<PAGE>
As filed with the Securities and Exchange Commission on April __, 1998
Registration No. 333-______
================================================================================
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, and telephone number,
including area code, of agent for service)
--------------
COPIES TO:
DUDLEY W. MURREY
Hughes & Luce, L.L.P.
1717 Main Street, Suite 2800
Dallas, Texas 75201
(214) 939-5500
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION
STATEMENT.
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, 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, please 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, 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: [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=============================================================================================================
TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED/1/ PER SHARE/1/ OFFERING PRICE/2/ FEE
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities $750,000,000 100% $750,000,000 $258,620.69
=============================================================================================================
</TABLE>
(1) Pursuant to Rule 429 under the Securities Act of 1933, this Registration
Statement contains a combined prospectus that relates in part to
$250,000,000 of debt securities of the Registrant being carried forward from
and that were registered pursuant to the Registrant's Registration Statement
on Form S-3, Registration No. 33-53125. The amount of the filing fee
associated with those Debt Securities and that was paid with that
registration statement was $86,206.90.
(2) Estimated solely for the purpose of calculating the registration fee.
--------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
NOTE
The prospectus contained in this Registration Statement is a combined
prospectus as contemplated by Rule 429 under the Securities Act of 1933. That
prospectus will be used in connection with the offer and sale of up to an
aggregate of $250,000,000 in principal amount of the Registrant's debt
securities registered pursuant to the Registrant's Registration Statement on
Form S-3, Registration No. 33-53125, and the offer and sale of up to an
aggregate of $750,000,000 in principal amount of the Registrant's debt
securities being registered pursuant to this Registration Statement.
Consequently, the prospectus contained in this Registration Statement reflects
the fact that, in accordance with Rule 429 under the Securities Act of 1933, the
Registrant will offer up to an aggregate of $1,000,000,000 in principal amount
of the Registrant's debt securities by means of the prospectus contained in this
Registration Statement.
<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS
DATED APRIL 30, 1998
WAL-MART STORES, INC.
DEBT SECURITIES
Wal-Mart Stores, Inc. ("Wal-Mart" or the "Company") may from time to
time offer its debt securities ("Debt Securities") up to an aggregate initial
offering price not to exceed $1,000,000,000 (or the equivalent in foreign
denominated currency or units based on or relating to currencies), in separate
series, in amounts and at prices and on terms to be determined at the time of
the sale. The Debt Securities may be denominated in U.S. dollars or in any
other currency, currency units or composite currencies as may be designated by
the Company.
The designation, aggregate principal amount, maturity date, public
offering price, interest rate or rates (which may be fixed or variable) or the
method by which such rate or rates are determined and timing of payments of
interest, if any, provision for redemption, sinking fund requirements, if any,
any other variable terms and the method of distribution in connection with the
offering of Debt Securities in respect of which this Prospectus is being
delivered, will be set forth in a Prospectus Supplement relating thereto. The
Prospectus Supplement will contain information, where applicable, relating to
certain United States federal income taxes relating to, and any listing on a
securities exchange of, the Debt Securities covered by such Prospectus
Supplement.
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF SECURITIES
UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
-----------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE
-----------------------
The Company may sell Debt Securities to or through underwriters or
groups of underwriters or dealers, and also may sell Debt Securities to one or
more other purchasers, directly or through agents. See "Plan of Distribution."
The Prospectus Supplement relating to each offering of Debt Securities will set
forth the names of any underwriters, dealers or agents involved in the sale of
any Debt Securities offered thereunder, the principal amounts to be purchased by
those underwriters and any compensation to be paid to those underwriters,
dealers or agents.
-----------------------
The date of this Prospectus is ________, 1998.
[Red Herring Legend]
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF, THESE
SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL PRIOR TO REGISTRATION, QUALIFICATION OR FILING UNDER THE SECURITIES
LAWS OF ANY SUCH JURISDICTION.
<PAGE>
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY UNDERWRITER, DEALER OR AGENT. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE
AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF.
AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements, information statements,
and other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements, information statements and other
information may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549 and at the Commission's Regional Offices at Seven World Trade Center,
13th Floor, New York, New York 10048; and at Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material may be
obtained at prescribed rates from the Public Reference Room of the Commission at
its principal office in Washington, D.C. The Commission maintains a site on the
World Wide Web that contains documents filed electronically with the Commission.
The address of the Commission's web site is http://www.sec.gov, and the
materials filed electronically by the Company may be inspected at such site. In
addition, the materials filed by the Company at the New York Stock Exchange may
be inspected at the Exchange's offices, 20 Broad Street, New York, New York
10005 and the Pacific Stock Exchange, 301 Pine Street, San Francisco, California
94104.
The Company has filed a Registration Statement on Form S-3 (together
with all amendments and exhibits, referred to as the "Registration Statement")
with the Commission under the Securities Act of 1933, as amended (the
"Securities Act"), concerning the Debt Securities. This Prospectus, which
constitutes a part of the Registration Statement, omits certain of the
information contained in the Registration Statement and the exhibits thereto.
Statements contained in this Prospectus, or in any document incorporated by
reference herein, as to the contents of any document are summaries of such
documents and are not necessarily complete, and in each instance reference is
made to the copy of such document filed as an exhibit to the Registration
Statement or such other document, each such statement being hereby qualified in
all respects by such reference. The Registration Statement, including the
exhibits thereto, is on file at the offices of the Commission and may be
inspected and copied as described above.
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<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 1-6991)
pursuant to the Exchange Act are incorporated herein by reference: The Company's
Annual Report on Form 10-K for the fiscal year ended January 31, 1998.
All documents and reports filed by the Company pursuant to Sections
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 the offering relating to this
Prospectus will be deemed to be incorporated by reference into this Prospectus
and to be a part hereof from the dates of filing of such documents or reports.
Any statement contained herein or in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of the Registration
Statement and this Prospectus to the extent that a statement contained herein or
in any subsequently filed document which also is incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of the Registration
Statement or this Prospectus except as that statement is so modified or
superseded.
This Prospectus incorporates documents by reference which are not
presented herein or delivered herewith. Such documents (other than exhibits to
such documents, unless such exhibits are specifically incorporated by reference)
are available, without charge, to any person to whom this Prospectus is
delivered, upon written or oral request 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>
THE COMPANY
The Company is the world's largest retailer as measured by total
revenues. It is principally engaged in the operation of mass merchandising
stores that serve its customers primarily through the operation of three
segments. The Wal-Mart Stores segment includes the Company's discount stores and
Supercenters in the United States. The Sam's Clubs segment includes the
warehouse membership clubs in the United States. The international segment of
the Company's business includes all of the Company's operations in Argentina,
Brazil, Canada, China, Germany, Mexico and Puerto Rico. At January 31, 1998, the
Company operated 1,921 discount stores, 441 Supercenters, and 443 Sam's Clubs in
the United States, and it had operations in all 50 states. At that date, the
Company also operated nine units in Argentina, eight units in Brazil, 144 units
in Canada, three units in China, 21 units in Germany, 402 units in Mexico and 14
units in Puerto Rico. The units operated by the Company's international segment
represent a variety of retail formats. The Company maintains its principal
offices at 702 S.W. Eighth Street, Bentonville, Arkansas 72716. Its telephone
number there is (501) 273-4000.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of the Company's earnings to
fixed charges for the periods indicated:
<TABLE>
<CAPTION>
YEAR ENDED JANUARY 31,
- --------------------------------------------------------------------------------
1994 1995 1996 1997 1998
- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
5.16X 4.62X 4.15X 4.59X 5.33X
</TABLE>
For the purpose of computing the ratios of earnings to fixed charges,
"earnings" consists of earnings before income taxes and fixed charges (excluding
capitalized interest). "Fixed charges" consists of interest, capitalized
interest and the portion of rentals for real and personal property deemed
representative of the interest factor. The ratios of earnings to fixed charges
and preferred stock dividends are not disclosed as the Company has no shares of
preferred stock outstanding.
USE OF PROCEEDS
Except as otherwise provided in an applicable Prospectus Supplement,
the net proceeds from the sale of the Debt Securities will be used (i) to repay
short-term borrowings incurred for the acquisition of land and the construction
of stores and other facilities, and (ii) to meet other general working capital
requirements. Pending such application, such net proceeds may be invested in
short-term marketable securities. Specific information about the use of proceeds
from the sale of Debt Securities will be set forth in the applicable Prospectus
Supplement. The Company may from time to time incur additional indebtedness
other than through the offering of Debt Securities pursuant to this Prospectus.
DESCRIPTION OF THE DEBT SECURITIES
The Debt Securities are to be issued under an Indenture, dated as of
April 1 1991, as supplemented by a Supplemental Indenture dated as of September
9, 1992 (together, the "Indenture"), between the Company and The First National
Bank of Chicago, as Trustee (the "Trustee"). A copy of such Indenture is filed
as an exhibit to the Registration Statement. The following statements relating
to the Debt Securities and the Indenture are summaries of provisions contained
therein and do not purport to be complete. The provisions of the Indenture
referred to in the following summaries, whether to Articles or Sections or
defined terms, are incorporated herein by reference and the summaries are
qualified in their entirety thereby. Capitalized terms not otherwise defined
herein shall have the respective meanings given to them in the Indenture.
Section numbers set forth below refer to provisions of the Indenture.
3
<PAGE>
The following sets forth certain general terms and provisions of the
Debt Securities offered hereby. The particular terms of the Debt Securities
offered by any Prospectus Supplement will be described in such Prospectus
Supplement relating to the Debt Securities offered thereby.
GENERAL
The Debt Securities will be unsecured obligations of the Company and
will rank on a parity with all other unsecured and unsubordinated debt of the
Company.
The Indenture does not limit the amount of Debt Securities that may be
issued thereunder and provides that Debt Securities may be issued thereunder
from time to time in one or more series. The Prospectus Supplement will describe
the following terms of each series of Debt Securities: (1) the title of the Debt
Securities; (2) the aggregate principal amount of the Debt Securities; (3) the
date or dates on which the Debt Securities will mature; (4) the percentage of
the principal amount at which such Debt Securities will be issued and, if other
than the principal amount thereof, the portion of the principal amount thereof
payable upon declaration of acceleration of the maturity thereof, or the method
by which any such portion will be determined; (5) the rate or rates (which may
be fixed or variable) per annum at which the Debt Securities will bear interest,
if any, and the date or dates from which such interest, if any, will accrue and
the dates on which such interest, if any, on the Debt Securities will be payable
and the record dates with respect to such interest payment dates; (6) the place
or places where the principal of and premium, if any, and interest on the Debt
Securities will be payable; (7) the period or periods within which, the price or
prices at which and the terms and conditions upon which the Debt Securities may
be redeemed, in whole or in part, at the option of the Company; (8) the
obligation, if any, of the Company to redeem or purchase the Debt Securities
pursuant to any sinking fund or analogous provisions or at the option of a
holder thereof and the period or periods within which, the price or prices at
which and the terms and conditions upon which Debt Securities shall be redeemed
or purchased, in whole or in part, pursuant to such obligation; (9) if other
than denominations of $1,000 and any integral multiple thereof, the
denominations (which may include other currencies or units based on, or relating
to, currencies) in which the Debt Securities will be issuable; (10) the currency
of payment of principal of and premium, if any, and interest on, the Debt
Securities; (11) any index, formula or other method (which index, formula or
method may, without limitation, be based on one or more currencies, currency
units, composite currencies, commodities, equity indices or other indices) used
to determine the amount of payment of principal of, premium, if any, and
interest on, the Debt Securities and the manner in which such amounts shall be
determined; (12) if other than the principal amount thereof, the portion of the
principal amount of the Debt Securities which will be payable upon the
declaration of acceleration of the maturity thereof; (13) whether the Company or
a holder may elect payment of the principal of, premium, if any, or interest on,
such Debt Securities in a currency, currencies, currency unit or units or
composite currency other than that in which such Debt Securities are stated to
be payable, and the period or periods within which, and the terms and conditions
upon which, such election may be made, and the time and manner of determining
the exchange rate between the coin or currency, currencies, currency unit or
units or composite currency in which such Debt Securities are denominated or
stated to be payable and the coin or currency, currencies, currency unit or
units or composite currency in which Debt Securities are to be payable; (14)
whether such Debt Securities will be issued in certificated or book-entry form;
(15) the applicability, if any, of the defeasance provisions described herein,
or any modification thereof; and (16) any other specific terms of such Debt
Securities.
If any series of Debt Securities are sold for, or are payable in, or
denominated in, one or more foreign currencies, currency units or composite
currencies, applicable restrictions, elections, tax consequences, specific terms
and other information with respect to such series of Debt Securities and such
currencies, currencies units or composite currencies shall be set forth in the
Prospectus Supplement relating thereto.
The Debt Securities may be issued as Original Issue Discount
Securities (bearing no interest or interest at a rate which at the time of
issuance is below market rates) to be offered and sold at a substantial discount
below their stated principal amount. Federal income tax consequences and other
special considerations applicable to any such Original Issue Discount Securities
will be described in the Prospectus Supplement relating thereto.
4
<PAGE>
CERTAIN COVENANTS OF THE COMPANY
The covenants contained in the Indenture and any series of Debt
Securities would not necessarily afford holders of the Debt Securities
protection in the event of a highly leveraged or other transaction involving the
Company that may adversely affect holders.
Restrictions on Liens. The Indenture provides that the Company will
not, and will not permit any subsidiary to issue, assume or guarantee any debt
for money borrowed (herein referred to as "Debt") if such Debt is secured by any
mortgage, deed of trust, security interest, pledge, lien or other encumbrance
(herein referred to as a "mortgage") upon any Operating Property (as defined) of
the Company or of any subsidiary or any shares of stock or indebtedness of any
subsidiary, whether owned at the date of the Indenture or thereafter acquired,
without effectively securing the Debt Securities equally and ratably with such
Debt. The foregoing restriction does not apply to (i) mortgages on any property
acquired, constructed or improved by the Company or any subsidiary after January
31, 1991, which are created or assumed within 60 months after such acquisition,
or completion of such construction or improvement (or within six months
thereafter pursuant to a firm commitment for financing arrangement entered into
within such 60-month period) to secure or provide for the payment of the
purchase price or cost thereof, or mortgages existing on any property at the
time of its acquisition; (ii) mortgages existing on any property acquired from a
corporation merged with or into the Company or a subsidiary; (iii) mortgages on
property of any corporation existing at the time it becomes a subsidiary; (iv)
mortgages to secure Debt of a subsidiary to the Company or to another
subsidiary; (v) mortgages in favor of governmental bodies to secure partial
progress, advance or other payments pursuant to any contract or statute or to
secure indebtedness incurred to finance the purchase price or cost of
constructing or improving the property subject to such mortgages; or (vi)
mortgages for extending, renewing or replacing Debt secured by any mortgage
referred to in the foregoing clauses (i) to (v), inclusive, or in this clause
(vi) or any mortgages existing on January 31, 1991. Such restriction does not
apply to the issuance, assumption or guarantee by the Company or any subsidiary
of Debt secured by a mortgage which would otherwise be subject to the foregoing
restrictions up to an aggregate amount which, together with all other secured
Debt of the Company and its subsidiaries (not including secured Debt permitted
under the foregoing exceptions) and the Value (as defined) of Sale and Lease-
back Transactions (as defined) existing at such time (other than Sale and Lease-
back Transactions the proceeds of which have been applied to the retirement of
certain long-term indebtedness or to the purchase of other Operating Property,
and other than Sale and Lease-back Transactions in which the property involved
would have been permitted to be mortgaged under clause (i) above), does not
exceed the greater of 10% of Consolidated Net Tangible Assets (as defined) or
15% of Consolidated Capitalization (as defined) (Section 3.03).
Restrictions on Sale and Lease-back Transactions. Sale and Lease-back
Transactions by the Company or any subsidiary of any Operating Property are
prohibited (except for temporary leases for a term, including renewals, of not
more than 48 months and except for leases between the Company and a subsidiary
or between subsidiaries) unless the net proceeds of such Sale and Lease-back
Transaction are at least equal to the sum of all costs incurred by the Company
in connection with the acquisition of, and construction of any improvement on,
the Operating Property to be leased and either (a) the Company or such
subsidiary would be entitled to incur Debt secured by a mortgage on the property
to be leased without securing the Debt Securities pursuant to clause (i) under
"Restrictions on Liens" or (b) the Value thereof would be an amount permitted
under the last sentence under "Restrictions on Liens" or (c) the Company applies
an amount equal to the sum of all costs incurred by the Company in connection
with the acquisition of, and the construction of any improvements on, such
property (i) to the payment or other retirement of certain long-term
indebtedness of the Company or a subsidiary or (ii) to the purchase of Operating
Property (other than that involved in such Sale and Lease-back Transaction)
(Section 3.04).
Definitions (Section 1.01). The term "Consolidated Capitalization" is
defined to mean the total of all the assets appearing on the Consolidated
Balance Sheets of the Company and its subsidiaries, less the following: (1)
current liabilities; and (2) deferred income taxes.
The term "Consolidated Net Tangible Assets" is defined to mean the
total of all the assets appearing on the Consolidated Balance Sheets of the
Company and its subsidiaries less the following: (1) current liabilities; (2)
reserves for depreciation and other asset valuation reserves; (3) intangible
assets such as goodwill, trademarks,
5
<PAGE>
trade names, patents, and unamortized debt discount and expense; and (4)
appropriate adjustments on account of minority interests of other persons
holding stock in any majority-owned subsidiary of the Company.
The term "Operating Property" is defined to mean any manufacturing or
processing plant, office facility, retail store, wholesale club, Supercenter,
hypermart, warehouse, distribution center or equipment located within the United
States of America or its territories or possessions and owned and operated now
or hereafter by the Company or any subsidiary and having a book value on the
date as of which the determination is being made of more than .60% of
Consolidated Net Tangible Assets; provided, however, that separate items of
equipment with an aggregate book value in excess of $200,000,000 that are
secured pursuant to the same financing transaction shall constitute one
"Operating Property."
The term "Sale and Lease-back Transaction" shall mean any arrangement
with any person providing for the leasing to the Company or any subsidiary of
any Operating Property (except for temporary leases for a term, including any
renewal thereof, of not more than 48 months and except for leases between the
Company and a subsidiary or between subsidiaries), which Operating Property has
been or is to be sold or transferred by the Company or such subsidiary to such
person.
The term "Value" is defined to mean, with respect to a Sale and Lease-
back Transaction, as of any particular time, the amount equal to the greater of
(1) the net proceeds from the sale or transfer of the property leased pursuant
to such Sale and Lease-back Transaction or (2) the sum of all costs of the
Company incurred in connection with the acquisition of such property and the
construction of any improvements thereon, as determined in good faith by the
Company at the time of entering into such Sale and Lease-back Transaction, in
either case multiplied by a fraction, the numerator of which shall be equal to
the number of full years of the term of the lease remaining at the time of
determination and the denominator of which shall be equal to the number of full
years of such term, without regard to any renewal or extension options contained
in the lease.
EVENTS OF DEFAULT, NOTICE AND WAIVER
An Event of Default with respect to any series of Debt Securities is
defined in the Indenture as a default in payment of principal or premium, if
any, at maturity; a default for 30 days in payment of any interest; a failure by
the Company for 60 days after notice to perform any other of the covenants or
agreements in the Indenture; a default in the payment of any indebtedness of the
Company or acceleration of any such indebtedness under the terms of the
instrument under which such indebtedness is issued, if such default in payment
is not cured or such acceleration is not annulled within 10 days after written
notice; certain events in bankruptcy, insolvency or reorganization of the
Company; or any other Event of Default provided with respect to any series of
Debt Securities (Section 5.01).
The Indenture provides that if an Event of Default shall have occurred
and be continuing with respect to any series of Debt Securities and be
continuing, either the Trustee or the holders of 25% in principal amount then
outstanding of the Debt Securities of that series may declare the principal of
all the Debt Securities to be due and payable immediately, but upon certain
conditions such declaration may be annulled and past defaults (except, unless
theretofore cured, a default in payment of principal or interest on the Debt
Securities) may be waived by the holders of a majority in principal amount then
outstanding of the Debt Securities of that series (Sections 5.01 and 5.06).
The Indenture requires the Company to file annually with the Trustee a
certificate either stating the absence of any default or specifying any default
that exists (Section 3.09). The Indenture provides that the Trustee shall,
within 90 days after the occurrence of a default with respect to the Debt
Securities of any series, give to the holders of the Debt Securities of that
series notice of all uncured defaults known to it; provided that, except in the
case of default in the payment of principal and premium, if any, or interest on
any of the Debt Securities of such series, the Trustee shall be protected in
withholding such notice if the Trustee in good faith determines that the
withholding of such notice is in the interest of the holders of the Debt
Securities of such series. The term "default" for the purpose of this provision
only shall mean the occurrence of any of the Events of Default specified above
excluding any grace periods (Section 5.07).
6
<PAGE>
The Indenture contains a provision entitling the Trustee, subject to
the duty of the Trustee during a default to act with the required standard of
care, to be indemnified by the holders of the Debt Securities of any series
before proceeding to exercise any right or power under the Indenture at the
request of such holders (Section 6.02). The Indenture provides that the holders
of a majority in principal amount of each series of outstanding Debt Securities
may direct, with regard to such series, the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee, provided that the Trustee may decline to act
if such direction is contrary to law or if the Trustee determines in good faith
that the proceeding so directed would be illegal or would involve it in personal
liability (Section 5.06).
MODIFICATION OF THE INDENTURE
The Company and the Trustee, with the consent of the holders of not
less than 66 2/3% in aggregate principal amount of each series of the Debt
Securities at the time outstanding affected thereby, may execute supplemental
indentures amending, changing or eliminating the provisions of the Indenture or
of any supplemental indenture or modifying in any manner the rights of the
holders of such Debt Securities; provided that no such supplemental indenture
shall (i) extend the fixed maturity of any Debt Securities or reduce the rate or
extend the time of payment of interest thereon, or reduce the principal amount
thereof, or reduce any premium payable upon the redemption thereof, without the
consent of the holder of each Debt Securities so affected or (ii) reduce the
aforesaid percentage of Debt Securities, the holders of which are required to
consent to any such supplemental indenture, without the consent of the holders
of all the affected Debt Securities then outstanding (Section 9.02). Under
certain circumstances, the holders of a majority in aggregate principal amount
of each series of Debt Securities may waive all defaults and rescind and annul a
declaration that such series of Debt Securities have become due and payable and
the consequences of such a declaration (Section 5.01).
DEFEASANCE OF OFFERED DEBT SECURITIES IN CERTAIN CIRCUMSTANCES
The Indenture provides that the Board of Directors of the Company may
provide by resolution that the Company will be discharged from any and all
obligations in respect of the Debt Securities of any series upon the deposit
with the Trustee, in trust, of money and/or obligations of, or obligations the
principal and interest on which are fully guaranteed by, the United States of
America, which through the payment of interest and principal thereof in
accordance with their terms will provide money in an amount sufficient to pay
any installment of principal and interest on the Debt Securities of such series
on the stated maturity of such payments in accordance with the terms of the
Indenture and such Debt Securities. Such discharge may only occur if the
Company has received from, or there has been published by, the United States
Internal Revenue Service a ruling to the effect that such a discharge will not
be deemed, or result in, a taxable event with respect to holders of the Debt
Securities of such series (Section 11.05).
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in
the form of one or more global securities (the "Global Securities") that will be
deposited with, or on behalf of, a depositary identified in the applicable
Prospectus Supplement relating to such series. The Global Securities may be
issued in either registered or bearer form and in either temporary or permanent
form. The specified terms of the depositary arrangement with respect to a series
of Debt Securities will be described in the applicable Prospectus Supplement
relating to such series.
CONCERNING THE TRUSTEE
The First National Bank of Chicago, a national banking association
with its principal offices in Chicago, Illinois, is the Trustee under the
Indenture and will also serve as Paying Agent and Registrar. The Trustee also
serves as trustee under an indenture dated as of December 1, 1986 covering
secured bonds issued in the aggregate principal amount of $137,082,000 by the
owner-trustees of approximately 24 Sam's Clubs store properties which are leased
to the Company. The Company has issued notes in the aggregate principal amount
of $1,000,000,000
7
<PAGE>
under the Indenture as originally executed and, as of the date of this
Prospectus, $4,750,000,000 under the Indenture as supplemented. First Chicago
Leasing Corporation, an affiliate of the Trustee, established a business trust
which purchased 15 Wal-Mart discount department stores for $53,661,785 and
leased the stores back to the Company for an initial term of 20 years in a
transaction which was consummated on December 22, 1992. It is probable that the
Company will also maintain banking relationships in the ordinary course of
business with the Trustee.
CERTAIN INCOME TAX CONSIDERATIONS
The applicable Prospectus Supplement will describe the principal
United States federal income tax considerations applicable to a United States
Investor of acquiring, owning and disposing of Debt Securities, including any
such considerations relating to (a) principal (and premium, if any) and interest
payable with respect to the Debt Securities, in a currency other than the United
States dollar, (b) the issuance of Debt Securities with "original issue
discount" (as defined for United States federal income tax purposes), if
applicable, and (c) the inclusion of any special terms in Debt Securities that
may have a material effect for United States federal income tax purposes.
PLAN OF DISTRIBUTION
GENERAL
The Company may sell the Debt Securities being offered hereby: (i)
directly to purchasers; (ii) through agents; (iii) through dealers; (iv) through
underwriters; or (v) through a combination of any such methods of sale.
The distribution of the Debt Securities may be effected from time to
time in one or more transactions either: (i) at a fixed price or prices which
may be changed; (ii) at market prices prevailing at the time of sale; (iii) at
prices related to such prevailing market prices; or (iv) at negotiated prices.
Offers to purchase Debt Securities may be solicited directly by the
Company. Offers to purchase Debt Securities may also be solicited by agents
designated by the Company from time to time. Any such agent, who may be deemed
to be an "underwriter" as that term is defined in the Debt Securities Act,
involved in the offer or sale of the Debt Securities in respect of which this
Prospectus is delivered will be named, and any commissions payable by the
Company to such agent will be set forth, in the Prospectus Supplement.
If a dealer is utilized in the sale of the Debt Securities in respect
of which this Prospectus is delivered, the Company will sell such Debt
Securities to the dealer, as principal. The dealer, who may be deemed to be an
"underwriter" as that term is defined in the Debt Securities Act may then resell
such Debt Securities to the public at varying prices to be determined by such
dealer at the time of resale.
If an underwriter or underwriters are utilized in the sales, the
Company will execute an underwriting agreement with such underwriters at the
time of sale of them and the name of the underwriters will be set forth in the
Prospectus Supplement, which will be used by the underwriters to make resales of
the Debt Securities in respect of which this Prospectus is delivered to the
public.
Underwriters, dealers, agents and other persons may be entitled, under
agreements that may be entered into with the Company, to indemnification by the
Company against certain civil liabilities, including liabilities under the
Securities Act.
DELAYED DELIVERY ARRANGEMENTS
If so indicated in the Prospectus Supplement, the Company will
authorize underwriters, dealers or other persons to solicit offers by certain
institutions to purchase Debt Securities pursuant to contracts providing for
payment and delivery on a future date or dates. Institutions with which such
contracts may be made include commercial and savings banks, insurance companies,
pension funds, investment companies, educational and
8
<PAGE>
charitable institutions and others, but in all cases such institutions must be
approved by the Company. The obligations of any purchaser under any such
contract will not be subject to any conditions that (a) the purchase of the Debt
Securities shall not at the time of delivery be prohibited under the laws of the
jurisdiction to which such purchaser is subject and (b) if the Debt Securities
are also being sold to underwriters, the Company shall have sold to such
underwriters the Debt Securities not sold for delayed delivery. The
underwriters, dealers and such other persons will not have any responsibility in
respect to the validity or performance of such contracts.
LEGAL MATTERS
The legality of the Debt Securities offered hereby will be passed upon
for the Company by Hughes & Luce, L.L.P.
EXPERTS
The consolidated financial statements of Wal-Mart Stores, Inc. and
subsidiaries incorporated by reference in the Company's Annual Report on Form
10-K for the fiscal year ended January 31, 1998, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon
incorporated by reference therein and incorporated by reference herein. Such
financial statements are, and audited financial statements to be included in
subsequently filed documents will be, incorporated by reference herein in
reliance upon the reports of Ernst & Young LLP pertaining to such financial
statements (to the extent covered by consents filed with the Commission) given
upon the authority of such firm as experts in accounting and auditing.
9
<PAGE>
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus includes and incorporates by reference certain
statements that may be deemed to be "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be included under "The Company" and "Use of Proceeds" among other
places, and in certain portions of the Company's reports, proxy statements,
information statements and other information incorporated herein by reference.
Such forward-looking statements may include statements that address activities,
events or developments that the Company expects or anticipates will or may occur
in the future, including such things as future capital expenditures (including
the amount and nature thereof), expansion and other development trends of
industry segments in which the Company is active, business strategy, expansion
and growth of the Company's business and operations and other such matters.
Although the Company believes the expectations expressed in such forward-looking
statements are based on reasonable assumptions within the bounds of its
knowledge of its business, a number of factors could cause actual results to
differ materially from those expressed in any forward-looking statements,
whether oral or written, made by or on behalf of the Company. Many of these
factors have previously been identified in filings or statements made by or on
behalf of the Company.
All phases of the Company's operations are subject to influence
outside its control. Any one, or a combination, of these factors could
materially affect the results of the Company's operations. These factors include
competitive pressures, inflation, consumer debt levels, currency exchange
fluctuations, trade restrictions, changes in tariff and freight rates, interest
rate fluctuations and other capital market conditions. Forward-looking
statements made by or on behalf of the Company are based on a knowledge of its
business and the environment in which it operates, but because of the factors
listed above, actual results may differ from those in the forward-looking
statements. Consequently, all of the forward-looking statements made are
qualified by these cautionary statements and there can be no assurance that the
actual results or developments anticipated by the Company will be realized or,
even if substantially realized, that they will have the expected consequences to
or effects on the Company or its business or operations. Prospective investors
are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of their dates. The Company assumes no obligation to update
any such forward-looking statements.
10
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Available Information....................................... 1
Incorporation of Certain Documents by Reference............. 2
The Company................................................. 3
Ratio of Earnings to Fixed Charges.......................... 4
Use of Proceeds............................................. 4
Description of the Debt Securities.......................... 4
Certain Income Tax Considerations........................... 8
Plan of Distribution........................................ 8
Legal Matters............................................... 9
Experts..................................................... 9
Special Note Regarding Forward-Looking Statements........... 10
</TABLE>
11
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<CAPTION>
<S> <C> <C>
Securities and Exchange Commission registration fee $258,620.69
* Printing and engraving 5,000.00
* Legal fees and charges 10,000.00
* Trustees' fees and expenses 5,000.00
* Accounting services 4,800.00
* Miscellaneous $ 5,000.00
-----------
$288,420.69
</TABLE>
- ---------------
* Estimated.
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
expense, against certain liabilities which might arise out of their employment
and are not subject to indemnification under the By-Laws.
II-1
<PAGE>
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 OF DOCUMENT
-------- -----------------------
<S> <C>
4(a) Indenture dated as of April 1, 1991 between the Company and The
First National Bank of Chicago (incorporated herein by reference
to Exhibit 4(a) to Registration Statement on Form S-3 (File
Number 33-51344)).
4(b) First Supplemental Indenture dated September 9, 1992 to the
Indenture dated as of April 2, 1991, between the Company and The
First National Bank of Chicago (incorporated herein by reference
to Exhibit 4(b) to Registration Statement on Form S-3 (File
Number 33-61858)).
5 Opinion of Hughes & Luce, L.L.P. with respect to the legality of
the securities being registered*
12 Statement regarding computation of ratios
23.1 Consent of Ernst & Young LLP
23.2 Consent of Hughes & Luce, L.L.P. (included in Exhibit 5)*
24 Power of Attorney, included in signature pages hereto
25 Statement of Eligibility of Trustee on Form T-1*
</TABLE>
- ----------------
* To be filed by amendment or as an exhibit to a document to be incorporated
by reference herein in connection with any underwritten offering of a Security.
ITEM 17. UNDERTAKINGS.
(a) 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;
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar amount of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated offering range may be
reflected in the form of a prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
II-2
<PAGE>
and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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.
(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 the 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 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 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.
(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
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 in 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-3
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints S. Robson Walton, David D. Glass and John
B. Menzer, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her in
his or her name, place and stead, in any and all capacities, to sign any or all
amendments to this Registration Statement and additional Registration Statements
relating to the same offering, and to file the same, with all exhibits thereto,
and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said 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 in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
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-3 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 April 30, 1998.
DATE: April 30, 1998 WAL-MART STORES, INC.
By: /s/ DAVID D. GLASS
----------------------------
David D. Glass
President and Chief
Executive Officer
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.
/s/ S. ROBSON WALTON
DATE: April 30, 1998 ----------------------------
S. Robson Walton
Chairman of the Board
/s/ DAVID D. GLASS
DATE: April 30, 1998 ----------------------------
David D. Glass
President and Chief Executive
Officer
/s/ DONALD G. SODERQUIST
DATE: April 30, 1998 ----------------------------
Donald G. Soderquist
Vice Chairman, Chief
Operating Officer
and Director
/s/ PAUL R. CARTER
DATE: April 30, 1998 ----------------------------
Paul R. Carter
Executive Vice President and
President - Wal-Mart Realty
Company and Director
/s/ JOHN B. MENZER
DATE: April 30, 1998 ----------------------------
John B. Menzer
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/ JAMES A. WALKER, JR.
DATE: April 30, 1998 ----------------------------
James A. Walker, Jr.
Senior Vice President and
Controller
(Principal Financial Officer)
II-5
<PAGE>
/s/ JERONIMO ARANGO ARIAS
DATE: April 30, 1998 ----------------------------
Jeronimo Arango Arias
Director
/s/ JOHN A. COOPER, JR.
DATE: April 30, 1998 ----------------------------
John A. Cooper, Jr.
Director
/s/ STEPHEN FRIEDMAN
DATE: April 30, 1998 ----------------------------
Stephen Friedman
Director
/s/ STANLEY C. GAULT
DATE: April 30, 1998 ----------------------------
Stanley C. Gault
Director
/s/ FREDERICK S. HUMPHRIES
DATE: April 30, 1998 ----------------------------
Frederick S. Humphries
Director
/s/ E. STANLEY KROENKE
DATE: April 30, 1998 ----------------------------
E. Stanley Kroenke
Director
/s/ ELIZABETH A. SANDERS
DATE: April 30, 1998 ----------------------------
Elizabeth A. Sanders
Director
/s/ JACK C. SHEWMAKER
DATE: April 30, 1998 ----------------------------
Jack C. Shewmaker
Director
/s/ PAULA STERN
DATE: April 30, 1998 ----------------------------
Paula Stern
Director
DATE: April 30, 1998 ----------------------------
John T. Walton
Director
II-6
<PAGE>
Exhibit 12
Statement Regarding Computation of Ratios of Earnings to Fixed Charges
<TABLE>
<CAPTION>
Fiscal years ended
----------------------------------------------------
1994 1995 1996 1997 1998
----------------------------------------------------
<S> <C> <C> <C> <C> <C>
Income before income taxes 3,695 4,258 4,359 4,877 5,719
Capitalized interest (65) (70) (50) (44) (33)
Minority interest (4) 4 (13) (27) (78)
Adjusted profit before tax 3,626 4,192 4,296 4,806 5,608
Fixed Charges
Debt Interest 331 520 692 629 555
Capital lease interest 186 186 196 216 229
Capitalized interest 65 70 50 44 33
Interest component of rent 289 383 425 449 477
Total fixed expense 871 1,159 1,363 1,338 1,294
Profit before faxes and fixed expenses 4,497 5,351 5,659 6,144 6,902
FIXED CHARGE COVERAGE 5.16 4.62 4.15 4.59 5.33
Operating rent expense 361 479 531 561 596
Interest portion ratio 80% 80% 80% 80% 80%
Interest portion of rents 289 383 425 449 477
</TABLE>
<PAGE>
Exhibit 23.1
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 $750,000,000 of debt securities of Wal-Mart Stores,
Inc. and to the incorporation by reference therein of our report dated March 24,
1998, 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, 1998, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Tulsa, Oklahoma
April 30, 1998
