBUTION OF THE AMOUNTS IN A DEFERRAL ACCOUNT. After the Distribution Date
for a former Director, Wal-Mart will pay the former Director cash equal to the
amount with which the former Director's Deferral Account is credited. The
former Director may elect to receive all of the cash at one time or in up to 10
annual installments as described below. If the former Director has elected to
receive all of the cash at one time, Wal-Mart will pay the cash to the former
Director as soon as practicable after the Distribution Date.
If the former Director has elected to be paid the cash in installments, a
pro rata portion of the amount credited to the Deferral Account on the
Distribution Date will be paid in each installment, along with the additional
amount credited to the Deferral Account as interest since the last installment
was paid. Wal-Mart will pay to the former Director the cash to be paid in the
first installment as soon as practicable after Distribution Date. The remaining
installments of cash shall be paid on or about each anniversary of the
Director's Distribution Date.
CONVERSION OF ACCOUNTS. At any time prior to the Distribution Date, a Director
who has a Deferral Account may convert all or any portion of the Deferral
Account into Units credited to a Unit Account. The number of Units to be
credited to the Director's Unit Account upon the conversion shall equal (1) the
amount credited to the Director's Deferral Account so converted divided by (2)
the Fair Market Value on the date of the Director's election to convert.
At any time prior to the Distribution Date, a Director who has a Unit
Account may convert all or any portion of the Unit Account into a Deferral
Account. The cash amount to be credited to the Director's Deferral Account upon
the conversion shall equal (1) the number of Units credited to his or her Unit
Account so converted multiplied by (2) the Fair Market Value on the date of the
Director's election to convert.
Any election to convert must be made on a form prescribed by Wal-Mart and
filed with its Secretary. The conversion of a Unit Account or a Deferral
Account shall be deemed to occur on the date of the Director's election.
4
<PAGE>
DISTRIBUTION IN THE EVENT OF A DIRECTOR'S DEATH. Each Director who defers any
part of the Retainer payable to him or her in any Plan Year must designate one
or more beneficiaries of the Director's Deferral Account and Unit Account, who
may be changed from time to time. The designation of a beneficiary must be made
by filing with Wal-Mart's Secretary a form prescribed by Wal-Mart. If no
designation of a beneficiary is made, any deferred benefits under this Plan will
be paid to the Director's or former Director's estate. If a Director dies while
in office or a former Director dies during the installment payment period, Wal-
Mart will issue the Shares and pay the amounts of cash that are issuable and
payable to the Director or former Director at one time as soon as practicable
after the death of the Director or the former Director.
TIMING OF ELECTION TO RECEIVE DEFERRED BENEFITS IN INSTALLMENTS. If the
Director wants the benefits distributed in installments, the election to receive
payments in installments must be on file for a period of at least 12 full months
prior to the Director ceasing to be a director of Wal-Mart. The last valid
election on file with Wal-Mart's Secretary for at least 12 full months will be
the given effect by Wal-Mart in distributing the benefits.
WITHHOLDING FOR TAXES. Wal-Mart will withhold the amount of cash and Shares
necessary to satisfy Wal-Mart's obligation to withhold federal, state, and local
income and other taxes on any benefits received by the Director, the former
Director or a beneficiary under this Plan.
NO TRANSFER OF RIGHTS UNDER THIS PLAN. A Director or former Director shall not
have the right to transfer, grant any security interest in or otherwise encumber
rights he or she may have under this Plan, any Deferral Account or any Unit
Account maintained for the Director or former Director or any interest therein.
No right or interest of a Director or a former Director in a Deferral Account or
a Unit Account shall be subject to any forced or involuntary disposition or to
any charge, liability, or obligation of the Director or former Director, whether
as the direct or indirect result of any action of the Director or former
Director or any action taken in any proceeding, including any proceeding under
any bankruptcy or other creditors' rights law. Any action attempting to effect
any transaction of that type shall be null, void, and without effect.
UNFUNDED PLAN. This Plan will be unfunded for federal tax purposes. The
Deferral Accounts and the Unit Accounts are entries in the Special Ledger only
and are merely a promise to make payments in the future. Wal-Mart's obligations
under this Plan are unsecured, general contractual obligations of Wal-Mart.
AMENDMENT AND TERMINATION OF THE PLAN. The Board or the Compensation and
Nominating Committee of the Board may amend or terminate this Plan at any time.
An amendment or the termination of this Plan will not adversely affect the right
of a Director, former Director, or Beneficiary to receive Shares issuable or
cash payable at the effective date of the amendment or termination or any rights
that a Director, former Director, or a Beneficiary has in any Deferral Account
or Unit Account at the effective date of the amendment or termination. If the
Plan is terminated, however, Wal-Mart may, at its option, accelerate the payment
of all deferred and other benefits payable under this Plan.
5
<PAGE>
GOVERNING LAW. This Plan shall be governed by the laws of the State of
Arkansas, except that any matters relating to the internal governance of Wal-
Mart shall be governed by the General Corporation Law of Delaware. Wal-Mart has
the right to interpret this Plan, and any interpretation by Wal-Mart shall be
conclusive as to the meaning of this Plan.
EFFECTIVE DATE AND TRANSITION. This Plan amends and restates in full the
Wal-Mart Stores, Inc. Directors Deferred Compensation Plan adopted on March 7,
1991 and as ratified by the stockholders of Wal-Mart on June 5, 1992. The
effective date of this amendment and restatement of that Plan shall be January
1, 1997, and the Plan became operative and in effect on the date, subject only
to the ratification of the Plan by the stockholders of Wal-Mart at Wal-Mart's
1997 annual stockholders' meeting. The Board has reserved and authorized for
issuance pursuant to the terms and conditions of this Plan 1,000,000 shares of
Common Stock.
6
<PAGE>
EXHIBIT 5(a)
[Hughes & Luce, L.L.P. Letterhead]
March 31, 1997
Wal-Mart Stores, Inc.
702 S.W. 8th Street
Bentonville, Arkansas 72716
Re: Registration Statement on Form S-8 for the Wal-Mart Stores, Inc.
Director Compensation Plan
Ladies and Gentlemen:
We have acted as special counsel to Wal-Mart Stores, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, of shares (the "Shares") of the Company's
common stock, $.10 par value per share, issuable under the Wal-Mart Stores, Inc.
Director Compensation Plan (the "Plan"). The Shares are being registered
pursuant to a registration statement on Form S-8 to be filed with the Securities
and Exchange Commission on or about March 31, 1997 (the "Registration
Statement").
In connection with this opinion, we have examined such documents and
records of the Company and such statutes, regulations and other instruments and
certificates as we have deemed necessary or advisable for the purposes of this
opinion. We have assumed that all signatures on all documents presented to us
are genuine, that all documents submitted to us as originals are accurate and
complete and that all documents submitted to us as copies are true and correct
copies of the originals thereof. We have also relied upon such certificates of
public officials, corporate agents and officers of the Company and such other
certifications with respect to the accuracy of material factual matters
contained therein which were not independently established.
Based on the foregoing, we are of the opinion that the Shares will be, if
and when issued in accordance with the terms of the Plan, validly issued, fully
paid and nonassessable, assuming the Company maintains an adequate number of
authorized but unissued shares of common stock available for such issuance, and
further assuming that the consideration actually received by the Company for the
Shares exceeds the par value thereof.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Hughes & Luce, L.L.P.
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference into the Registration
Statement (Form S-8) pertaining to the Wal-Mart Stores, Inc. Director
Compensation Plan of our reports dated March 26, 1996 with respect to the
consolidated financial statements of Wal-Mart Stores, Inc. incorporated by
reference in Annual Report (Form 10-K) for the year ended January 31, 1996, and
the related financial statement schedules included therein, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG, LLP
Tulsa, Oklahoma
March 31, 1997
