<PAGE>
RULE NO. 424(b)(2)
REGISTRATION NO. 33-53125
REGISTRATION NO. 333-52045
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JUNE 2, 1998
$500,000,000
WAL-MART STORES, INC.
PUTTABLE RESET SECURITIES PURS SM DUE JUNE 1, 2018
----------------
Interest on the Puttable Reset Securities PURS SM due June 1, 2018 (the
"Bonds") of Wal-Mart Stores, Inc. (the "Company") is payable semiannually on
June 1 and December 1 of each year, commencing December 1, 1998. From and
including June 8, 1998 to but excluding June 1, 2000, interest on the Bonds
will accrue at an annual rate equal to 5.85%. On June 1, 2000 and every second
June 1 thereafter until and including June 1, 2016, the interest rate may be
reset as a fixed rate determined by the Calculation Agent on the basis of
certain bids to be requested from reference dealers, as described in this
document. See "Description of Bonds--Interest" and "--Reset of Interest Rate."
On each Reset Date (as defined herein), Goldman, Sachs & Co. will have the
right to purchase all of the outstanding Bonds (in whole and not in part) from
the holders, at a price equal to 100% of the principal amount of the Bonds
purchased. If Goldman, Sachs & Co. does not exercise its Call Option with
respect to any Reset Date, then the Company will repurchase from each holder
on the Reset Date all of the holder's Bonds, at a price equal to 100% of the
principal amount of the Bonds purchased, unless the holder elects to retain
them by notifying the Trustee in the required manner. In all cases, the
Company will remain obligated to pay accrued and unpaid interest on the Bonds
on the applicable Reset Date. These purchase rights and obligations are
subject to the requirements and exceptions described in this document. See
"Description of Bonds--Call Option" and "--Put Option."
The Bonds will be represented by one or more global Bonds registered in the
name of a nominee of The Depository Trust Company. Beneficial interests in the
global Bonds will be shown on, and transfers will be effected only through,
records maintained by DTC and its participants. Except as described in this
document, Bonds in definitive form will not be issued. See "Description of
Bonds--Global Securities."
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR
THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
----------------
<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE(1) DISCOUNT(2) COMPANY(1)(3)
----------------- ------------ -------------
<S> <C> <C> <C>
Per Bond.............. 99.959% 0.250% 103.727%
Total................. $499,795,000 $1,250,000 $518,635,000
</TABLE>
- --------
(1) Plus accrued interest, if any, from June 8, 1998.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
(3) Before deducting estimated expenses of $250,000 payable by the Company.
The proceeds to the Company include an amount equal to 4.018% of the
principal amount of the Bonds, which will be paid by Goldman, Sachs & Co.
in consideration of the Call Option they will have with respect to the
Bonds.
----------------
The Bonds are offered by the Underwriters subject to receipt and acceptance
by them and subject to their right to reject any order in whole or in part.
The Bonds are expected to be ready for delivery in book-entry form only
through the facilities of DTC in New York, New York on or about June 8, 1998,
against payment therefor in immediately available funds.
GOLDMAN, SACHS & CO. LEHMAN BROTHERS
ARTEMIS CAPITAL GROUP, INC. THE WILLIAMS CAPITAL GROUP, L.P.
----------------
The date of this Prospectus Supplement is June 2, 1998.
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE BONDS, INCLUDING
OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS IN SUCH BONDS, AND
THE IMPOSITION OF A PENALTY BID, IN CONNECTION WITH THIS OFFERING. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
----------------
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USE OF PROCEEDS
The Company will use the net proceeds from the sale of the Bonds to meet its
general working capital requirements.
CAPITALIZATION
The following table sets forth the consolidated capitalization of the
Company at January 31, 1998 and as adjusted to give effect to the issuance of
the Bonds. This table should be read in conjunction with, and is qualified by
reference to, the Company's consolidated financial statements and notes
thereto incorporated by reference in this Prospectus Supplement and the
accompanying Prospectus.
<TABLE>
<CAPTION>
JANUARY 31, 1998
--------------------
ACTUAL AS ADJUSTED
------- -----------
DOLLARS IN MILLIONS
<S> <C> <C>
Short-Term Debt(1)
Long-term debt due within one year...................... $ 1,039 $ 1,039
Obligations under capital lease due within one year..... 102 102
------- -------
Total short-term debt and capital lease obligations... 1,141 1,141
------- -------
Long-Term Debt
Long-term debt.......................................... 7,191 7,691
Long-term capital lease obligations..................... 2,483 2,483
------- -------
Total long-term debt and capital lease obligations 9,674 10,174
------- -------
Shareholders' equity
Common stock and capital in excess of par value......... 809 809
Retained earnings....................................... 18,167 18,167
Foreign currency translation adjustment................. (473) (473)
------- -------
Total shareholders' equity............................ 18,503 18,503
------- -------
Total short-term debt, long-term debt and capital
lease obligations and shareholders' equity........... $29,318 $29,818
======= =======
</TABLE>
- --------
(1) At January 31, 1998, the Company had committed lines of credit with 77
banks, aggregating $1,873,000,000 and informal lines of credit with
various other banks totaling an additional $1,950,000,000 which were used
to support the Company's short-term borrowings and commercial paper.
Short-term borrowings under these lines of credit bear interest at or
below the prime rate.
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<PAGE>
DESCRIPTION OF BONDS
The Puttable Reset Securities PURS SM due June 1, 2018 constitute a separate
series of the Debt Securities described in the accompanying Prospectus.
Reference should be made to the Prospectus for a detailed summary of certain
additional provisions of the Bonds. The description of the Bonds in this
Prospectus Supplement supplements the description of the Debt Securities
contained in the Prospectus. If the descriptions contained in these documents
are inconsistent, this Prospectus Supplement controls. Capitalized terms used
but not defined herein have the meanings given them in the Prospectus.
GENERAL
The Bonds will mature on June 1, 2018 (the "Final Maturity") but are subject
to earlier repurchase by the Company as described in "--Put Option" below. The
Bonds are not otherwise subject to redemption and are not entitled to the
benefit of any sinking fund. The aggregate principal amount of the Bonds is
limited to $500,000,000, but the Indenture does not limit the amount of other
Debt Securities that may be issued by the Company. The Bonds will be
unsecured, general obligations of the Company and will rank on a parity with
all other unsecured and unsubordinated indebtedness of the Company.
If any interest, principal or other payment to be made in respect of the
Bonds (including any payment pursuant to the Call Option or any Put Option
described below) would otherwise be due on a day that is not a Business Day
(as defined below), payment may be made on the next succeeding day that is a
Business Day, with the same effect as if payment were made on the due date.
"Business Day" means any day other than a Saturday, a Sunday, or a day on
which banking institutions in New York City are authorized or obligated by law
to close. "Market Day," as used below, means a Business Day other than a day
on which dealings in the U.S. Treasury bond market are generally not being
conducted.
The Company has agreed with Goldman, Sachs & Co., as holder of the Call
Option (as defined below), that, notwithstanding any provision to the contrary
set forth in the Indenture, the Company will not cause or permit the terms or
provisions of the Bonds (or the Indenture, as it relates to the Bonds) to be
modified in any way, and may not make open market or other purchases of the
Bonds except pursuant to the Put Option or in certain limited circumstances,
without the prior written consent of Goldman, Sachs & Co.
The Bonds will be issued in fully registered form in denominations of, and
integral multiples of, $1,000. Transfers of the Bonds are registrable and
principal is payable at the corporate trust office of The First National Bank
of Chicago, the Trustee, at One North State Street, 9th Floor, Chicago,
Illinois 60602. The Bonds will initially be issued in global form. See "--
Global Securities."
INTEREST
Interest will accrue on the principal amount of each Bond at the applicable
rate described below, from and including June 8, 1998 (the "Original Issue
Date") to but excluding the date on which the principal amount is paid in
full. Interest accrued on each Bond will be payable in arrears on June 1 and
December 1 of each year, commencing on December 1, 1998, in each case to the
holder of record of the Bond on the May 15 or November 15 next preceding the
interest payment date (each an "Interest Payment Record Date"). The Interest
Payment Record Date will differ from the record date for the exercise of the
Call Option and Put Option described below.
From and including the Original Issue Date to but excluding June 1, 2000,
interest will accrue at an annual rate equal to 5.85%.
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On June 1, 2000 and on every second June 1 thereafter until and including
June 1, 2016 (each such biennial date, a "Reset Date"), the interest rate on
the Bonds will be reset so as to equal a fixed rate determined as described
under "--Reset of Interest Rate" below. Notwithstanding the foregoing, the
interest rate on a particular Bond will not be reset on any Reset Date if the
Company is obligated to repurchase such Bond on such date, and a reset
scheduled to occur on a particular Reset Date may not occur because of a
Market Disruption Event or a Failed Remarketing. See "--Reset of Interest
Rate" below.
CALL OPTION
Goldman, Sachs & Co. (or any successor firm) may purchase all of the
outstanding Bonds (in whole and not in part) from the holders on each Reset
Date (such right, the "Call Option") at a price equal to 100% of the principal
amount of Bonds purchased (the "Face Value") and subject to Goldman, Sachs &
Co. giving notice of its intention to purchase the outstanding Bonds as
described below (a "Call Notice"). In addition, the Company will remain
obligated to pay all accrued and unpaid interest on the Bonds. Interest that
becomes payable on the applicable Reset Date will be payable to the holders of
record on the corresponding Interest Payment Record Date, as provided in the
Bonds and the Indenture.
To exercise the Call Option with respect to any Reset Date, Goldman, Sachs &
Co. must give a Call Notice to the holders of outstanding Bonds no later than
the tenth Market Day prior to the Reset Date, in the manner described under
"--Certain Notices" below. In the event a Call Notice is duly given, each
holder will be obligated to sell to Goldman, Sachs & Co., and Goldman, Sachs &
Co. will be obligated to purchase from each holder, at the Face Value on the
applicable Reset Date, the Bonds held of record by the holder on the Reset
Date. Each such sale and purchase will be effected through the facilities of
The Depository Trust Company ("DTC"), with each holder being deemed to have
automatically tendered its Bonds for sale to Goldman, Sachs & Co. on the
applicable Reset Date in accordance with applicable DTC procedures. Each
holder's automatic tender of Bonds will be subject to the holder's receipt of
payment of the Face Value of the Bonds from Goldman, Sachs & Co. on the Reset
Date. Until purchased or paid by the Company, the Bonds will remain
outstanding notwithstanding any exercise of the Call Option by Goldman, Sachs
& Co. See "--Settlement on Exercise of the Put and Call Options."
If the Call Option is exercised with respect to a particular Reset Date, all
Bonds outstanding on the Reset Date will be subject to purchase by Goldman,
Sachs & Co. as described above. This will be the case for every holder (and
every beneficial owner) of Bonds outstanding on the Reset Date, including
those who acquire an interest in the Bonds after the relevant Call Notice is
given or who are otherwise unaware that the Call Notice has been given. This
will also be the case for any Bonds that may be held by a Final Dealer (as
defined below) as a result of an acquisition in connection with a prior Reset
Date.
Upon the occurrence of an Event of Default (as defined in the Indenture) and
certain other circumstances, Goldman, Sachs & Co. shall be entitled to demand
that the Company settle the Call Option on the terms previously agreed.
PUT OPTION
If Goldman, Sachs & Co. does not exercise the Call Option with respect to
any Reset Date, each holder of outstanding Bonds may require the Company to
repurchase all of the holder's Bonds (in whole and not in part) on that Reset
Date (such right, its "Put Option") at a price equal to 100% of the principal
amount of the Bonds repurchased (the "Put Price"), in the circumstances
described in the next paragraph. The accrued and unpaid interest on the
repurchased Bonds that becomes payable on the applicable (or any prior) Reset
Date will be payable by the Company to the holders of record on
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<PAGE>
the corresponding Interest Payment Record Date, as provided in the Bonds and
the Indenture. If for any reason payment of the Put Price is not made when
due, the accrued interest from the Reset Date to the date payment is made
would be payable by the Company as part of the Put Price.
On each Reset Date, each holder will be deemed to have exercised its Put
Option automatically for the full principal amount of the Bonds held of record
by such holder on the Reset Date unless either (x) Goldman, Sachs & Co. has
duly given a Call Notice with respect to the Reset Date or (y) if Goldman,
Sachs & Co. does not exercise the Call Option with respect to the Reset Date,
(i) no later than 10:00 A.M. (New York City time) on the seventh Market Day
prior to the Reset Date, the holder gives notice to the Trustee that the
holder elects not to sell any of its Bonds to the Company on the Reset Date (a
"Hold Notice") and (ii) the notice is effective under the 10% Requirement
described in the next paragraph. A Hold Notice must be given in the manner
described under "--Certain Notices" below. Consequently, with respect to each
holder and each Reset Date, if a Call Notice is not duly given by Goldman,
Sachs & Co. and an effective Hold Notice is not duly given by the holder, the
Company will be obligated to repurchase from the holder, and the holder will
be obligated to sell to the Company, at the Put Price on the Reset Date, the
Bonds held of record by the holder on the Reset Date. Each such sale and
purchase will be effected through the facilities of DTC, with each holder who
has not given an effective Hold Notice being deemed to have automatically
tendered its Bonds for sale to the Company on the applicable Reset Date in
accordance with applicable DTC procedures. If the Company is obligated to
purchase any Bonds pursuant to the Put Option, the Bonds subject to purchase
will remain outstanding until the Put Price (and accrued interest) in respect
thereof has been paid. See "--Settlement on Exercise of the Put and Call
Options."
Notwithstanding the foregoing, no Hold Notice will be effective with respect
to any Reset Date unless Hold Notices are duly given with respect to the Reset
Date by the holders of record of at least 10% of the Bonds outstanding on the
tenth Market Day prior to such Reset Date. The provision described in this
paragraph is called the "10% Requirement." If any holder gives a Hold Notice
to the Trustee when the 10% Requirement has not been satisfied, the Trustee
will give written notice of that fact (a "10% Requirement Notice") to the
holder and the Company not later than the close of business on the seventh
Market Day before the applicable Reset Date, in the manner described under "--
Certain Notices" below.
RESET OF INTEREST RATE
The interest rate on each Bond will be reset on each Reset Date, unless the
Company is obligated to repurchase the Bond on such date (or has previously
done so) pursuant to the holder's Put Option. Consequently, the interest rate
on an outstanding Bond will be reset on each Reset Date on which either of the
following occurs: (x) Goldman, Sachs & Co. elects to purchase all of the
outstanding Bonds on the Reset Date pursuant to the Call Option or (y)
Goldman, Sachs & Co. does not elect to do so, the holder elects not to
exercise its Put Option with respect to the Reset Date by giving the Trustee a
Hold Notice and the Hold Notice is effective under the 10% Requirement.
Notwithstanding the foregoing, reset of the interest rate is subject to the
occurrence of a Market Disruption Event or a Failed Remarketing as described
below.
The Company has initially appointed Goldman, Sachs & Co. as its agent for
the purpose of resetting the interest rate (such agent or any successor agent,
the "Calculation Agent"). If the interest rate is to be reset on any Reset
Date, the Calculation Agent will effect the reset as follows.
Between the tenth Market Day prior to the Reset Date and 11:00 A.M., New
York City time, on the Calculation Date (as defined below), the Calculation
Agent will select three financial institutions (one of which will be Goldman,
Sachs & Co. if it so requests) that deal in the Company's debt securities and
have agreed to participate as reference dealers in accordance with the terms
described below (the "Reference Dealers"). If Goldman, Sachs & Co. has
exercised the Call Option with respect
S-6
<PAGE>
to the applicable Reset Date and so requests, each Reference Dealer must
include in its participation agreement a written commitment (satisfactory to
Goldman, Sachs & Co.) that, if it is selected as the Final Dealer (as defined
below), it will purchase from Goldman, Sachs & Co. on the Calculation Date for
settlement on such Reset Date and at the Final Offer Price (as defined below),
all the Bonds that Goldman, Sachs & Co. purchases pursuant to the Call Option
and tenders for resale to the Final Dealer on such Reset Date. For each
Reference Dealer, the Calculation Agent will request the name of and telephone
and facsimile numbers for one individual to represent such Reference Dealer.
On the sixth Market Day prior to the applicable Reset Date (the "Calculation
Date"), the Calculation Agent will undertake the following actions to
calculate a fixed rate at which interest will accrue on the Bonds from and
including such Reset Date to but excluding the next Reset Date (or, if there
is no subsequent Reset Date, the Final Maturity) (each of these periods, a
"Reset Period"). In paragraphs (a) and (b) below, all references to specific
hours are references to prevailing New York City time, and each notice will be
given telephonically and will be confirmed as soon as possible by facsimile to
each of the Calculation Agent and the Company. The times set forth below are
guidelines for action, and the Calculation Agent will use reasonable efforts
to adhere to these times.
(a) At 12:00 P.M., the Calculation Agent will:
(i) determine (or obtain from Goldman, Sachs & Co., if Goldman, Sachs
& Co. has exercised the Call Option) the approximate two-year U.S.
Treasury bond yield at or about such time, which will be expressed as a
percentage (the "Designated Treasury Yield") and will be based on the
then-current, two-year U.S. Treasury bond (the "Designated Treasury
Bond");
(ii) calculate and provide to the Reference Dealers, on a preliminary
basis, a hypothetical price at which the Bonds might be offered for
sale to a Reference Dealer on the applicable Reset Date (the "Offer
Price"). The Offer Price will be expressed as a percentage of the
principal amount of the Bonds and will equal 100% plus the Margin (as
defined below), if the Treasury Rate Difference (as defined below) is
positive, or 100% minus the Margin, if the Treasury Rate Difference is
negative. The Margin will also be expressed as a percentage of the
principal amount of the Bonds and will equal the present value of the
absolute value of the Treasury Rate Difference applied to four semi-
annual periods (i.e., two years), discounted at the Designated Treasury
Yield divided by two. The "Treasury Rate Difference" means the
percentage (which may be positive or negative) equal to (x) 5.533% (the
"Initial Treasury Yield") minus (y) the Designated Treasury Yield; and
(iii) request each Reference Dealer to provide to the Calculation
Agent, when notified of the Final Offer Price as described in paragraph
(b) below, a firm bid, expressed as a percentage representing an
interest rate spread over the Designated Treasury Yield (the "Spread"),
at which such Reference Dealer would be willing to purchase on such
Calculation Date for settlement on the applicable Reset Date, at the
Final Offer Price, all of the Bonds then outstanding (assuming for this
purpose that the Bonds will remain callable by Goldman, Sachs & Co.
and, if not called, puttable by the holders every two years and will
mature on the Final Maturity, all as described above). Each such firm
bid is to be given on an "all-in" basis and is to remain open for at
least 30 minutes after it is given.
(b) At 12:30 P.M., the Calculation Agent will determine (or obtain from
Goldman Sachs & Co., if Goldman, Sachs & Co. has exercised the Call Option)
the Designated Treasury Yield on a final basis, and calculate and provide
to the Reference Dealers the Offer Price on a final basis (the "Final Offer
Price") and request each Reference Dealer to submit its bid immediately as
described in clause (a)(iii) above. If the Calculation Agent receives at
least two bids, the following will occur:
(i) the Reference Dealer providing the bid representing the lowest
all-in Spread (the "Final Spread") will be the "Final Dealer";
(ii) if Goldman, Sachs & Co. has exercised the Call Option with
respect to the applicable Reset Date, the Final Dealer will be
obligated to purchase from Goldman, Sachs & Co. at the
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<PAGE>
Final Offer Price, for settlement on such Reset Date, all the Bonds
that Goldman, Sachs & Co. purchases pursuant to the Call Option and
tenders for resale to the Final Dealer on such Reset Date (assuming
that the interest rate on the Bonds will be reset so as to equal the
Adjusted Rate (as defined below) during the applicable Reset Period);
as described below, the Final Dealer will not be obligated to purchase
any Bonds if Goldman, Sachs & Co. has not exercised the Call Option;
(iii) the Calculation Agent will calculate and provide to the Company
the "Adjusted Rate," which will be the semi-annual, bond-equivalent,
fixed interest rate on the Bonds required to produce, during the
applicable Reset Period, a semi-annual, bond-equivalent yield on the
Bonds that equals the sum of the Final Spread plus the final Designated
Treasury Yield, assuming that the Bonds are purchased on the applicable
Reset Date at the Final Offer Price and will be repurchased by the
Company at par two years later; and
(iv) the interest rate on the Bonds will be adjusted so as to equal
the Adjusted Rate, effective from and including the applicable Reset
Date to but excluding the next Reset Date (or, if there is no
subsequent Reset Date, the Final Maturity). If Goldman, Sachs & Co. has
not exercised the Call Option and any holder gives an effective Hold
Notice to the Trustee, the Company will promptly give written notice of
the Adjusted Rate to the holder.
As indicated above, all determinations regarding the Designated Treasury Yield
and the Designated Treasury Bond with respect to any Reset Date as described
in clause (a)(i) and the first sentence of clause (b) above will be made by
Goldman, Sachs & Co. if another party is acting as the Calculation Agent,
unless Goldman, Sachs & Co. has elected not to exercise the Call Option with
respect to such Reset Date.
If the Calculation Agent determines that, on the applicable Calculation
Date, (x) a Market Disruption Event (as defined below) has occurred or is
continuing or (y) fewer than two Reference Dealers have provided firm bids in
a timely manner pursuant to participation agreements satisfactory to Goldman
Sachs & Co. substantially as described above (a "Failed Remarketing"), the
steps contemplated above will be taken on the next Market Day on which the
Calculation Agent determines that no Market Disruption Event has occurred or
is continuing and at least two Reference Dealers have provided bids pursuant
to participation agreements satisfactory to Goldman, Sachs & Co. substantially
as contemplated above. If the Calculation Agent determines that a Market
Disruption Event and/or a Failed Remarketing has occurred or is continuing for
at least four consecutive Market Days starting on the applicable Calculation
Date, then Goldman, Sachs & Co. will be deemed not to have exercised the Call
Option, all holders will be deemed to have exercised their Put Options and the
Company will repurchase all the Bonds from the holders on the applicable Reset
Date at the Put Price. In these circumstances, the holders of the Bonds may
not continue to hold the Bonds by giving a Hold Notice. The Calculation Agent
will notify the Company of such determination promptly after the close of
business on such fourth Market Day. The Company will give notice to the
holders that the Bonds will be repurchased by the Company from the holders on
the applicable Reset Date at the Put Price, no later than the second Market
Day prior to the Reset Date in the manner described under "--Certain Notices"
below. If at any time Goldman, Sachs & Co. is not acting as Calculation Agent,
then the determinations and notice to the Company described in this paragraph
will be made and given by Goldman, Sachs & Co.
"Market Disruption Event" means any of the following: (i) a suspension or
material limitation in trading in securities generally on the New York Stock
Exchange or the establishment of minimum prices on such exchange; (ii) a
general moratorium on commercial banking activities declared by either federal
or New York State authorities; (iii) any material adverse change in the
existing financial, political or economic conditions in the United States of
America; (iv) an outbreak or escalation of hostilities involving the United
States of America or the declaration of a national emergency or war by the
United
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<PAGE>
States of America; or (v) any material disruption of the U.S. government
securities market, U.S. corporate bond market and/or U.S. federal wire system.
There is no assurance that the Calculation Agent will receive at least two
qualifying bids from Reference Dealers in connection with any particular Reset
Date. All determinations regarding Market Disruption Events and Failed
Remarketings, including whether or not any event has occurred or is
continuing, will be made by the Calculation Agent (or Goldman, Sachs & Co., as
applicable) in its sole discretion.
If Goldman, Sachs & Co. has not exercised the Call Option with respect to
the applicable Reset Date, the Final Dealer will not be obligated to purchase
Bonds from any holder, and no holder will be obligated to sell Bonds to the
Final Dealer. Consequently, in deciding whether to give a Hold Notice with
respect to any Reset Date, holders should not assume that any dealer will be
prepared to purchase their Bonds at the Final Offer Price or otherwise.
All determinations made by the Calculation Agent (or Goldman, Sachs & Co.)
regarding the matters described above will be final, conclusive and binding on
all concerned and will not give rise to any liability on the part of the
Calculation Agent (or Goldman, Sachs & Co.), the Trustee or the Company.
SETTLEMENT ON EXERCISE OF THE PUT AND CALL OPTIONS
If the Call Option is exercised, then, on the applicable Reset Date, all
beneficial interests in the Bonds will be transferred to a DTC account
designated by Goldman, Sachs & Co. The transfers will be made automatically,
without any action on the part of any beneficial owner, by book entry through
DTC. Goldman, Sachs & Co. will be obligated to make payment of the Face Value
of the Bonds to DTC, for credit to the accounts of the DTC participants
through which beneficial interests in the Bonds are held, by the close of
business on the applicable Reset Date. Each transfer will be made against the
corresponding payment, and each payment will be made against the corresponding
transfer, in accordance with applicable DTC procedures. If Goldman, Sachs &
Co. fails to pay the Face Value of the Bonds on the applicable Reset Date, the
Call Option will be deemed not to have been exercised and the Put Option will
be deemed to have been exercised with respect to all of the outstanding Bonds.
In these circumstances, the holders of the Bonds may not continue to hold the
Bonds by giving Hold Notices, and the Company will be obligated to pay, not
later than two Business Days following the applicable Reset Date, the Put
Price for the Bonds (plus accrued interest from the applicable Reset Date to
the date payment is made), with settlement occurring as described in the next
paragraph. In any event, the Company will remain obligated to make payment of
accrued and unpaid interest due on the Bonds, with interest payable on the
applicable Reset Date being payable to the holders of record on the
corresponding Interest Payment Record Date, as provided in the Bonds and in
the Indenture.
If the Put Option is exercised, then, on the applicable Reset Date, all
beneficial interests in the Bonds to be purchased will be transferred to a DTC
account designated by the Company. The transfers will be made automatically,
without any action on the part of any beneficial owner, by book entry through
DTC. The Company will be obligated to make payment of the Put Price of the
relevant Bonds to DTC, for credit to the accounts of the DTC participants
through which beneficial interests in these Bonds are held, by the close of
business on the applicable Reset Date. Each transfer will be made against the
corresponding payment, and each payment will be made against the corresponding
transfer, in accordance with applicable DTC procedures. If the Company fails
to pay the Put Price of the relevant Bonds on the applicable Reset Date,
accrued interest from the Reset Date to the date the payment is made will be
payable as part of the Put Price. With respect to all the Bonds, whether or
not purchased pursuant to the Put Option, the Company will remain obligated to
make payment of accrued and unpaid interest due on the Bonds, with interest
payable on the applicable Reset Date
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<PAGE>
being payable to the holders of record on the corresponding Interest Payment
Record Date, as provided in the Bonds and in the Indenture.
The transactions described above will be executed on the applicable Reset
Date through DTC in accordance with the procedures of DTC, and the accounts of
the respective DTC participants will be debited and credited and the Bonds
delivered by book entry as necessary to effect the purchases and sales
thereof. The transactions will settle in immediately available funds through
DTC's Same-Day Funds Settlement System.
The settlement procedures described above, including those for payment for
and delivery of Bonds purchased by Goldman, Sachs & Co. or the Company on any
Reset Date, may be modified, notwithstanding any contrary terms of the
Indenture, to the extent required by DTC or, if the book-entry system is no
longer available for the Bonds at the relevant time, to the extent required to
facilitate these transactions in Bonds in certificated form. In addition,
Goldman, Sachs & Co. and the Company may, notwithstanding any contrary terms
of the Indenture, modify the settlement procedures referred to above in order
to facilitate the settlement process.
Under the terms of the Bonds, the Company has agreed that, notwithstanding
any provision to the contrary set forth in the Indenture, (i) it will use its
best efforts to maintain the Bonds in book-entry form with DTC or any
successor thereto and to appoint a successor depositary to the extent
necessary to maintain the Bonds in book-entry form and (ii) it will waive any
discretionary right it otherwise may have under the Indenture to cause the
Bonds to be issued in certificated form.
For further information with respect to payments, transfers and settlement
through DTC, see "--Global Securities" below.
GLOBAL SECURITIES
Upon original issuance, the Bonds will be represented by one or more global
securities (the "Global Securities") having an aggregate principal amount
equal to that of the Bonds represented thereby. Each Global Security will be
deposited with, or on behalf of, The Depository Trust Company, as depositary
(the "Depository"), and registered in the name of Cede & Co., a nominee of the
Depository. The Global Securities will bear legends regarding the restrictions
on exchanges and registration of transfer thereof referred to below and any
other matters as may be provided for by the Indenture.
The Depository has advised the Company as follows: The Depository is a
limited-purpose trust company organized under the Banking Law of the State of
New York, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of section 17A of the Securities
Exchange Act of 1934. The Depository was created to hold securities of its
participants and to facilitate the clearance and settlement of securities
transactions among its participants in such securities through electronic
book-entry changes in accounts of the participants, thereby eliminating the
need for physical movement of securities certificates. The Depository's
participants include securities brokers and dealers (including the
Underwriters), banks, trust companies, clearing corporations and certain other
organizations, some of whom (and/or their representatives) own the Depository.
Access to the Depository's book-entry system is also available to others, such
as banks, brokers, dealers and trust companies that clear through or maintain
a custodial relationship with a participant, either directly or indirectly.
Notwithstanding any provision of the Indenture or the Bonds described
herein, no Global Security may be exchanged in whole or in part for Bonds
registered, and no transfer of a Global Security in whole or in part may be
registered, in the name of any Person other than the Depository for such
S-10
<PAGE>
Global Security or any nominee of the Depository unless (i) the Depository has
notified the Company that it is unwilling or unable to continue as Depository
for the Global Security or has ceased to be qualified to act as such as
required pursuant to the Indenture or (ii) there shall have occurred and be
continuing an Event of Default with respect to the Bonds represented by such
Global Security. All Bonds issued in exchange for a Global Security or any
portion thereof will be registered in such names as the Depository may direct.
As long as the Depository, or its nominee, is the registered holder of a
Global Security, the Depository or such nominee, as the case may be, will be
considered the sole owner and holder of such Global Security and the Bonds
represented thereby for all purposes under the Bonds and the Indenture. Except
in the limited circumstances referred to above, owners of beneficial interests
in a Global Security will not be entitled to have such Global Security or any
Bonds represented thereby registered in their names, will not receive or be
entitled to receive physical delivery of certificated Bonds in exchange
therefor and will not be considered to be the owners or holders of such Global
Security or any Bonds represented thereby for any purpose under the Bonds or
the Indenture. All payments of principal of and interest on a Global Security
will be made to the Depository or its nominee, as the case may be, as the
holder thereof. The laws of some jurisdictions require that certain purchasers
of securities take physical delivery of such securities in definitive form.
These laws may impair the ability to transfer beneficial interests in a Global
Security.
Ownership of beneficial interests in a Global Security will be limited to
institutions that have accounts with the Depository or its nominee
("participants") and to persons that may hold beneficial interests through
participants. In connection with the issuance of any Global Security, the
Depository will credit, on its book-entry registration and transfer system,
the respective principal amounts of Bonds represented by the Global Security
to the accounts of its participants. Ownership of beneficial interests in a
Global Security will be shown only on, and the transfer of those ownership
interests will be effected only through, records maintained by the Depository
(with respect to participants' interests) or any such participant (with
respect to interests of persons held by such participants on their behalf).
Payments, transfers, exchanges, notices and others matters relating to
beneficial interests in a Global Security may be subject to various policies
and procedures adopted by the Depository from time to time. None of the
Company, the Trustee, the Calculation Agent (or Goldman, Sachs & Co.) or any
of their respective agents will have any responsibility or liability for any
aspect of the Depository's or any participant's records relating to, or for
payments or notices on account of, beneficial interests in a Global Security,
or for maintaining, supervising or reviewing any records relating to such
beneficial interests.
CERTAIN NOTICES
With respect to any Bonds represented by a Global Security, Call Notices,
10% Requirement Notices and any other notices to be given to the holders of
the Bonds will be deemed to have been duly given to the holders when given to
DTC, or its nominee, in accordance with DTC's policies and procedures. The
Company believes that DTC's practice is to inform its participants of any such
notice it receives, in accordance with its policies and procedures. Persons
who hold beneficial interests in the Bonds through DTC or its direct or
indirect participants may wish to consult with them about the manner in which
notices and other communications relating to the Bonds may be given and
received through the facilities of DTC. Neither the Company, the Calculation
Agent (nor Goldman, Sachs & Co.) nor the Trustee will have any responsibility
with respect to those policies and procedures or for any notices or other
communications among DTC, its direct and indirect participants and the
beneficial owners of the Bonds in global form.
With respect to any Bonds not represented by a Global Security, Call
Notices, 10% Requirement Notices and any other notices to be given to the
holders of the Bonds will be deemed to have been duly given to the holders
upon the mailing of such notices to the holders at their respective addresses
S-11
<PAGE>
as they appear on the Bond register maintained by the Company or its agent as
of the close of business preceding the day notice is given.
Neither the failure to give any notice nor any defect in any notice given to
a particular holder will affect the sufficiency of any notice given to another
holder.
Hold Notices may be given by a holder to the Trustee only by facsimile
transmission or by mail and MUST ACTUALLY BE RECEIVED by the Trustee at the
following address no later than 10:00 A.M., New York City time, on the seventh
Market Day prior to the applicable Reset Date:
The First National Bank of Chicago
One North State Street, 9th Floor
Chicago, Illinois 60602
Attention: Corporate Trust Administration
Facsimile no.: (312) 407-1708
Hold Notices may be given with respect to a Bond only by the registered holder
of the Bond. Therefore, in the case of any beneficial interest in a Bond
represented by a Global Security, a Hold Notice must be given by DTC or its
agent, and any owner of a beneficial interest that wants a Hold Notice to be
given with respect to the interest will need to make arrangements with DTC
and/or the applicable direct or indirect participants for the notice to be
given in a timely manner.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
There is no specific authority concerning the U.S. federal income tax
treatment of the Bonds, and there can be no assurance that the Internal
Revenue Service will seek to treat the Bonds in the manner described below.
Prospective purchasers should consult their own tax advisors regarding any
uncertainties in the tax treatment of the Bonds.
The following is a discussion of some ways in which the United States
federal income tax consequences of ownership of a Bond may differ from the
consequences of ownership of conventional bonds. It does not deal with all
aspects of the tax consequences of the ownership of Bonds, however. The
discussion is based on current provisions of the Internal Revenue Code of
1986, as amended, Treasury Regulations, current administrative pronouncements
of the Internal Revenue Service and judicial decisions now in effect, all of
which are subject to change at any time, possibly with retroactive effect.
The following summary deals only with Bonds held as capital assets by a
beneficial owner who purchases the Bonds in the initial public offering at
their original issue price and who or that is (i) a citizen or resident of the
United States, (ii) a domestic corporation, (iii) an estate the income of
which is subject to U.S. federal income taxation regardless of its source, or
(iv) a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more U.S. persons
have the authority to control all substantial decisions of such trust (a "US
Holder"). It does not discuss the rules that may apply to special classes of
US Holders such as life insurance companies, banks, tax-exempt organizations,
dealers in securities or traders in securities that elect mark-to-market
accounting, persons that hold the Bonds as a hedge or hedged against interest
rate risks or as part of a "straddle" or "conversion" transaction, or persons
whose functional currency is not the U.S. dollar. This summary also assumes
that the Bonds will be issued for an amount equal to their principal amount.
In general, a US Holder will only include in income the interest actually
received on a Bond. Moreover, it would probably be reasonable for such a US
Holder to account for income from a Bond as if the US Holder had purchased,
for the amount paid for the Bond, a bond that pays interest at a fixed rate
equal to the fixed rate set forth on the cover page that is due to mature on
the first Reset Date.
S-12
<PAGE>
A US Holder might be required, however, to include interest in income from a
Bond as "original issue discount", rather than as "qualified stated interest".
The practical consequence of this would be that a holder who otherwise
accounts for the receipt of interest income on a cash basis would be required
to account for interest from the Bond on an accrual basis (i.e., in the case
of an interest period straddling a year-end, a holder would be required to
include interest in income in the year in which the interest accrued, rather
than the year in which interest was received). The US Holder would also not be
entitled to rely on the original issue discount "de minimus" to ignore a de
minimus excess of principal amount over the original issue price.
A US Holder might also be treated as having (i) purchased a Bond for an
amount equal to its fair market value on the original issue date, and (ii)
effectively sold the Call Option to Goldman Sachs & Co. for an amount equal to
the excess of such fair market value over the principal amount of the Bond
(the "Premium"). However, a US Holder that purchased a Bond for an amount
equal to its principal amount would not therefore recognize net gain or loss
upon the exercise of the Put Option or Call Option, assuming that the holder
had not made an election to amortize bonds purchased at a premium.
If the holder had made an election to amortize bonds purchased at a premium,
the holder might effectively be able to reduce interest income accrued over
the life of the Bond by an amount not in excess of the Premium. Such
"amortization" of the Premium would reduce the holders' basis in the Bond,
however, and the holder would therefore recognize an offsetting capital gain
equal to the amount of such amortization when the holder disposed of the Bond
pursuant to the Put Option or the Call Option.
The Bonds might also be subject to certain rules governing the treatment of
bonds providing for contingent payments. The practical consequence is that
gain from the sale of a Bond would be treated as ordinary income, rather than
as capital gain, and a US Holder would likewise be permitted to treat loss
from the sale of a Bond as ordinary loss, rather than capital loss, to the
extent not in excess of previously accrued interest income. Gain from the sale
of a Bond might also be treated, in whole or in part, as ordinary income under
certain rules relating to "conversion transactions", or as short-term capital
gain by operation of certain rules relating to "straddles".
A US Holder might be able to avoid the treatments described in the three
preceding paragraphs by electing to treat the Bond and the Call Option as a
single instrument for U.S. tax purposes under the "integration" rules of
Treas. Reg. Section 1.1275-6. US Holders should consult their tax advisors
concerning satisfaction of the identification requirements for making this
election, which are set out in Treas. Reg. Section 1.1276-6(e). These
requirements must be satisfied on or before the date on which the US Holder
acquires the Bond.
S-13
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in the Pricing Agreement
(which incorporates by reference the terms of the Underwriting Agreement), the
Company has agreed to sell to each of the Underwriters named below, and each
of the Underwriters has severally agreed to purchase, the principal amount of
the Bonds set forth opposite its name below.
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
UNDERWRITER OF BONDS
----------- ----------------
<S> <C>
Goldman, Sachs & Co. ....................................... $325,000,000
Lehman Brothers Inc. ....................................... 125,000,000
Artemis Capital Group, Inc. ................................ 25,000,000
The Williams Capital Group, L.P............................. 25,000,000
============
Total..................................................... $500,000,000
</TABLE>
Under the terms and conditions of the Pricing Agreement, the Underwriters
are committed to take and pay for all of the Bonds, if any are taken.
The Underwriters propose to offer the Bonds in part directly to the public
at the initial public offering price set forth on the cover page of this
Prospectus Supplement and in part to certain securities dealers at such price
less a concession of 0.150% of the principal amount of the Bonds. The
Underwriters may allow, and such dealers may reallow, a concession not to
exceed 0.125% of the principal amount of the Bonds to certain brokers and
dealers. After the Bonds are released for sale to the public, the offering
price and other selling terms may from time to time be varied by the
Underwriters.
The Bonds are a new issue of securities with no established trading market.
The Company has been advised by the Underwriters that the Underwriters intend
to make a market in the Bonds but are not obligated to do so and may
discontinue market making at any time without notice. No assurance can be
given as to the liquidity of the trading market for the Bonds.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
In consideration of the Call Option it will receive with respect to the
Bonds as described herein, Goldman, Sachs & Co. will pay the Company an amount
equal to 4.018% of the principal amount of the Bonds. This payment will be
made when the Underwriters pay the purchase price for the Bonds.
In connection with the offering, the Underwriters may purchase and sell the
Bonds in the open market. These transactions may include over-allotment and
stabilizing transactions and purchases to cover short positions created by the
Underwriters in connection with the offering. Stabilizing transactions consist
of certain bids or purchases for the purpose of preventing or retarding a
decline in the market price of the Bonds; and short positions created by the
Underwriters involve the sale by the Underwriters of a greater number of Bonds
than they are required to purchase from the Company in the offering. The
Underwriters also may impose a penalty bid, whereby selling concessions
allowed to broker-dealers in respect of the Bonds sold in the offering may be
reclaimed by the Underwriters if the Bonds are repurchased by the Underwriters
in stabilizing or covering transactions. These activities may stabilize,
maintain or otherwise affect the market price of the Bonds, which may be
higher than the price that might otherwise prevail in the open market, and
these activities, if commenced, may be discontinued at any time. These
transactions may be effected in the over-the-counter market or otherwise.
VALIDITY OF THE BONDS
The validity of the Bonds offered hereby will be passed upon for the Company
by Hughes & Luce, L.L.P., Dallas, Texas, and for the Underwriters by Sullivan
& Cromwell, New York, New York.
S-14
<PAGE>
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 June 2, 1998.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................................................... 3
Incorporation of Certain Documents by Reference......................... 4
The Company............................................................. 5
Ratio of Earnings to Fixed Charges...................................... 5
Use of Proceeds......................................................... 5
Description of the Debt Securities...................................... 6
Certain Income Tax Considerations....................................... 10
Plan of Distribution.................................................... 11
Legal Matters........................................................... 11
Experts................................................................. 12
Special Note Regarding Forward-Looking Statements....................... 13
</TABLE>
2
<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.
3
<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.
4
<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.
5
<PAGE>
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.
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
6
<PAGE>
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.
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
7
<PAGE>
(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, 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.
8
<PAGE>
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).
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).
9
<PAGE>
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 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.
10
<PAGE>
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 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.
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<PAGE>
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 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.
12
<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.
13
<PAGE>
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NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION
OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS
SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS, AND IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN
THE SECURITIES DESCRIBED IN THE PROSPECTUS SUPPLEMENT OR AN OFFER TO ANY
PERSON IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY
SALE MADE HEREUNDER OR THEREUNDER SHALL UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF OR THAT THE INFORMATION HEREIN OR THEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Use of Proceeds............................................................ S-3
Capitalization ............................................................ S-3
Description of Bonds ...................................................... S-4
Certain Federal Income Tax Considerations ................................. S-12
Underwriting .............................................................. S-14
Validity of the Bonds ..................................................... S-14
PROSPECTUS
Available Information ..................................................... 3
Incorporation of Certain Documents by Reference ........................... 4
The Company ............................................................... 5
Ratio of Earnings to Fixed Charges......................................... 5
Use of Proceeds ........................................................... 5
Description of the Debt Securities ........................................ 6
Certain Income Tax Considerations.......................................... 10
Plan of Distribution ...................................................... 11
Legal Matters ............................................................. 11
Experts ................................................................... 12
Special Note Regarding Forward-Looking Statements.......................... 13
</TABLE>
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$500,000,000
WAL-MART STORES, INC.
PUTTABLE RESET SECURITIES PURS SM
DUE JUNE 1, 2018
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PROSPECTUS SUPPLEMENT
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GOLDMAN, SACHS & CO.
LEHMAN BROTHERS
ARTEMIS CAPITAL GROUP, INC.
THE WILLIAMS CAPITAL GROUP, L.P.
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