<PAGE>
As filed with the Securities and Exchange Commission on June 16, 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)
--------------
Copies to:
ROBERT K. RHOADS DUDLEY W. MURREY
Wal-Mart Stores, Inc. Hughes & Luce, L.L.P.
702 S.W. Eighth Street 1717 Main Street, Suite 2800
Bentonville, Arkansas 72716 Dallas, Texas 75201
(501) 273-4000 (214) 939-5500
(Name, address, and telephone number,
including area code, of agent for service)
--------------
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: [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================
TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE/1/ OFFERING PRICE/1/ FEE
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 14,710,000 shares $57.6875 $848,583,125 $250,332
par value $0.10 per share
================================================================================================
</TABLE>
(1) 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, Inc. on June 15, 1998, in
accordance with Rule 457(c) promulgated under the Securities Act of 1933, as
amended.
---------------
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.
[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>
SUBJECT TO COMPLETION, DATED JUNE 16, 1998
WAL-MART STORES, INC.
14,710,000 SHARES OF COMMON STOCK
This Prospectus relates to 14,710,000 shares (the "Shares") of Common
Stock, par value $0.10 per share ("Common Stock"), of Wal-Mart Stores, Inc.
("Wal-Mart" or the "Company"), which may be offered by the selling stockholders
named herein or their respective distributes, pledgees, donees, transferees or
other successors in interest (the "Selling Stockholders") from time to time.
The Company will receive no part of the proceeds from sales of the Shares
offered hereby.
Shares of the Common Stock are listed on the New York Stock Exchange
(the "NYSE") and the Pacific Stock Exchange ("PSE") under the trading symbol
"WMT." On June 12, 1998, the closing price of the Common Stock on the NYSE was
$58.8125 per share.
The Shares will be sold either directly by the Selling Stockholders or
through underwriters, brokers, dealers, or agents. At the time any particular
offer of Shares is made, if and to the extent required, the specific number of
Shares offered, the offering price, and the other terms of the offering,
including the names of any underwriters, dealers, or agents, will be set forth
in a supplement to this Prospectus (a "Prospectus Supplement"). Any statement
contained in this Prospectus will be deemed to be modified or superseded by any
inconsistent statement contained in any Prospectus Supplement delivered
herewith.
Unless this Prospectus is accompanied by a Prospectus Supplement
stating otherwise, offers and sales may be made pursuant to this Prospectus only
in ordinary broker's transactions in transactions involving ordinary and
customary brokerage commissions made on the NYSE, on other national securities
exchanges on which the Common Stock is traded, in the over-the-counter market,
or through negotiated transactions.
Walton Enterprises, L.P., a Delaware limited partnership (the
"Partnership"), has agreed to pay all expenses incurred by the Company in
connection with the registration of the Shares and the offers and sales of the
Shares pursuant to this Prospectus. The Selling Stockholders will pay any
underwriting discounts and commissions, and transfer taxes incurred in
connection therewith.
____________________________________
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.
____________________________________
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.
The date of this Prospectus is __________, 1998.
<PAGE>
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 Common Stock. 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.
2
<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 as filed
with the Commission on April 23, 1998, the Company's Quarterly Report on Form
10-Q for the quarter ended April 30, 1998 as filed with the Commission on
June 15, 1998, the Company's Current Reports on Form 8-K as filed with the
Commission on February 5, 1998, June 4, 1998 and June 9, 1998, and the
description of the Common Stock contained in the Company's Form 8-A as filed
with the Commission on October 26, 1971, and including any amendment or report
heretofor or hereafter filed for the purpose of updating the description of the
Common Stock contained therein.
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.
3
<PAGE>
THE COMPANY
The following summary of the business of the Company is qualified in its
entirety by and should be read together with the more detailed information and
financial statements incorporated by reference in this Prospectus. See
"Incorporation of Certain Documents by Reference."
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.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the Shares
by the Selling Stockholders.
SELLING STOCKHOLDERS
The following table sets forth certain information as of the date of this
Prospectus with respect to shares of Common Stock owned by the Selling
Stockholders which are covered by this Prospectus. Each of the Selling
Stockholders owns beneficially shares of the Common Stock in addition to those
registered for sale pursuant to this Prospectus.
NAMES OF SELLING STOCKHOLDERS(1) SHARES REGISTERED FOR RESALE
----------------------------- ----------------------------
Number Percentage(2)
------------ -------------
Walton Enterprises, L.P. 14,710,000 *
_______________
(*) Less than 1%.
(1) Includes any distributees, pledgees, donees, transferees or other
successors in interest of any Selling Stockholders. Information
concerning the identity of any such persons and their sales of shares of
Common Stock will be set forth in an amendment or supplement to this
Prospectus. See "Plan of Distribution."
(2) Computed based upon 2,235,430,297 shares of Common Stock outstanding on
May 29, 1998.
PLAN OF DISTRIBUTION
The Selling Stockholders or their respective distributees, pledgees, donees,
transferees or other successors in interest may offer Shares from time to time
depending on market conditions and other factors, in one or more transactions on
the NYSE or other national securities exchanges on which the Shares are traded,
in the over-the-counter market or otherwise, at market prices prevailing at the
time of sale, at negotiated prices, or at fixed prices. The Shares may be
offered in any manner permitted by law, including through underwriters, brokers,
dealers or agents, and directly to one or more purchasers. Sales of Shares may
involve (i) sales to underwriters who will acquire Shares for their own account
and resell them in one or more transactions at fixed prices or at varying prices
determined at time of sale, (ii) block transactions in which the broker or
dealer so engaged will attempt to sell the Shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction, (iii)
purchases by a broker or dealer as principal and resale by such broker or dealer
for its account, (iv) an exchange distribution in accordance with the rules of
any such exchange, and (v) ordinary brokerage transactions and transactions in
which a broker solicits purchasers. Brokers and dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Selling Stockholders and/or purchasers of Shares for whom they may act
as agent (which compensation may be in excess of customary commissions). The
Selling
4
<PAGE>
Stockholders and any broker or dealer that participates in the distribution of
Shares may be deemed to be underwriters and any commissions received by them and
any profit on the resale of Shares positioned by a broker or dealer may be
deemed to be underwriting discounts and commissions under the Securities Act. In
the event any Selling Stockholder engages an underwriter in connection with the
sale of the Shares, to the extent required, a Prospectus Supplement will be
distributed, which will set forth the number of Shares being offered and the
terms of the offering, including the names of the underwriters, any discounts,
commissions and other items constituting compensation to underwriters, dealers
or agents, the public offering price and any discounts, commissions or
concessions allowed or reallowed or paid by underwriters to dealers.
Pursuant to the Registration Rights Agreement, dated as of March 16, 1998
(the "Registration Rights Agreement"), by and among the Company, the
Partnership, and certain distributees of the Partnership (collectively, the
"Partners"), the Company has agreed to register pursuant to one registration
statement up to 25,000,000 Shares for resale as described above. The Partnership
has agreed to pay the Company's expenses in connection with such registration.
The Selling Stockholders and the Company have agreed to indemnify each other
against certain civil liabilities, including certain liabilities under the
Securities Act, in connection with the registration of the Shares and the resale
of the Shares pursuant to the Registration Statement.
LEGAL MATTERS
Certain legal matters in connection with the validity of the Shares offered
hereby have been passed upon for the Company by Allison D. Garrett, Senior
Corporate Counsel to the Company.
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 herein by reference. Such
financial statements are, and audited financial statements to be included in
subsequently filed documents will be, incorporated 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.
5
<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.
6
<PAGE>
TABLE OF CONTENTS
Page
Available Information............................................. 2
Incorporation of Certain Documents by Reference................... 3
The Company....................................................... 4
Use of Proceeds................................................... 4
Selling Stockholders.............................................. 4
Plan of Distribution.............................................. 4
Legal Matters..................................................... 5
Experts........................................................... 5
Special Note Regarding Forward-Looking Statements................. 6
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Securities and Exchange Commission registration fee $250,322
* Printing and engraving 2,500
* Legal fees and charges 10,000
* Accounting services 5,000
* Miscellaneous 1,000
$268,822
========
_______________
* 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.
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.
II-1
<PAGE>
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
1* Form of Underwriting Agreement (any underwriting agreement
entered into with respect to any of the Shares will be
filed as an exhibit to a current report on Form 8-K and
will be deemed incorporated herein by reference).*
4.1 Restated Certificate of Incorporation of the Company
(incorporated herein by reference to Exhibit 3(a) to the
Company's Annual Report on Form 10-K for the year ended
January 31, 1989).
4.2 Certificate of Amendment to Restated Certificate of
Incorporation of the Company (incorporated herein by
reference to Exhibit 4(b) to the Company's Registration
Statement on Form S-8 (File No. 33-43315)).
4.3 By-laws of the Company, as amended June 3, 1993
(incorporated herein by reference to Exhibit 3(b) to the
Company's Annual Report on Form 10-K for the year ended
January 31, 1994).
4.4 Registration Rights Agreement, dated as of March 16, 1998
between the Company, Walton Enterprises, L.P., (the
"Partnership"), and the partners in the Partnership named
therein.
5.1 Opinion of Allison D. Garrett, Senior Corporate Counsel to
the Company, with respect to the legality of the securities
being registered
23.1 Consent of Ernst & Young LLP
23.2 Consent of Allison D. Garrett (included in Exhibit 5.1)
24 Power of Attorney, included in signature pages hereto
_______________
* 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
II-2
<PAGE>
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume 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>
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 June 16, 1998.
WAL-MART STORES, INC.
By: /s/ David D. Glass
------------------------------------
David D. Glass
President and Chief
Executive Officer
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.
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.
DATE: June __, 1998
----------------------------------------
S. Robson Walton
Chairman of the Board
DATE: June 16, 1998 /s/ David D. Glass
----------------------------------------
David D. Glass
President, Chief Executive
Officer and Director
DATE: June 16, 1998 /s/ Donald G. Soderquist
----------------------------------------
Donald G. Soderquist
Vice Chairman, Chief
Operating Officer
and Director
DATE: June 16, 1998 /s/ John B. Menzer
----------------------------------------
John B. Menzer
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
II-4
<PAGE>
DATE: June 16, 1998 /s/ James A. Walker, Jr.
----------------------------------------
James A. Walker, Jr.
Senior Vice President and
Controller
(Principal Accounting Officer)
DATE: June 16, 1998 /s/ Jeronimo Arango
----------------------------------------
Jeronimo Arango
Director
DATE: June 16, 1998 /s/ John A. Cooper, Jr.
----------------------------------------
John A. Cooper, Jr.
Director
DATE: June __, 1998
----------------------------------------
Stephen Friedman
Director
DATE: June __, 1998
----------------------------------------
Stanley C. Gault
Director
DATE: June __, 1998
----------------------------------------
Roland A. Hernandez
Director
DATE: June __, 1998
----------------------------------------
Frederick S. Humphries
Director
DATE: June 16, 1998 /s/ E. Stanley Kroenke
----------------------------------------
E. Stanley Kroenke
Director
DATE: June __, 1998
----------------------------------------
Elizabeth A. Sanders
Director
DATE: June __, 1998
----------------------------------------
Jack C. Shewmaker
Director
DATE: June 16, 1998 /s/ Paula Stern
----------------------------------------
Paula Stern
Director
DATE June 16, 1998 /s/ Jose H. Villarreal
----------------------------------------
Jose H. Villarreal
Director
DATE: June 16, 1998 /s/ John T. Walton
----------------------------------------
John T. Walton
Director
II-5
<PAGE>
EXHIBIT 4.4
1
EXECUTION COPY
REGISTRATION RIGHTS AGREEMENT dated as of March 16,
1998, among Wal-Mart Stores, Inc., a Delaware corporation
("the Company"), Walton Enterprises, L.P., a Delaware
limited partnership (the "Partnership") and the individuals
and entities named in Schedule I hereto (collectively, the
"Partners" and individually, a "Partner").
WHEREAS, this Agreement is made in connection with an offer (the
"Partnership Offer") by the Partnership to redeem from each Partner a
portion of its ownership interest in the Partnership in exchange for a
certain number of unregistered shares of the Company's common stock, par
value $.10 per share (the "Common Stock"), held by the Partnership;
WHEREAS, it is a precondition of the Partnership Offer that this
Agreement be executed by the Company and the Partnership prior to the
completion of the Partnership Offer; and
WHEREAS, it is a precondition to any Partner exercising its
rights under this Agreement that such Partner execute this Agreement.
At the request of the Partnership and in order to facilitate the
orderly distribution of the Common Stock to be received by the Partners
pursuant to the Partnership Offer, the Company has agreed to execute and
deliver this Agreement and provide for the one-time opportunity for
registration of such Common Stock to be received by the Partners.
Accordingly, it is hereby agreed as follows:
1. Definitions. For purposes of this Agreement the following
terms shall have the following meanings:
"Effective Date" means the date on which the SEC declares the
Registration Statement effective.
"Effective Period" means a period commencing on the Effective
Date and ending on the earlier of (i) the first date as of which all
Registrable Securities cease to be Registrable Securities and (ii) the date
two years from the Effective Date.
"Holder" means a holder of Registrable Securities.
"Partnership Offer Closing Date" means the date on which the
closing of the Partnership Offer occurs.
<PAGE>
2
"Person" means any individual, corporation, partnership, joint
venture, limited liability company, association, joint-stock company,
trust, unincorporated organization or government or any agency or political
subdivision thereof.
"Prospectus" means the prospectus included in the Registration
Statement, as amended or supplemented by any prospectus supplement with
respect to the terms of the offering of any portion of the Registrable
Securities covered by the Registration Statement and by all other
amendments and supplements to the prospectus, including post-effective
amendments and all material incorporated by reference in such prospectus.
"Registrable Securities" means, collectively, (i) those shares of
Common Stock received by the Partners from the Partnership in connection
with the Partnership Offer which the Partners indicate (in the Partnership
Offer materials returned by them to the Partnership) should be included in
the number of shares registered by the Company in the Registration
Statement (such securities being referred to collectively herein as the
"Shares") and (ii) any securities issued or distributed in respect of any
Shares by way of stock dividend or stock split or in connection with a
combination of shares, recapitalization, reorganization, merger,
consolidation or otherwise. It is understood and agreed that the number of
Shares included pursuant to item (i) above shall not exceed 25,000,000.
"Registration Expenses" means any and all out-of- pocket expenses
incurred by the Company incident to the drafting or performance of, or
compliance with, this Agreement, including, without limitation, (i) all SEC
and securities exchange registration and filing fees, (ii) all fees and
expenses of complying with securities or blue sky laws (including fees and
disbursements of counsel for any underwriters in connection with blue sky
qualifications of the Registrable Securities), (iii) all printing,
messenger and delivery expenses, (iv) all fees and expenses incurred in
connection with the listing of the Registrable Securities on any securities
exchange pursuant to Section 7(h), (v) the fees and disbursements of
counsel for the Company (including any fees or disbursements of counsel in
connection with any amendments or supplements to this Agreement or in the
performance hereof) and of its independent public accountants, and (vi) any
fees and disbursements of underwriters customarily paid by the issuers or
sellers of securities, and the reasonable fees and expenses of any special
experts retained in connection with the requested registration, but
excluding underwriting discounts and commissions and transfer taxes, if
any.
"Registration Statement" means any registration statement of the
Company which covers Registrable Securities pursuant to the provisions of
this Agreement, including the Prospectus, amendments and supplements to
such registration statement, including post-effective amendments, and all
<PAGE>
3
exhibits and all material incorporated by reference in such Registration
Statement.
"Related Securities" means any securities of the Company similar
or identical to any of the Registrable Securities.
"SEC" means the Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as amended
from time to time.
"Underwritten Registration or Underwritten Offering" shall mean a
registration of securities under the Securities Act and applicable blue sky
laws in which the securities of the Company are sold to an underwriter for
reoffering to the public.
2. Securities Subject to this Agreement. The securities
entitled to the benefits of this Agreement are the Registrable Securities.
For the purposes of this Agreement, Registrable Securities will cease to be
Registrable Securities when (i) a Registration Statement covering such
Registrable Securities has been declared effective under the Securities Act
and they have been disposed of pursuant to such effective Registration
Statement, (ii) such Registrable Securities are distributed to the public
pursuant to Rule 144 (or any similar provision then in force) under the
Securities Act, (iii) such Registrable Securities shall have been otherwise
transferred, new certificates for such Registrable Securities not bearing a
legend restricting further transfer shall have been delivered by the
Company and subsequent disposition of such Registrable Securities shall not
require registration or qualification of such Registrable Securities under
the Securities Act or any state securities or blue sky law then in force,
(iv) twenty-four (24) months following the Effective Date have elapsed or
(v) such Registrable Securities shall have ceased to be outstanding.
3. Shelf Registration. As promptly as practicable after the
Partnership Offer Closing Date, the Company shall file and cause to be
declared effective one "shelf" Registration Statement on any appropriate
form pursuant to Rule 415 (or similar rule that may be adopted by the SEC)
under the Securities Act for all the Registrable Securities, which form
shall be available for the sale of the Registrable Securities in accordance
with the intended method or methods of distribution thereof. The Company
agrees to use its reasonable best efforts to keep such Registration
Statement continuously effective and usable for resale of Registrable
Securities, for a period of twenty-four (24) months from the Effective Date
or such shorter period which will terminate when all the Registrable
Securities covered by such Registration Statement cease to be Registrable
Securities; provided, however, that the Company may elect that such
Registration Statement not be
<PAGE>
4
filed, permitted to be declared effective or usable during any Blackout
Period (as defined in Section 4).
4. Blackout Period. The Company shall be entitled (i) to
postpone the filing of the Registration Statement otherwise required to be
prepared and filed by the Company pursuant to Section 3, or (ii) from time
to time to elect that the Registration Statement not be useable, for a
reasonable period of time, but not in excess of 90 days (a "Blackout
Period"), if (x) the Company determines in good faith that the registration
and distribution of Registrable Securities (or the use of the Registration
Statement or related Prospectus) would interfere with, or would require
premature disclosure of, any pending financing, acquisition, corporate
reorganization or any other corporate development (including the disclosure
of material non-public information) involving the Company or any of its
subsidiaries, or otherwise results in a violation of applicable securities
laws, and (y) promptly gives the Holders of Registrable Securities written
notice of such determination, containing a general statement of the reasons
for such postponement or restriction on use and an approximation of the
anticipated delay.
5. Selection of Underwriters. If any offering pursuant to the
Registration Statement is an Underwritten Offering, the Company will select
a managing underwriter or underwriters to administer the offering, which
managing underwriter or underwriters shall be reasonably satisfactory to
the Holders of a majority in number of the Registrable Securities to be
included in such Registration Statement; provided, however, that the
Holders of a majority in number of the Registrable Securities to be
included in such offering shall be entitled to select one co-managing
underwriter, which co-managing underwriter shall be reasonably satisfactory
to the Company. The managing underwriter or underwriters selected by the
Company shall be deemed to be reasonably satisfactory to the Holders of a
majority in number of the Registrable Securities to be registered unless
the Partnership, at the request of the Holders of a majority in number of
such Registrable Securities, sends a written notice of objection to the
Company within 10 days of receipt of notice from the Company of the
appointment of a managing underwriter or underwriters. Such notice shall
state the reasons for the Holders' objection to the managing underwriter or
underwriters.
6. Holdback Agreement. If (i) after the Partnership Offer
Closing Date and prior to the expiration of the Effective Period, the
Company shall file a registration statement (other than in connection with
the registration of securities issuable pursuant to an employee stock
option, stock purchase or similar plan or pursuant to a merger, exchange
offer or a transaction of the type specified in Rule 145(a) under the
Securities Act) with respect to its Common Stock or Related Securities and
(ii) with reasonable prior notice, the Company (in the case of a
<PAGE>
5
non-Underwritten Offering by the Company pursuant to such registration
statement) advises the Partnership (which shall in turn promptly notify the
Holders) in a writing addressed to the Holders that a public sale or
distribution of Registrable Securities would adversely affect such offering
or the managing underwriter or underwriters (in the case of an Underwritten
Offering by the Company pursuant to such registration statement) advises
the Company in writing (in which case the Company shall notify the
Partnership which shall in turn promptly notify the Holders) that a public
sale or distribution of Registrable Securities would adversely impact such
offering, then each Holder of Registrable Securities shall, to the extent
not inconsistent with applicable law, refrain from effecting any public
sale or distribution of Registrable Securities during the seven-day period
prior to, and during the 30-day period beginning on, the effective date of
such registration statement.
7. Registration Procedures. If and whenever the Company is
required to use its reasonable best efforts to effect or cause the
registration of any Registrable Securities under the Securities Act as
provided in this Agreement, the Company will, as promptly as practicable:
(a) prepare and file with the SEC a Registration Statement with
respect to such Registrable Securities on any form for which the
Company then qualifies or which counsel for the Company shall deem
appropriate, and which form shall be available for the sale of the
Registrable Securities in accordance with the intended methods of
distribution thereof, and use its reasonable best efforts to cause
such Registration Statement to become and remain effective;
(b) prepare and file with the SEC amendments and post-effective
amendments to such Registration Statement and such amendments and
supplements to the Prospectus used in connection therewith as may be
necessary to maintain the effectiveness of such registration or as may
be required by the rules, regulations or instructions applicable to
the registration form utilized by the Company or by the Securities Act
or rules and regulations thereunder for shelf registration or
otherwise necessary to keep the Registration Statement effective
during the Effective Period and cause the Prospectus as so
supplemented to be filed pursuant to Rule 424 under the Securities
Act, and to otherwise comply with the provisions of the Securities Act
with respect to the disposition of all securities covered by such
Registration Statement during the Effective Period; provided, that
before filing a Registration Statement or Prospectus, or any
amendments or supplements thereto (other than reports required to be
filed by it under the Securities and Exchange Act 1934, as amended,
and the rules and regulations adopted by the Commission thereunder),
the Company will furnish to the Partnership on behalf of
<PAGE>
6
the Holders and their counsel for review and comment, copies of all
documents proposed to be filed;
(c) furnish to each Holder of such Registrable Securities such
number of copies of such Registration Statement and of each amendment
and post-effective amendment thereto (in each case including all
exhibits), the Prospectus and Prospectus supplement, as applicable,
and such other documents as such Holder may reasonably request in
order to facilitate the disposition of the Registrable Securities by
such Holder (the Company hereby consenting to the use (subject to the
limitations set forth in the last paragraph of this Section 7) of the
Prospectus or any amendment or supplement thereto in connection with
such disposition);
(d) use its reasonable best efforts to register or qualify such
Registrable Securities covered by such Registration Statement under
such other securities or blue sky laws of each jurisdiction in the
United States as counsel to the Company shall advise or as each Holder
shall reasonably request if an exemption from the registration or
qualification requirements under such laws is not available for the
disposition of Registrable Securities, and do any and all other acts
and things which may be reasonably necessary or advisable to enable
such Holder to consummate the disposition in such jurisdictions of the
Registrable Securities owned by such Holder, except that the Company
shall not for any such purpose be required to qualify generally to do
business as a foreign corporation in any jurisdiction where, but for
the requirements of this Section 7(d), it would not be obligated to be
so qualified, to subject itself to taxation in any such jurisdiction,
or to consent to general service of process in any such jurisdiction;
(e) notify the Partnership (which shall in turn promptly notify
each Holder) of any such Registrable Securities covered by such
Registration Statement, at any time when a Prospectus relating thereto
is required to be delivered under the Securities Act within the
Effective Period, of the Company's becoming aware that the Prospectus
included in such Registration Statement, as then in effect, may
include an untrue statement of a material fact or may omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then
existing, and at the request of any such Holder, prepare and furnish
to such Holder a reasonable number of copies of an amendment or
supplement to the Registration Statement or related Prospectus as may
be necessary so that, as thereafter delivered to the purchasers of
such Registrable Securities, such Prospectus shall not include an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or
<PAGE>
7
necessary to make the statements therein not misleading in light of
the circumstances then existing;
(f) notify the Partnership (which shall in turn promptly notify
each Holder) of Registrable Securities covered by such Registration
Statement at any time,
(1) when the Prospectus or any Prospectus supplement or
post-effective amendment has been filed, and, with respect to the
Registration Statement or any post-effective amendment, when the
same has become effective,
(2) of any request by the SEC for amendments or supplements
to the Registration Statement or the Prospectus or for additional
information,
(3) of the issuance by the SEC of any stop order suspending
the effectiveness of the Registration Statement or the initiation
of any proceedings for that purpose, and
(4) if at any time the representations and warranties of
the Company contemplated by paragraph (i)(1) below cease to be
true and correct;
(g) otherwise use its reasonable best efforts to comply with all
applicable rules and regulations of the SEC, and make available to its
security holders, as soon as reasonably practicable (but not more than
eighteen months) after the effective date of the Registration
Statement, an earnings statement which shall satisfy the provisions of
Section 11(a) of the Securities Act and the rules and regulations
promulgated thereunder;
(h) use reasonable efforts to cause all such Registrable
Securities to be listed on any securities exchange on which the Common
Stock is then listed, if such Registrable Securities are not already
so listed and if such listing is then permitted under the rules of
such exchange, and to provide a transfer agent and registrar for such
Registrable Securities covered by such Registration Statement no later
than the Effective Date;
(i) enter into agreements (including underwriting agreements) and
take all other reasonable actions in order to expedite or facilitate
the disposition of such Registrable Securities and in such connection,
whether or not an underwriting agreement is entered into and whether
or not the registration is an Underwritten Registration:
(1) make such representations and warranties to the Holders
of such Registrable Securities and the underwriters, if any, in
form, substance and
<PAGE>
8
scope as are customarily made by issuers to underwriters in
comparable underwritten offerings;
(2) obtain opinions of counsel to the Company and updates
thereof (which counsel and opinions (in form, scope and
substance) shall be reasonably satisfactory to the managing
underwriters, if any, and the Holders of a majority in number of
the Registrable Securities being sold) addressed to each Holder
and the underwriters, if any, covering the matters customarily
covered in opinions requested in comparable underwritten
offerings and such other matters as may be reasonably requested
by such Holders and underwriters;
(3) obtain "cold comfort" letters and updates thereof from
the Company's independent certified public accountants addressed
to the selling Holders of Registrable Securities and the
underwriters, if any, such letters to be in customary form and
covering matters of the type customarily covered in "cold
comfort" letters by underwriters in connection with comparable
underwritten offerings;
(4) if requested, provide the indemnification in accordance
with the provisions and procedures of Section 9 hereof to all
parties to be indemnified pursuant to said Section; and
(5) deliver such documents and certificates as may be
reasonably requested by the Holders of a majority of the
Registrable Securities being sold and the managing underwriters,
if any, to evidence compliance with clause (f) above and with any
customary conditions contained in the underwriting agreement or
other agreement entered into by the Company.
The matters set forth in this Section 7(i) shall be effected at each
closing under any underwriting or similar agreement as and to the
extent required thereunder.
(j) cooperate with the Holders of Registrable Securities covered
by such Registration Statement and the managing underwriter or
underwriters, if any, to facilitate the timely preparation and
delivery of certificates (not bearing any restrictive legends)
representing the securities to be sold under such Registration
Statement, and enable such securities to be in such denominations and
registered in such names as the managing underwriter or underwriters,
if any, or such Holders may request;
(k) if requested by the managing underwriter or underwriters or
a Holder of Registrable Securities being sold in connection with an
Underwritten Offering,
<PAGE>
9
immediately incorporate in a Prospectus supplement or post-effective
amendment such information as the managing underwriters and the
Holders of majority in number of the Registrable Securities being sold
agree should be included therein relating to the plan of distribution
with respect to such Registrable Securities, including, without
limitation, information with respect to the principal amount of
Registrable Securities being sold to such underwriters, the purchase
price being paid therefor by such underwriters and any other terms of
the Underwritten Offering of the Registrable Securities to be sold in
such offering and make all required filings of such Prospectus
supplement or post-effective amendment as promptly as practicable upon
being notified of the matters to be incorporated in such Prospectus
supplement or post-effective amendment;
(l) make available for inspection by any Holder of Registrable
Securities included in such Registration Statement, any underwriter
participating in any disposition pursuant to such Registration
Statement, and any attorney, accountant or other agent retained by any
such Holder or underwriter (collectively, the "Inspectors"), all
financial and other records and other information, pertinent corporate
documents and properties of any of the Company and its subsidiaries
and affiliates (collectively, the "Records"), as shall be reasonably
necessary to enable them to exercise their due diligence
responsibility; provided, however, that the Records that the Company
determines, in good faith, to be confidential and which it notifies
the Inspectors in writing are confidential shall not be disclosed to
any Inspector unless such Inspector signs a confidentiality agreement
reasonably satisfactory to the Company or either (i) the disclosure of
such Records is necessary to avoid or correct a misstatement or
omission in such Registration Statement or (ii) the release of such
Records is ordered pursuant to a subpoena or other order from a court
of competent jurisdiction; provided further, however, that any
decision regarding the disclosure of information pursuant to subclause
(i) shall be made only after consultation with counsel for the
applicable Inspectors. Each Holder of Registrable Securities agrees
that it will, promptly after learning that disclosure of such Records
is sought in a court having jurisdiction, give notice to the Company
and allow the Company, at the Partnership's expense (provided such
expenses are reasonable and documented), to undertake appropriate
action to prevent disclosure of such Records; and
(m) use reasonable efforts to assist the Holders to do any acts
which may be reasonably necessary or advisable to enable the Holders
to consummate the disposition of its Registrable Securities pursuant
to the Registration Statement and which acts shall not
<PAGE>
10
cause the Company to incur any undue expense or liability.
The Company may require each Holder of Registrable Securities as
to which any registration is being or has been effected to furnish, and
such Holder shall furnish, to the Company such information regarding such
Holder, such Holder's plan of distribution of the Registrable Securities
and such other information pertinent to the disclosure requirements
relating to the registration and the distribution of such securities as the
Company may from time to time reasonably request in writing. If the Holder
of Registrable Securities has furnished any such information and the
information furnished becomes inaccurate or incomplete, the Holder agrees
to provide to the Company such additional information necessary to correct
any such inaccurate information or to complete any such incomplete
information promptly after the Holder becomes aware of such inaccuracy or
incompleteness.
Each Holder of Registrable Securities agrees that, upon receipt
of any notice from the Company of the happening of any event of the kind
described in Section 7(e), such Holder will forthwith discontinue
disposition of Registrable Securities pursuant to the Prospectus or
Registration Statement covering such Registrable Securities until such
Holder's receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 7(e), and, if so directed by the Company, such
Holder will deliver to the Company all copies, other than permanent file
copies then in such Holder's possession, of the Prospectus covering such
Registrable Securities current at the time of receipt of such notice. In
the event the Company shall give any such notice, the Effective Period
shall be extended by the number of days during the period from the date of
the giving of such notice pursuant to Section 7(e) and through the date
when each seller of Registrable Securities covered by such Registration
Statement shall have received the copies of the supplemented or amended
Prospectus contemplated by Section 7(e).
8. Registration Expenses. The Partnership will pay promptly all
Registration Expenses in connection with the registration of Registrable
Securities pursuant to Section 3 upon the written request of any of the
Holders or the Company, and each Holder shall pay all underwriting
discounts and commissions and transfer taxes, if any, relating to the sale
or disposition of such Holder's Registrable Securities pursuant to the
Registration Statement.
9. Indemnification; Contribution.
(a) Indemnification by the Company. The Company agrees to indemnify each
Holder of Registrable Securities, its officers and directors and each
Person who controls such Holder (within the meaning of the Securities Act),
and any agent thereof against all losses, claims, damages, liabilities and
expenses (including reasonable attorneys'
<PAGE>
11
fees and expenses of investigation) incurred by such party pursuant to any
actual or threatened action, suit, proceeding or investigation arising out
of or based upon (i) any untrue or alleged untrue statement of material
fact contained in the Registration Statement, any Prospectus or preliminary
Prospectus, or any amendment or supplement to any of the foregoing or (ii)
any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, except in each case insofar as the same arise out of or are
based upon, any such untrue statement or omission made in reliance on and
in conformity with information with respect to such indemnified party (or
Holder with respect to which such indemnified party is an officer or
director or Person who controls such Holder within the meaning of the
Securities Act, or agent thereof) furnished in writing to the Company by
such indemnified party (or Holder with respect to which such indemnified
party is an officer or director or Person who controls such Holder within
the meaning of the Securities Act, or agent thereof) or its counsel
expressly for use therein. In connection with an Underwritten Offering, the
Company will indemnify the underwriters thereof, their officers and
directors and each Person who controls such underwriters (within the
meaning of the Securities Act) up to the same extent as provided above with
respect to the indemnification of the Holders of Registrable Securities.
Notwithstanding the foregoing provisions of this Section 9(a), the Company
will not be liable to any Holder of Registrable Securities, any Person who
participates as an underwriter in the offering or sale of Registrable
Securities or any other Person, if any, who controls such Holder or
underwriter (within the meaning of the Securities Act), under the indemnity
agreement in this Section 9(a) for any such loss, claim, damage, liability
(or action or proceeding in respect thereof) or expense that arises out of
such Holder's or other Person's failure to send or give a copy of the final
Prospectus to the Person asserting an untrue statement or alleged untrue
statement or omission or alleged omission at or prior to the written
confirmation of the sale of the Registrable Securities to such Person if
such statement or omission was corrected in such final Prospectus and the
Company has previously furnished copies thereof in accordance with this
Agreement.
(b) Indemnification by Holders of Registrable Securities. In
connection with the Registration Statement, each Holder will furnish to the
Company in writing such information, including with respect to the name,
address and the amount of Registrable Securities held by such Holder, as
the Company reasonably requests for use in such Registration Statement or
the related Prospectus and agrees to indemnify and hold harmless (in the
same manner and to the same extent as set forth in Section 9(a)) the
Company, all other prospective Holders or any underwriter, as the case may
be, and any of their respective affiliates, directors, officers and
controlling Persons (within the meaning of the Securities Act) against any
losses, claims, damages,
<PAGE>
12
liabilities and expenses resulting from any untrue or alleged untrue
statement of a material fact or any omission or alleged omission of a
material fact required to be stated in such Registration Statement or
Prospectus or any amendment or supplement to either of them or necessary to
make the statements therein not misleading, but only to the extent that any
such untrue statement or omission is made in reliance on and in conformity
with information with respect to such Holder furnished in writing to the
Company by such Holder or its counsel specifically for inclusion therein.
(c) Conduct of Indemnification Proceedings. Any Person entitled
to indemnification hereunder agrees to give prompt written notice to the
indemnifying party after the receipt by such indemnified party of any
written notice of the commencement of any action, suit, proceeding or
investigation or threat thereof made in writing for which such indemnified
party may claim indemnification or contribution pursuant to this Agreement
(provided that failure to give such notification shall not affect the
obligations of the indemnifying person pursuant to this Section 9 except to
the extent the indemnifying party shall have been actually prejudiced as a
result of such failure). In case any such action shall be brought against
any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof,
with counsel reasonably satisfactory to such indemnified party (who shall
not, except with the consent of the indemnified party (such consent not to
be unreasonably withheld), be counsel to the indemnifying party), and after
notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not
be liable to such indemnified party under these indemnification provisions
for any legal expenses of other counsel or any other expenses, in each case
subsequently incurred by such indemnified party, in connection with the
defense thereof other than reasonable costs of investigation, unless an
indemnified party has received an opinion of counsel that a conflict of
interest is likely to exist between such indemnified party and any other of
such indemnified parties with respect to such claim, in which event the
indemnifying party shall be obligated to pay the reasonable and documented
fees and expenses of such additional counsel or counsels. Except to the
extent set forth in the preceding sentence with respect to conflicts of
interests between indemnified parties, an indemnifying party shall not be
liable for the fees and expenses of more than one counsel (in addition to
local counsel) separate from their own counsel for all indemnified parties
in connection with any one action or related actions in the same
jurisdiction arising out of the same allegations or circumstances. The
indemnifying party will not be subject to any liability for any settlement
made without its express written consent (which will not be unreasonably
withheld).
<PAGE>
13
(d) Contribution. If the indemnification from the indemnifying
party provided for in this Section 9 is unavailable to an indemnified party
hereunder in respect of any losses, claims, damages, liabilities or
expenses referred to therein, then each indemnifying party, shall
contribute to the amount paid or payable by such indemnified party as a
result of the losses, claims, damages, liabilities or expenses (or actions
in respect thereof) in such proportion as is appropriate to reflect the
relative fault of the indemnifying party or parties on the one hand and the
indemnified party on the other in connection with the statements or
omissions that resulted in such losses, claims, damages, liabilities or
expenses (or actions in respect thereof) as well as any other relevant
equitable considerations. The relative fault of the parties shall be
determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the
Company on the one hand or such Holder or such other indemnified person, as
the case may be, on the other, and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement
or omission. The amount paid or payable by a party as a result of the
losses, claims, damages, liabilities and expenses referred to above shall
be deemed to include, subject to the limitations set forth in Section 9(c),
any reasonable and documented legal and other fees and expenses reasonably
incurred by such indemnified party in connection with any investigation or
proceeding.
The parties hereto agree that it would not be just and equitable
if contribution pursuant to this Section 9(d) were determined by pro rata
allocation or by any other method of allocation which does not take account
of the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 9(d), no Holder
of Registrable Securities shall be required to contribute any amount in
excess of the amount by which the total price at which the Registrable
Securities of such Holder were offered to the public (net of all
underwriting discounts and commissions) exceeds the amount of any damages
which such Holder has otherwise been required to pay by reason of such
untrue statement or omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any Person who was not guilty
of such fraudulent misrepresentation.
If indemnification is available under this Section 9, the
indemnifying parties shall indemnify each indemnified party to the full
extent provided in Section 9(a) or (b), as the case may be, without regard
to the relative fault of said indemnifying parties or indemnified party or
any other equitable consideration provided for in this Section 9(d).
(e) The provisions of this Section 9 shall be in addition to any
liability which any party may have to any
<PAGE>
14
other party and shall survive any termination of this Agreement.
10. Participation in Underwritten Registrations. No Holder of
Registrable Securities may participate in any Underwritten Offering of
Registrable Securities hereunder unless such Holder (a) agrees to sell such
Holder's securities to be sold in such offering on the basis provided in
any underwriting arrangements approved by the Company in its reasonable
discretion and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements.
11. Rule 144. For a period of two years following the
Partnership Offer Closing Date, the Company covenants that it will file the
reports required to be filed by it under the Securities Act and the
Securities Exchange Act of 1934, as amended, and the rules and regulations
adopted by the Commission thereunder (or, if the Company is not required to
file such reports, it will, upon the request of any Holder of Registrable
Securities, make publicly available other information so long as necessary
to permit sales under Rule 144 under the Securities Act), and it will take
such further action as any Holder of Registrable Securities may reasonably
request, all to the extent required from time to time to enable such Holder
to sell Registrable Securities without registration under the Securities
Act within the limitation of the exemptions provided by (a) Rule 144 under
the Securities Act, as such Rule may be amended from time to time, or (b)
any similar rule or regulation hereafter adopted by the Commission. Upon
the request of any Holder of Registrable Securities, the Company will
deliver to such Holder a written statement as to whether it has complied
with such requirements.
12. Miscellaneous. (a) Remedies. Each Holder of Registrable
Securities in addition to being entitled to exercise all rights granted by
law, including recovery of damages, will be entitled to specific
performance of its rights under this Agreement.
(b) Amendments and Waivers. Except as otherwise provided
herein, the provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions
hereof may not be given, unless the Company has agreed thereto and the
Company has obtained the written consent of Holders of at least a majority
in number of the Registrable Securities then outstanding.
(c) Notices. All notices and other communications provided for
or permitted hereunder shall be in writing and shall be deemed to have been
duly given if delivered personally or sent by telex or telecopier,
registered or certified mail (return receipt requested), postage prepaid,
or courier guaranteeing next day delivery to the parties at the following
addresses (or at such other
<PAGE>
15
address for any party as shall be specified by like notice, provided that
notices of a change of address shall be effective only upon receipt
thereof). Notices delivered personally shall be effective upon receipt,
notices sent by mail shall be effective three days after mailing, notices
sent by telex shall be effective when answered back, notices sent by
telecopier shall be effective when receipt is acknowledged in writing or by
telephone, and notices sent by courier guaranteeing next day delivery shall
be effective upon receipt by the addressee:
(i) if to a Holder of Registrable Securities at the address of
such Holder provided in Schedule I hereto or at such other address as
the applicable Holder may designate to the Company and the Partnership
in writing;
(ii) if to the Company at:
Wal-Mart Stores, Inc.
702 S.W.8th St.
Bentonville, AR 72716-8095
Attention: Robert K. Rhoads
General Counsel
Telecopy: (501) 273-8650
(iii) if to the Partnership at:
Walton Enterprises, L.P.
c/o Wilmington Trust Company
9 South DuPont Highway
Georgetown, DE 19947
Attention: Richard D. Chapman
Telecopy: (501) 273-7477
(d) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors of each of the parties;
provided, however, that this Agreement and the provisions of this Agreement
that are for the benefit of the Holders shall not be assignable by any
Holder to any Person and any such purported assignment shall be null and
void.
(e) Counterparts. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.
(f) Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.
<PAGE>
16
(g) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware applicable
to contracts made and to be performed wholly within that State.
(h) Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any
circumstances, is held invalid, illegal or unenforceable in any respect for
any reason, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions contained herein
shall not be in any way impaired thereby, it being intended that all
remaining provisions contained herein shall not be in any way impaired
thereby, it being intended that all of the rights and privileges of the
Partners shall be enforceable to the fullest extent permitted by law.
(i) Entire Agreement. This Agreement is intended by the
parties as a final expression and a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject
matter hereof. There are no restrictions, promises, warranties or
undertakings with respect to the subject matter hereof, other than those
set forth or referred to herein. This Agreement supersedes all prior
agreements and
<PAGE>
17
understandings between the parties with respect to such subject matter.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first written above.
WAL-MART STORES, INC.,
by:
/s/ Donald G. Soderquist
------------------------
Name: Donald G. Soderquist
Title:
WALTON ENTERPRISES, L.P.,
by:
/s/ S. Robson Walton
--------------------
Name: S. Robson Walton
Title:
<PAGE>
EXHIBIT 5.1
OPINION OF ALLISON D. GARRETT
[LETTERHEAD OF ALLISON D. GARRETT]
June 16, 1998
Wal-Mart Stores, Inc.
702 S.W. 8th Street
Bentonville, Arkansas 72716-8095
Ladies and Gentlemen:
As Service Corporate Counsel to Wal-Mart Stores, Inc., a Delaware
corporation (the "Company"), I have acted on its behalf in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of
14,710,000 shares of the Company's common stock, par value $.10 per share (the
"Common Stock"), held by Walton Enterprises, L.P. (the "Selling Stockholders")
as described in the Registration Statement of the Company on Form S-3 (the
"Registration Statement") filed with the Securities and Exchange Commission.
In rendering this opinion, I have examined and relied upon executed
originals, counterparts or copies of such documents, records and certificates
(including certificates of public officials and officers of the Company) as I
considered necessary or appropriate for enabling me to express the opinions set
forth herein. In all such examinations, I have assumed the authenticity and
completeness of all documents submitted to me as originals and the conformity to
originals and completeness of all documents submitted to us as photostatic,
conformed, notarized or certified copies.
Based on the foregoing, I am of the opinion that such shares of Common
Stock have been duly authorized, validly issued, fully paid and nonassessable.
This opinion may be filed as an exhibit to the Registration Statement
and I also consent to the use of my name in the Registration Statement and the
related Prospectus.
Very truly yours,
Allison D. Garrett
Senior Corporate Counsel
Wal-Mart Stores, Inc.
<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 14,710,000 shares of its common stock 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
June 16, 1998
