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Filed Pursuant to 424(b)(3)
Registration No. 333-2089
PROSPECTUS
WAL-MART STORES, INC.
SHAREHOLDER INVESTMENT PROGRAM
Wal-Mart Stores, Inc. ("Wal-Mart" or the "Company") hereby offers
participation in its Shareholder Investment Program (the "Program"). The
Program is designed to provide shareholders of record and other investors who
choose to become shareholders of record with a convenient and economical way to
purchase shares of Wal-Mart's Common Stock, par value $.10 per share ("Common
Stock"), and to reinvest at no cost all or a portion of their cash dividends in
additional shares of Common Stock. Other key features of the Program include
the following:
. Persons who are not shareholders may enroll either by investing as
little as $250 or by authorizing automatic monthly withdrawals
("Automatic Investments") of at least $25.
. Shareholders of record who hold 200 shares or less of Common Stock
will be automatically enrolled in the Program and will have all cash
dividends reinvested in additional shares of Common Stock unless such
shareholders affirmatively elect to receive cash dividends.
Shareholders who elect to receive cash dividends will receive such
dividends, as declared, in the usual manner.
. Shareholders of record who hold more than 200 shares of Common Stock
may enroll by electing to reinvest all or a portion of their cash
dividends in additional shares of Common Stock and/or by making an
optional cash investment of $50 or more and/or by authorizing monthly
Automatic Investments of $25.
. Once enrolled, a participant may make optional investments of $50 or
more, up to a maximum of $150,000 per year, through the Program.
. Participants may buy shares in whole dollar amounts rather than a
specified quantity of shares. A participant's account is credited
with the appropriate number of full and fractional shares.
. All sale orders are processed daily and purchase orders are processed
daily when practicable or at least once every five business days.
. Transaction fees are lower than the commissions and fees typically
charged by a stockbroker.
. Participants can make additional purchases periodically. The
investment amount can be automatically deducted from a participant's
bank account or it can be submitted by mail.
. Participants can deposit their stock certificates for safekeeping at
no cost. A participant may request a certificate for whole shares at
any time, also at no cost.
. Participants can transfer shares or make gifts of Common Stock at no
charge.
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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 COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
________________________
The date of this Prospectus is May 15, 1998
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy and information statements and other information
with the Securities and Exchange Commission (the "Commission"). Copies of such
materials can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, upon payment of prescribed
rates. In addition, such reports, proxy statements and other information can be
inspected and copied at the public reference facility referenced above and at
the Commission's regional offices at 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and 7 World Trade Center, 13th Floor, New York, New
York 10048. Such reports, proxy statements and other information concerning the
Company can also be inspected and copied at the New York Stock Exchange, 20
Broad Street, New York, New York 10005 and the Pacific Stock Exchange, 301 Pine
Street, San Francisco, California 94104. In addition, the Commission maintains
a site on the World Wide Web that contains reports, proxy and information
statements and other information filed electronically by the Company with the
Commission which can be accessed over the Internet at http://www.sec.gov.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information, reference is hereby made to the Registration Statement. The
Registration Statement may be inspected without charge at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and copies thereof may be obtained from the Commission upon payment
of prescribed rates.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed with the Commission (File No. 1-6991)
pursuant to the Exchange Act are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1998;
2. The Company's Current Report on Form 8-K dated February 4, 1998;
3. The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the Commission on October 26,
1971, and including any other amendment or report filed for the purpose of
updating such description of the Common Stock; and
4. All other documents filed by the Company pursuant to Section
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 this offering.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for all purposes to the extent that
a statement contained in this Prospectus, or in any other subsequently filed
document which is also, or is deemed to be, incorporated by reference, modifies
or replaces such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this Prospectus, except as so modified or
superseded. The Company will provide without charge to each person to whom this
Prospectus has been delivered, on written or oral request of such person, a copy
(without exhibits, unless such exhibits are specifically incorporated by
reference into such documents) of any or all documents incorporated by reference
in this Prospectus. Requests for such copies should be addressed 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.
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WAL-MART STORES, INC. SHAREHOLDER INVESTMENT PROGRAM
The following is a complete statement of the Program.
PURPOSE
The purpose of the Program is to provide shareholders of record and other
investors who choose to become shareholders of record with a convenient and
economical way to purchase shares of Common Stock and to reinvest at no cost all
or a portion of their cash dividends in additional shares of Common Stock.
ADVANTAGES TO PARTICIPANTS
. In addition to reinvestment of dividends, participants may invest
additional funds in Common Stock through optional cash payments of up
to $150,000 per year. Optional investments may be made by check, money
order or by electronic funds transfer from a predesignated bank
account. Optional investments may be made occasionally or at regular
intervals, as the participant desires.
. Funds invested in the Program, less applicable fees and commissions,
are fully invested through the purchase of fractions of shares, as
well as full shares, and proportionate cash dividends on fractions of
shares are used to purchase additional shares.
. Persons not presently owning shares of Common Stock may become
participants by making a minimum initial investment of $250 to
purchase shares under the Program or by authorizing monthly Automatic
Investments of at least $25.
. Participants may direct the Administrator (as defined below) to
transfer, at any time and at no cost to the participant, all or a
portion of the participant's shares held under the Program to a
Program account for another person.
. The Program offers a "share safekeeping" service whereby participants
may deposit their Common Stock certificates with the Program's
Administrator and have their ownership of such Common Stock maintained
on the Administrator's records as part of their Program account.
. Statements are mailed to each participant listing all transactions in
the participant's account.
DISADVANTAGES TO PARTICIPANTS
Since shares of Common Stock are purchased by the Administrator or its
representative on specified dates and are sold on dates determined by the
Administrator or its representative when the Administrator processes a request
for sale, participants have no control over the prices at which shares of Common
Stock are purchased or sold for their accounts. Therefore, participants bear the
risk of fluctuations in the market price of the Common Stock. See "Investment
Dates," "Withdrawal and Termination," and "Sale of Shares." Furthermore, each
participant will be assessed administrative fees and brokerage commissions on
purchases (other than dividend reinvestments) and sales of shares for his or her
account, although such fees and commissions are lower than those typically
charged by a stockbroker. See "Service Fees."
NO INTEREST WILL BE PAID ON FUNDS HELD BY THE ADMINISTRATOR PENDING
INVESTMENT IN THE PROGRAM.
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ADMINISTRATION
First Chicago Trust Company of New York (the "Administrator") will
administer the Program, purchase and hold shares of Common Stock acquired under
the Program, keep records, send statements of account activity to participants,
and perform other duties related to the Program. Participants may contact the
Administrator by telephoning the Administrator toll free at 1-800-438-6278, as
follows:
Shareholder customer service: 1-800-438-6278
Normal hours: 8:00 a.m. - 5:00 p.m. Central time, each business day;
Non-shareholder requests for information about the Program: 1-800-438-6278
Normal hours: 8:00 a.m. - 9:00 p.m. Central time, each business day;
Automated sale of shares and customer information: 1-800-438-6278
Normal hours: 8:00 a.m. - 9:00 p.m. Central time, each business day;
Saturday: 8:00 a.m. - 2:30 p.m. Central time;
Participants may contact the Administrator in writing at the following address:
Wal-Mart Shareholder Services
c/o First Chicago Trust Company
P.O. Box 2540
Jersey City, N.J. 07303-2540
Written communications may also be sent to the Administrator by telefax at 1-
312-407-1650.
ELIGIBILITY
Any person or entity, whether or not a holder of record of shares of Common
Stock, is eligible to participate in the Program, provided that (i) such person
or entity chooses to be a shareholder of record, (ii) fulfills the prerequisites
for participation described below under "Enrollment Procedures," and (iii) in
the case of citizens or residents of a country other than the United States, its
territories, and possessions, participation would not violate local laws
applicable to the Company or the participant.
ENROLLMENT PROCEDURES
Shareholders
Shareholders who hold 200 shares or less of Common Stock registered
directly in their name will be automatically enrolled in the Program and will
have all cash dividends reinvested in additional shares of Common Stock and will
have no right to have any portion of such dividends paid in cash. Provided,
however, such shareholders may elect to receive only cash dividends in lieu of
having all dividends automatically reinvested under the Program. Accordingly,
any such shareholder who desires to receive only cash dividends should
immediately forward to the Administrator, a completed and signed Special Request
Form or Enrollment Authorization Form, as the case may be, with the election
made to receive only cash dividends. By so doing a participant will not have
any dividends automatically reinvested in additional shares of Common Stock.
Furthermore, participants holding 200 shares or less of Common Stock will
receive annual statements providing detail of each quarterly dividend
reinvestment as well as any other transactions during the year. Once a
shareholder becomes automatically enrolled in the Program, such shareholder may
elect at any time to receive only cash dividends by submitting a new Enrollment
Authorization Form to the Administrator. Shareholders who elect to receive cash
dividends will receive such dividends, as declared, in the usual manner.
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Shareholders who hold more than 200 shares of Common Stock registered
directly in their name may join the Program by completing and signing an
Enrollment Authorization Form and returning it to the Administrator. In order
to participate in the Program, such shareholder must (i) elect to reinvest all
or a portion of their cash dividends in additional shares of Common Stock, (ii)
make an optional cash investment of $50 or more, or (iii) authorize Automatic
Investments of $25 per month. See "Initial Investments and Optional Cash
Investments" and "Investment Methods - Automatic Investment." Current registered
shareholders should be sure to sign their names on the Enrollment Authorization
Form exactly as they appear on their certificates.
Non-shareholders
Eligible investors may join the Program by returning a completed Initial
Investment Form to the Administrator. To enroll, investors must make an initial
investment of at least $250 or authorize Automatic Investments of at least $25
per month. See "Initial Investments and Optional Cash Investments" and
"Investment Methods--Automatic Investment."
"Street Name" Holders
Owners of shares of Common Stock held on their behalf by a bank, broker,
trustee or other agent may join the Program by registering one or more shares of
Common Stock directly in their names and by returning a completed Enrollment
Authorization Form to the Administrator. See "Transfer of Shares from Street
Name." Once the shares of Common Stock are registered directly in the name of
the owner, the owner may participate in the Program by following the guidelines
described above under the subsection "Shareholders."
Enrollment Authorization and Initial Investment Forms will be processed as
promptly as practicable. Participation in the Program will begin after the
properly completed form has been reviewed and accepted by the Administrator.
PARTICIPANTS MAY BE REQUIRED TO PAY CERTAIN FEES IN CONNECTION WITH THE
PROGRAM. SEE "SERVICE FEES."
TRANSFER OF SHARES FROM STREET NAME
Beneficial owners whose shares are registered in the name of a bank, a
broker, a trustee or other agent may participate in the Program with respect to
such shares by either (i) transferring such shares to a Program account by
directing their agent (e.g., their bank, broker or trustee) to register the
shares directly in their name and having the agent deliver a certificate to them
or (ii) instructing their agent to transfer the shares to the Administrator to
be deposited into the Program for "share safekeeping" for credit to the
participant's account. See "Share Safekeeping and Insured Certificate
Mailings."
INVESTMENT DATES
The Program's "Investment Dates" generally will commence on (i) the cash
dividend payment date, (ii) a daily basis as investments are received by the
Administrator or (iii) in any event, a date not later than five business days
after such investment is received by the Administrator. Should an Investment
Date fall on a date where the New York Stock Exchange is not open, the
Investment Date will be on the next succeeding date on which the New York Stock
Exchange is open.
INITIAL INVESTMENTS AND OPTIONAL CASH INVESTMENTS
Initial investments, for those who are not shareholders of record, must be
at least $250, in the form of a personal check or money order, or Automatic
Investment of at least $25, and must be included with the completed Initial
Investment Form returned to the Administrator.
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Participants may make optional cash investments by personal check or
automatic deduction from a bank account. Optional cash investments must be at
least $50 if by check, $25 if by automatic deduction from a bank account, for
any single investment and may not exceed $150,000 per year. There is no
obligation to make an optional cash investment at any time, and the amount of
such investments may vary from time to time.
Initial investments and optional cash investments received by the
Administrator will generally be invested on a daily basis as such investments
are received by the Administrator. In any event, such investments will be
invested not later than five business days after they are received by the
Administrator. Upon a participant's written request received by the
Administrator no later than two business days prior to the next Investment Date,
an initial investment or optional cash investment not already invested under the
Program will be canceled or returned to the participant, as appropriate.
However, no refund of a check or money order will be made until the funds have
been actually received by the Administrator. Accordingly, such refunds may be
delayed by up to three weeks. All initial investments and optional cash
investments are subject to collection by the Administrator for full face value
in U.S. funds.
NO INTEREST WILL BE PAID ON AMOUNTS HELD BY THE ADMINISTRATOR PENDING
INVESTMENT.
INVESTMENT METHODS
Check Investment
Initial investments and optional cash investments may be made by personal
check or money order payable in U.S. dollars to "FCT-Wal-Mart." Optional cash
investments should be mailed to the Administrator together with the Cash
Investment Form attached to each statement of account sent to participants.
Additional Cash Investment Forms are available upon request from the
Administrator.
Automatic Investment
Participants may make monthly Automatic Investments of a specified amount
(not less than $25 per purchase nor more than $150,000 per year) by electronic
funds transfer from a predesignated U.S. bank account.
To initiate automatic monthly deductions, the participant must complete and
sign an Automatic Monthly Deduction Form and return it to the Administrator
together with a voided blank check or a savings deposit slip for the account
from which funds are to be drawn. Automatic Monthly Deduction Forms may be
obtained from the Administrator. Forms will be processed and will become
effective as promptly as practicable.
Once automatic monthly deduction is initiated, funds will be drawn from the
participant's designated bank account on either the first or the 15th day of
each month, or both (as chosen by the participant), or the next business day if
either the first or the 15th day is not a business day and will be invested in
Common Stock beginning on the next Investment Date.
Participants may change or terminate monthly Automatic Investments by
completing and submitting to the Administrator a new Automatic Monthly Deduction
Form. To be effective with respect to a particular Investment Date, however,
the new Automatic Monthly Deduction Form must be received by the Administrator
at least six business days preceding such Investment Date.
DIVIDEND OPTIONS
Reinvestment of Cash Dividends
Participants who hold 200 shares or less of Common Stock will have all cash
dividends reinvested in additional shares of Common Stock and will have no right
to have any portion of such dividends paid in cash unless they affirmatively
elect to receive cash dividends. Participants who hold more than 200 shares of
Common Stock may
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elect to reinvest all or a portion of their cash dividends in additional shares
of Common Stock by designating their election on the Enrollment Authorization
Form. Participants electing partial reinvestment of cash dividends must
designate the number of whole shares for which they want to receive cash
dividends. Dividends paid on all other shares registered in the participant's
name and/or held for the participant under the Program will be reinvested in
additional shares of Common Stock.
Reinvestment levels for shareholders with more than 200 shares may be
changed from time to time as a participant desires by submitting a new
Enrollment Authorization Form to the Administrator. To be effective with
respect to a particular Common Stock dividend, any such change must be received
by the Administrator on or before the record date for such dividend. The record
date is usually about two weeks prior to the payment of the dividend.
Once a participant elects reinvestment, cash dividends paid on all or part
of the shares of Common Stock registered in the participant's name and/or held
for the participant under the Program will be reinvested in additional shares of
Common Stock. If an eligible participant has specified partial reinvestment,
that portion of such dividend payment not being reinvested will be sent to the
participant by check in the usual manner.
Cash Dividends
Participants with more than 200 shares may elect to receive all or part of
their dividends in cash. A check for the full or partial dividend amount, as
appropriate, will be issued. Elections to receive dividends in cash may be
changed from time to time as a participant desires by submitting a new
Enrollment Authorization Form to the Administrator.
PARTICIPANTS MAY BE REQUIRED TO PAY CERTAIN FEES IN CONNECTION WITH THE
PURCHASE OF SHARES OF COMMON STOCK UNDER THE PROGRAM. SEE "SERVICE FEES."
WITHDRAWAL AND TERMINATION
A participant may withdraw from the Program at any time by giving written
or telephonic instructions to the Administrator. However, if the request for
withdrawal is received on or after a Record Date, the Administrator, in its sole
discretion, may either pay the dividend in cash or reinvest it in shares of
Common Stock under the Program. If such dividend is reinvested, the
Administrator may sell shares purchased and remit the proceeds to the
participant, less brokerage commissions, any administrative fee and any other
costs of the sale.
Any optional cash investments which had been sent to the Administrator will
be invested unless the return of the amount is expressly requested in the
request for withdrawal and the request is received by the Administrator at least
two business days prior to the Investment Date applicable to that optional cash
purchase.
Upon withdrawal from the Program, a certificate for the whole shares held
in the Program for the participant will be issued. Alternatively, a participant
may specify in the withdrawal notice that all or a portion of his or her whole
shares be sold. The Administrator will make the sale as promptly as practicable
after receipt of the withdrawal notice, and the participant will receive a check
for the proceeds, less an administrative fee and related brokerage commissions.
Participants terminating participation in the Program will receive a check
for the cash value of any fractional share held in their Program accounts.
Fractions of shares will be valued at the then current market price, less any
administrative fee and related brokerage commissions.
If notice of withdrawal is received on or after an ex-dividend date but
before the related dividend payment date, the withdrawal will be processed as
described above, and a check for the dividend will be mailed to the participant.
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No optional cash investments may be made after participation in the Program
has been terminated, unless and until the former participant rejoins the Program
which may be accomplished by complying with the enrollment procedures. See
"Enrollment Procedures."
SALE OF SHARES
Participants may request the Administrator to sell any number of whole
shares held in their Program accounts by giving written or telephonic
instructions acceptable to the Administrator. The Administrator will make every
effort to process an order on the day it is received, provided that instructions
are received before 1 p.m. Eastern time, on a business day when the
Administrator and the relevant securities market are open. The proceeds of the
sale, less applicable fees and commission, will be sent to the participant
promptly.
Participants have full control of their shares and can transfer or dispose
of them at any time. Participants may choose to sell shares held for them by
the Administrator through the broker of their choice. Participants choosing to
do so should write or call the Administrator. A certificate will be issued and
mailed to the participant or the participant's broker within two business days
of the Administrator's receipt of the request.
If instructions for the sale of all shares are received on or after an ex-
dividend date but before the related dividend payment date, the sale will be
processed as described above, and a check for the dividends will be mailed to
the participant. A request to sell all shares held in a participant's account
will be treated as a withdrawal from the Program. See "Withdrawal and
Termination."
SOURCE AND PRICE OF SHARES
At Wal-Mart's discretion, to fulfill Program requirements, shares of Common
Stock will be purchased by the Administrator either on the open market or
directly from Wal-Mart. Shares purchased by the Administrator on the open
market may be made on any stock exchange in the U.S. where the Common Stock is
traded, in the over-the-counter market, or by privately negotiated transactions
on such terms as the Administrator may reasonably determine at the time of
purchase. The price of shares purchased on the open market with reinvested
dividends will be the weighted average price of all shares purchased with
reinvested dividends for the relevant Investment Date. The price of shares
purchased on the open market with initial investments, optional cash investments
and monthly Automatic Investments will be the weighted average price (including
brokerage commissions and any other costs of purchase) of all shares purchased
with initial investments, optional cash investments and monthly Automatic
Investments for the relevant Investment Date. The Administrator may also
purchase shares from or sell shares to Wal-Mart, to the extent Wal-Mart makes
shares available either through original issuances or shares held in treasury,
or is willing to purchase shares. The price of shares purchased from or sold to
Wal-Mart will be the average of the high and low sale prices of the Common Stock
as reported on the New York Stock Exchange consolidated tape on the relevant
Investment Date. The Administrator may commingle each participant's funds with
those of other participants for the purpose of executing purchases.
Shares purchased or sold for a participant with respect to a particular
Investment Date will be credited to the participant's account at the average
price per share of all shares purchased or sold, as appropriate, with respect to
that Investment Date.
The Administrator will make every effort to invest funds in Common Stock as
soon as practicable on or after each Investment Date. Shares acquired in the
open market or from private sources will be purchased as soon as practicable by
the Administrator beginning on the relevant Investment Date and in any
unforeseen circumstances, not later than 30 days after the relevant Investment
Date, except where and to the extent necessary under any applicable federal
securities laws or other government or stock exchange regulations. See
"Investment Dates." Shares acquired from Wal-Mart will be purchased for
participants' accounts as of the close of business on the relevant Investment
Date. Dividend and voting rights will commence upon settlement, which is
normally three business days after
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purchase whether from Wal-Mart or any other source. Neither the Company nor any
participant shall have any authority or power to direct the time or price at
which shares may be purchased, or the selection of the broker or dealer through
or from whom purchases are to be made.
SHARE SAFEKEEPING AND INSURED CERTIFICATE MAILINGS
At the time of enrollment in the Program, or at any later time,
participants may use the Program's "share safekeeping" service to deposit any
Common Stock certificates in their possession with the Administrator. Shares
deposited will be transferred into the name of the Administrator or its nominee
and credited to the participant's account under the Program. Thereafter, such
shares will be treated in the same manner as shares purchased through the
Program. By using the Program's share safekeeping service, participants no
longer bear the risk associated with loss, theft or destruction of stock
certificates. Also, because shares deposited with the Administrator are treated
in the same manner as shares purchased through the Program, they may be
transferred or sold through the Program in a convenient and efficient manner.
See "Withdrawal and Termination," "Sale of Shares" and "Gift/Transfer of
Shares."
To insure against loss resulting from mailing participants' certificates to
the Administrator, mail insurance is provided free of charge for certificates
valued at up to $25,000 when mailed first class, using the brown, pre-addressed
envelope provided by the Administrator. Certificates sent to the Administrator
should not be endorsed.
To be eligible for certificate mailing insurance, an individual investor
must observe the following guidelines. Certificates must be mailed in brown,
pre-addressed return envelopes supplied by the Administrator. Certificates
mailed to the Administrator will be insured for up to $25,000 current market
value provided they are mailed first class. The Administrator will promptly
send the participant a statement confirming each deposit of certificates.
Individual investors must notify the Administrator of any claim within thirty
calendar days of the date the certificates were mailed. To submit a claim, an
individual investor must be a current participant or the individual investor's
loss must be incurred in connection with becoming a participant.
In the latter case, the claimant must enroll in the Program at the time the
insurance claim is processed. The maximum insurance protection provided to the
participant is $25,000 and coverage is available only when the certificate(s)
are sent to the Administrator in accordance with the guidelines described above.
Insurance covers the replacement of shares of Common Stock, but in no way
protects against any loss resulting from fluctuations in the value of such
shares from the time the individual mails the certificates until such time as
replacement can be effected.
GIFT/TRANSFER OF SHARES
Shareholders may transfer the ownership of some or all of their Program
shares or shares held in safekeeping by sending the Administrator written,
signed transfer instructions. Signatures must be Medallion Guaranteed by a
financial institution participating in the Medallion Guarantee Program. A
Medallion Signature Guarantee is a signature guarantee by an institution such as
a commercial bank, trust company, securities broker/dealer, credit union, or a
savings institution participating in a Medallion Program approved by The
Securities Transfer Association, Inc. No other form of signature verification
can be accepted. Shares may be transferred to new or existing shareholders.
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SERVICE FEES
Each participant will be assessed an administrative fee and brokerage
commissions on purchases (other than dividend reinvestments) and sales of shares
for his or her account. The current administrative fees and brokerage
commissions are as follows:
ADMINISTRATIVE FEE AND
TRANSACTION BROKERAGE COMMISSION PER TRANSACTION
----------- ------------------------------------
Initial Cash Investment Share Purchase $20.00, plus $0.10 per share
Electronic Funds Transfer $ 1.00, plus $0.10 per share
Sale of Shares $20.00, plus $0.10 per share
Dividend Reinvestment No fees or commissions
Fees for optional cash investments are as follows per transaction:
AMOUNT OF OPTIONAL CASH
INVESTMENT SHARE PURCHASE COMPANY PAYS PARTICIPANT PAYS
- --------------------------- ------------ ---------------------------
$50-$100 $4 $1.00, plus $0.10 per share
$101-$150 $3 $2.00, plus $0.10 per share
$151-$200 $2 $3.00, plus $0.10 per share
$201-$250 $1 $4.00, plus $0.10 per share
$251 or more $0 $5.00, plus $0.10 per share
The administrative fees and the brokerage commissions are subject to change
without further notice to participants. Each transaction will be processed net
of the transaction costs applicable to that transaction. Per share charges
listed above are for each whole or fractional share.
REPORTS TO PARTICIPANTS
Participants holding more than 200 shares of Common Stock who reinvest all
or a portion of their dividends will receive a quarterly statement of year-to-
date activity showing the amount invested, purchase price, the number of shares
purchased, deposited, sold, transferred, withdrawn, total shares accumulated and
other information for each quarter during the year. Participants holding 200
shares or less of Common Stock will receive annual statements providing detail
of each quarterly dividend reinvestment as well as any other transactions during
the year. Any participant may receive account information at any time during
the year upon request from the Administrator. Each participant should retain
these statements so as to be able to establish the cost basis of shares
purchased under the Program for income tax and other purposes. Duplicate
statements will be available from the Administrator for an additional charge.
The Administrator will also send each participant a confirmation promptly
after each optional cash investment, deposit, sale or transfer.
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In addition, each participant will receive copies of the same
communications sent to all other holders of shares of Common Stock, including
Wal-Mart's annual report to shareholders, a notice of the annual meeting and
accompanying proxy statement and Internal Revenue Service ("IRS") information
return, if so required, for reporting dividend income received.
All notices, statements and reports from the Administrator to a participant
will be addressed to the participant at his or her latest address of record with
the Administrator. Therefore, participants must promptly notify the
Administrator of any change of address.
CERTIFICATES FOR SHARES
Shares purchased and held under the Program will be held in safekeeping by
the Administrator in its name or the name of its nominee. The number of shares
(including fractional interests) held for each participant will be shown on each
statement of account. Participants may obtain a certificate for all or some of
the whole shares of Common Stock held in their Program accounts upon written or
telephonic request to the Administrator. Any remaining whole or fractional
shares will continue to be held by the Administrator. Withdrawal of shares in
the form of a certificate in no way affects dividend reinvestment. See
"Investment Methods--Reinvestment of Cash Dividends."
STOCK SPLIT, STOCK DIVIDEND OR RIGHTS OFFERING
Any dividends in Common Stock or split shares distributed by the Company on
shares held by a participant or by the Administrator for a participant's Program
account will be added to the participant's account. If a participant has
elected to receive cash dividends on a portion of his or her shares, the
election will be adjusted proportionately in the event of a stock split.
In the event of a rights offering, the participant will receive rights
based upon the total number of whole shares owned, that is, the total number of
shares registered in the participant's name and the total number of whole shares
held in the participant's Program account.
VOTING OF PROGRAM SHARES
Whole shares held in a Program account may be voted in person or by the
proxy sent to the participant. Fractions of shares will not be voted.
LIMITATION OF LIABILITY
Neither the Company nor the Administrator (nor any of their respective
agents, representatives, employees, officers, directors, or subcontractors) will
be liable in administering the Program for any act done in good faith nor for
any good faith omission to act, including, without limitation, any claim of
liability arising from failure to terminate a participant's account upon such a
participant's death or with respect to the prices or times at which shares are
purchased or sold for participants or fluctuations in the market value of Common
Stock. The participant should recognize that the prices of shares purchased and
sold under the Program will be determined by, and subject to, market conditions,
and neither the Company nor the Administrator can provide any assurance of a
profit or protection against loss on any shares purchased or sold under the
Program. This limitation of liability will not constitute a waiver by any
participant of his or her rights under federal securities laws.
CHANGE OR TERMINATION OF THE PROGRAM
The Company may suspend, modify or terminate the Program at any time in
whole, in part, or in respect of participants in one or more jurisdictions.
Notice of such suspension, modification or termination will be sent to
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all affected participants. No such event will affect any shares then credited to
a participant's account. Upon any whole or partial termination of the Program by
the Company, certificates for whole shares credited to an affected participant's
account under the Program will be issued to the participant, and a cash payment
will be made for any fraction of a share. Fractions of shares will be valued at
the then current market price, less any administrative fee and related brokerage
commissions.
TERMINATION OF A PARTICIPANT
If a participant does not own at least one whole share registered in the
participant's name or held through the Program, the participant's participation
in the Program may be terminated. Wal-Mart may also terminate any participant's
participation in the Program upon written notice mailed to such participant at
the address appearing on the Administrator's records. Participants whose
participation in the Program has been terminated will receive certificates for
whole shares held in their accounts and a check for the cash value of any
fractional share held in their Program accounts. Fractions of shares will be
valued at the then current market price, less any administrative fee and related
brokerage commissions.
WAL-MART STORES, INC.
Wal-Mart, incorporated in Delaware on October 31, 1969, is the largest
retailer in the U.S., as measured in total revenues, and operates in all fifty
states, Puerto Rico, Argentina, Brazil, Canada, Germany and Mexico, and in China
under a joint-venture agreement. At January 31, 1998, the Company had 1,921
Wal-Mart stores, 441 Supercenters, and 443 Sam's Clubs in the U.S., along with
144 Canadian Wal-Mart stores, nine units in Argentina, eight units in Brazil,
three units in China, 21 units in Germany, 402 units in Mexico and 14 units in
Puerto Rico. At January 31, 1997, the Company had 1,960 Wal-Mart stores, 344
Supercenters, and 436 Sam's Clubs in the U.S., along with 136 Canadian Wal-Mart
stores, six units in Argentina, five units in Brazil, two units in China, 152
units in Mexico and 11 units in Puerto Rico. The average size of a domestic
Wal-Mart store is approximately 93,400 square feet with store sizes generally
ranging between 30,000 and 150,000 square feet of building area. The average
size of a Supercenter store is approximately 182,200 square feet. The average
size of a Sam's Club is approximately 120,900 square feet with club sizes
generally ranging between 90,000 and 150,000 square feet of building area.
Additionally, through its subsidiary McLane Company, Inc., Wal-Mart provides
products and distribution services to retail industry and institutional food
service customers.
The mailing address of the Company's principal executive offices is 702
S.W. 8th Street, Bentonville, Arkansas 72716, and its telephone number is (501)
273-4000.
TAX CONSEQUENCES
The Company believes the following is an accurate summary of the federal
income tax consequences of participation in the Program as of the date of this
Prospectus. This summary may not reflect every possible situation that could
result from participation in the Program, and, therefore, participants in the
Program are advised to consult their own tax advisors with respect to the tax
consequences (including federal, state, local and other tax laws and U.S. tax
withholding laws) applicable to their particular situations.
In general, the amount of cash dividends paid by the Company will be
includable in a participant's income even though reinvested under the Program.
In the case of participants in the Program whose dividends are subject to U.S.
backup withholding, the Administrator will reinvest dividends less the amount of
tax required to be withheld. In the case of foreign shareholders whose dividends
are subject to U.S. federal tax withholding, the Administrator will reinvest
dividends less the amount of tax required to be withheld. Each participant will
receive a Form 1099-DIV which reflects the amount of dividends includable in
income.
In the case of reinvested dividends, when the Administrator acquires shares
for a participant's account directly from the Company, the participant must
include in gross income a dividend measured by the fair market value
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of the shares so acquired. Alternatively, when the Administrator purchases
Common Stock for a participant's account on the open market with reinvested
dividends, the amount of the dividend will also include that portion of any
brokerage commissions paid by the Company that are attributable to the purchase
of the participant's shares.
The cost basis for federal income tax purposes of any shares acquired
through the Program will be the purchase price for the shares credited by the
Administrator to the account of the participant as described in the section
entitled "Source and Price of Shares" plus the amount of any brokerage
commissions paid by the Company in respect of such purchase. The quarterly and
annual statements sent to participants will show such amounts paid on their
behalf.
The above rules may not be applicable to certain participants in the
Program, such as tax-exempt entities (e.g., pension funds) and foreign
shareholders. These particular participants should consult their own tax
advisors concerning the tax consequences applicable to their situations.
USE OF PROCEEDS
Wal-Mart will receive proceeds from the purchase of Common Stock pursuant
to the Program only to the extent that such purchases are made directly from
Wal-Mart, and not from open market purchases by the Administrator. If purchases
of Common Stock are made directly from Wal-Mart, Wal-Mart intends to use any net
proceeds from the sales of such shares for general corporate purposes.
LEGAL MATTERS
Certain legal matters with respect to the validity of the shares of Common
Stock offered hereby will be passed upon for Wal-Mart by Conner & Winters, A
Professional Corporation, Tulsa, Oklahoma. As of the date of this Prospectus,
certain members and other lawyers in the firm of Conner & Winters, A
Professional Corporation, and members of their immediate families beneficially
own, in the aggregate, approximately 91,783 shares of Common Stock.
EXPERTS
The consolidated financial statements of Wal-Mart Stores, Inc. and
subsidiaries incorporated by reference in the Company's Annual Report (Form 10-
K) for the year ended January 31, 1998, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon incorporated by
reference therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE
SECURITIES TO WHICH IT RELATES OR ANY OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE OF THIS
PROSPECTUS OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO ITS DATE.
TABLE OF CONTENTS
Page
----
AVAILABLE INFORMATION..................................... 2
INCORPORATION OF CERTAIN
INFORMATION BY REFERENCE................................ 2
WAL-MART STORES, INC. SHAREHOLDER
INVESTMENT PROGRAM...................................... 3
Purpose................................................. 3
Advantages to Participants.............................. 3
Disadvantages to Participants........................... 3
Administration.......................................... 4
Eligibility............................................. 4
Enrollment Procedures................................... 4
Transfer of Shares from Street Name..................... 5
Investment Dates........................................ 5
Initial Investments and
Optional Cash Investments............................. 5
Investment Methods...................................... 6
Dividend Options........................................ 6
Withdrawal and Termination.............................. 7
Sale of Shares.......................................... 8
Source and Price of Shares.............................. 8
Share Safekeeping and
Insured Certificate Mailings.......................... 9
Gift/Transfer of Shares................................. 9
Service Fees............................................ 10
Reports to Participants................................. 10
Certificates for Shares................................. 11
Stock Split, Stock Dividend or
Rights Offering....................................... 11
Voting of Program Shares................................ 11
Limitation of Liability................................. 11
Change or Termination of the Program.................... 11
Termination of a Participant............................ 12
WAL-MART STORES, INC...................................... 12
TAX CONSEQUENCES.......................................... 12
USE OF PROCEEDS........................................... 13
LEGAL MATTERS............................................. 13
EXPERTS................................................... 13
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WAL-MART STORES, INC.
SHAREHOLDER INVESTMENT
PROGRAM
----------------------
PROSPECTUS
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May 15, 1998
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