As filed with the Securities and Exchange Commission on January 21, 1998.
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 Identification No.)
Incorporation Or Organization)
702 Southwest Eighth Street
Bentonville, Arkansas 72716
(Address Of Principal Executive Offices Including Zip Code)
WAL-MART PUERTO RICO, INC., 401(k) RETIREMENT SAVINGS PLAN
(Full Title Of The Plan)
----------
Robert K. Rhoads Copy to:
702 Southwest Eighth Street P. Mitchell Woolery
Bentonville, Arkansas 72716 Polsinelli, White, Vardeman & Shalton
(Name, Address and Telephone Number, 700 W. 47th Street, Suite 1000
Including Area Code, of Agent For Kansas City, Missouri 64112-1802
Service)
501/273-4000 816/753-1000
<PAGE>
CALCULATION OF REGISTRATION
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum Amount of
Securities To Amount To Be Offering Price Aggregate Registration
Be Registered Registered<F1> Per Share Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock, 1,000,000 $40.21875<F2> $40,218,750<F2> $12,000.00
$.10 Par Value Shares
<FN>
<F1> In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the Wal-Mart Puerto Rico, Inc., 401(k)
Retirement Savings Plan (the "Plan").
<F2> Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(c), on the basis of the average of the high and low
sales price for the Common Stock as reported on the NYSE Composite Tape on
January 16, 1998.
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION *
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION *
* Information required by Part I of Form S-8 to be contained in the
Section 10(a) Prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act"), and the Note to Part I of Form S-8.
* * *
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Registrant with the
Securities and Exchange Commission are incorporated by reference in this
Registration Statement:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended January 31, 1997;
(2) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended April 30, 1997, July 31, 1997, and October 31; 1997; and
(3) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Securities and
Exchange Commission on October 26, 1971, and including any amendment or report
heretofore or hereafter filed for the purpose of updating the description of
the Registrant's Common Stock contained therein.
In addition, all documents subsequently filed by the Registrant or the Plan
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities offered hereby then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from their respective dates of filing. Any statement
contained in a document incorporated by reference shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained in any other subsequently filed incorporated document
modifies or supersedes such statement. Any such 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.
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 cor-
poration may indemnify a director, officer, employee, or agent of the corpora-
tion 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
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 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
<PAGE>
ITEM 8. EXHIBITS
Exhibit Number Description
23.1* Consent of Ernst & Young, L.L.P.
24.1* Power of Attorney (included on Page 7 of this
Registration Statement)
________________
* Filed herewith.
The opinion of counsel contemplated by Item 601(b)(5)(i) of Regulation S-K
is not being filed because the shares of Common Stock being registered are not
original issue shares. In lieu of the opinion of counsel or determination
letter contemplated by Item 601(b)(5)(ii) of Regulation S-K, the Registrant
hereby undertakes to submit the Plan, and any amendment thereto, to the Puerto
Rico Treasury Department (the "Department") in a timely manner, and that
it will make all changes required by the Department in order to qualify the
Plan under Section 1165(e) of the Puerto Rico Internal Revenue Code.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, 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 this 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 this Regis-
tration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;
provided, however, that the undertakings set forth in Paragraphs (a)(1)(i) and
(a)(1)(ii) above 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 Section 15(d) of the Exchange
Act that are incorporated by reference in this 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 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.
(b) The undersigned Registrant hereby further 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 Section 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 for liabilities arising under the
Securities Act 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
Securities 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
Securities Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirement 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
the 19th day of January, 1998.
WAL-MART STORES, INC.
By: /s/ David D. Glass
David D. Glass, President
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints S. Robson Walton, David D. Glass, and
John B. Menzer, 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 attorneys-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:
SIGNATURE TITLE DATE
/s/ S. Robson Walton Chairman of the Board January 19, 1998
S. Robson Walton and Director
/s/ David D. Glass President, Chief Executive January 19, 1998
David D. Glass Officer, and Director
(Principal Executive Officer)
/s/ Donald G. Soderquist Vice Chairman, Chief January 19, 1998
Donald G. Soderquist Operating Officer, and
Director
<PAGE>
/s/ Paul R. Carter Executive Vice President, January 19, 1998
Paul R. Carter President, Wal-Mart Realty,
and Director
/s/ John B. Menzer Executive Vice President January 19, 1998
John B. Menzer and Chief Financial Officer
(Principal Financial Officer)
/s/ James A. Walker, Jr. Senior Vice President and January 19, 1998
James A. Walker, Jr. Controller
(Principal Accounting Officer)
/s/ Jeronimo Arango Director January 19, 1998
Jeronimo Arango
/s/ John A. Cooper, Jr. Director January 19, 1998
John A. Cooper, Jr.
/s/ Stephen Friedman Director January 19, 1998
Stephen Friedman
/s/ Stanley C. Gault Director January 19, 1998
Stanley C. Gault
/s/ Frederick S. Humphries Director January 19, 1998
Frederick S. Humphries
/s/ E. Stanley Kroenke Director January 19, 1998
E. Stanley Kroenke
/s/ Elizabeth A. Sanders Director January 19, 1998
Elizabeth A. Sanders
/s/ Jack C. Shewmaker Director January 19, 1998
Jack C. Shewmaker
/s/ Paula Stern Director January 19, 1998
Paula Stern
/s/ John T. Walton Director January 19, 1998
John T. Walton
<PAGE>
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the Plan 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 the 19th day of January, 1998.
WAL-MART PUERTO RICO, INC.
401(k) PLAN
By: /s/ Debbie Davis-Campbell
Debbie Davis-Campbell
Administrative Committee
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Wal-Mart Puerto Rico, Inc. 401(k)
Retirement Savings Plan of our report dated March 21, 1997, 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, 1997, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Tulsa, Oklahoma
January 20, 1998
