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Filed pursuant to Rule 424(b)(3)
SEC File No. 333-56993
WAL-MART STORES, INC.
14,710,000 SHARES OF COMMON STOCK
This Prospectus relates to 14,710,000 shares (the "Shares") of Common
Stock, par value $0.10 per share ("Common Stock"), of Wal-Mart Stores, Inc.
("Wal-Mart" or the "Company"), which may be offered by the selling stockholders
named herein or their respective distributes, pledgees, donees, transferees or
other successors in interest (the "Selling Stockholders") from time to time.
The Company will receive no part of the proceeds from sales of the Shares
offered hereby.
Shares of the Common Stock are listed on the New York Stock Exchange
(the "NYSE") and the Pacific Stock Exchange ("PSE") under the trading symbol
"WMT." On June 12, 1998, the closing price of the Common Stock on the NYSE was
$58.8125 per share.
The Shares will be sold either directly by the Selling Stockholders or
through underwriters, brokers, dealers, or agents. At the time any particular
offer of Shares is made, if and to the extent required, the specific number of
Shares offered, the offering price, and the other terms of the offering,
including the names of any underwriters, dealers, or agents, will be set forth
in a supplement to this Prospectus (a "Prospectus Supplement"). Any statement
contained in this Prospectus will be deemed to be modified or superseded by any
inconsistent statement contained in any Prospectus Supplement delivered
herewith.
Unless this Prospectus is accompanied by a Prospectus Supplement
stating otherwise, offers and sales may be made pursuant to this Prospectus only
in ordinary broker's transactions in transactions involving ordinary and
customary brokerage commissions made on the NYSE, on other national securities
exchanges on which the Common Stock is traded, in the over-the-counter market,
or through negotiated transactions.
Walton Enterprises, L.P., a Delaware limited partnership (the
"Partnership"), has agreed to pay all expenses incurred by the Company in
connection with the registration of the Shares and the offers and sales of the
Shares pursuant to this Prospectus. The Selling Stockholders will pay any
underwriting discounts and commissions, and transfer taxes incurred in
connection therewith.
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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.
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY UNDERWRITER, DEALER OR AGENT. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE
AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF.
The date of this Prospectus is June 22, 1998.
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AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements, information statements,
and other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements, information statements and other
information may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549 and at the Commission's Regional Offices at Seven World Trade Center,
13th Floor, New York, New York 10048; and at Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material may be
obtained at prescribed rates from the Public Reference Room of the Commission at
its principal office in Washington, D.C. The Commission maintains a site on the
World Wide Web that contains documents filed electronically with the Commission.
The address of the Commission's web site is http://www.sec.gov, and the
materials filed electronically by the Company may be inspected at such site. In
addition, the materials filed by the Company at the New York Stock Exchange may
be inspected at the Exchange's offices, 20 Broad Street, New York, New York
10005 and the Pacific Stock Exchange, 301 Pine Street, San Francisco, California
94104.
The Company has filed a Registration Statement on Form S-3 (together
with all amendments and exhibits, referred to as the "Registration Statement")
with the Commission under the Securities Act of 1933, as amended (the
"Securities Act"), concerning the Common Stock. This Prospectus, which
constitutes a part of the Registration Statement, omits certain of the
information contained in the Registration Statement and the exhibits thereto.
Statements contained in this Prospectus, or in any document incorporated by
reference herein, as to the contents of any document are summaries of such
documents and are not necessarily complete, and in each instance reference is
made to the copy of such document filed as an exhibit to the Registration
Statement or such other document, each such statement being hereby qualified in
all respects by such reference. The Registration Statement, including the
exhibits thereto, is on file at the offices of the Commission and may be
inspected and copied as described above.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 1-6991)
pursuant to the Exchange Act are incorporated herein by reference: The Company's
Annual Report on Form 10-K for the fiscal year ended January 31, 1998 as filed
with the Commission on April 23, 1998, the Company's Quarterly Report on Form
10-Q for the quarter ended April 30, 1998 as filed with the Commission on
June 15, 1998, the Company's Current Reports on Form 8-K as filed with the
Commission on February 5, 1998, June 4, 1998 and June 9, 1998, and the
description of the Common Stock contained in the Company's Form 8-A as filed
with the Commission on October 26, 1971, and including any amendment or report
heretofor or hereafter filed for the purpose of updating the description of the
Common Stock contained therein.
All documents and reports filed by the Company pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering relating to this
Prospectus will be deemed to be incorporated by reference into this Prospectus
and to be a part hereof from the dates of filing of such documents or reports.
Any statement contained herein or in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of the Registration
Statement and this Prospectus to the extent that a statement contained herein or
in any subsequently filed document which also is incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of the Registration
Statement or this Prospectus except as that statement is so modified or
superseded.
This Prospectus incorporates documents by reference which are not presented
herein or delivered herewith. Such documents (other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference) are
available, without charge, to any person to whom this Prospectus is delivered,
upon written or oral request to: Allison D. Garrett, Assistant Secretary, Wal-
Mart Stores, Inc., Corporate Offices, 702 S.W. Eighth Street, Bentonville,
Arkansas 72716, telephone number (501) 273-4505.
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THE COMPANY
The following summary of the business of the Company is qualified in its
entirety by and should be read together with the more detailed information and
financial statements incorporated by reference in this Prospectus. See
"Incorporation of Certain Documents by Reference."
The Company is the world's largest retailer as measured by total revenues.
It is principally engaged in the operation of mass merchandising stores that
serve its customers primarily through the operation of three segments. The Wal-
Mart Stores segment includes the Company's discount stores and Supercenters in
the United States. The Sam's Clubs segment includes the warehouse membership
clubs in the United States. The international segment of the Company's business
includes all of the Company's operations in Argentina, Brazil, Canada, China,
Germany, Mexico and Puerto Rico. At January 31, 1998, the Company operated
1,921 discount stores, 441 Supercenters, and 443 Sam's Clubs in the United
States, and it had operations in all 50 states. At that date, the Company also
operated nine units in Argentina, eight units in Brazil, 144 units in Canada,
three units in China, 21 units in Germany, 402 units in Mexico and 14 units in
Puerto Rico. The units operated by the Company's international segment
represent a variety of retail formats. The Company maintains its principal
offices at 702 S.W. Eighth Street, Bentonville, Arkansas 72716. Its telephone
number there is (501) 273-4000.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the Shares
by the Selling Stockholders.
SELLING STOCKHOLDERS
The following table sets forth certain information as of the date of this
Prospectus with respect to shares of Common Stock owned by the Selling
Stockholders which are covered by this Prospectus. Each of the Selling
Stockholders owns beneficially shares of the Common Stock in addition to those
registered for sale pursuant to this Prospectus.
NAMES OF SELLING STOCKHOLDERS(1) SHARES REGISTERED FOR RESALE
----------------------------- ----------------------------
Number Percentage(2)
------------ -------------
Walton Enterprises, L.P. 14,710,000 *
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(*) Less than 1%.
(1) Includes any distributees, pledgees, donees, transferees or other
successors in interest of any Selling Stockholders. Information
concerning the identity of any such persons and their sales of shares of
Common Stock will be set forth in an amendment or supplement to this
Prospectus. See "Plan of Distribution."
(2) Computed based upon 2,235,430,297 shares of Common Stock outstanding on
May 29, 1998.
PLAN OF DISTRIBUTION
The Selling Stockholders or their respective distributees, pledgees, donees,
transferees or other successors in interest may offer Shares from time to time
depending on market conditions and other factors, in one or more transactions on
the NYSE or other national securities exchanges on which the Shares are traded,
in the over-the-counter market or otherwise, at market prices prevailing at the
time of sale, at negotiated prices, or at fixed prices. The Shares may be
offered in any manner permitted by law, including through underwriters, brokers,
dealers or agents, and directly to one or more purchasers. Sales of Shares may
involve (i) sales to underwriters who will acquire Shares for their own account
and resell them in one or more transactions at fixed prices or at varying prices
determined at time of sale, (ii) block transactions in which the broker or
dealer so engaged will attempt to sell the Shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction, (iii)
purchases by a broker or dealer as principal and resale by such broker or dealer
for its account, (iv) an exchange distribution in accordance with the rules of
any such exchange, and (v) ordinary brokerage transactions and transactions in
which a broker solicits purchasers. Brokers and dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Selling Stockholders and/or purchasers of Shares for whom they may act
as agent (which compensation may be in excess of customary commissions). The
Selling
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Stockholders and any broker or dealer that participates in the distribution of
Shares may be deemed to be underwriters and any commissions received by them and
any profit on the resale of Shares positioned by a broker or dealer may be
deemed to be underwriting discounts and commissions under the Securities Act. In
the event any Selling Stockholder engages an underwriter in connection with the
sale of the Shares, to the extent required, a Prospectus Supplement will be
distributed, which will set forth the number of Shares being offered and the
terms of the offering, including the names of the underwriters, any discounts,
commissions and other items constituting compensation to underwriters, dealers
or agents, the public offering price and any discounts, commissions or
concessions allowed or reallowed or paid by underwriters to dealers.
Pursuant to the Registration Rights Agreement, dated as of March 16, 1998
(the "Registration Rights Agreement"), by and among the Company, the
Partnership, and certain distributees of the Partnership (collectively, the
"Partners"), the Company has agreed to register pursuant to one registration
statement up to 25,000,000 Shares for resale as described above. The Partnership
has agreed to pay the Company's expenses in connection with such registration.
The Selling Stockholders and the Company have agreed to indemnify each other
against certain civil liabilities, including certain liabilities under the
Securities Act, in connection with the registration of the Shares and the resale
of the Shares pursuant to the Registration Statement.
LEGAL MATTERS
Certain legal matters in connection with the validity of the Shares offered
hereby have been passed upon for the Company by Allison D. Garrett, Senior
Corporate Counsel to the Company. Allison Garrett beneficially owns 1,399 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 on Form
10-K for the fiscal year ended January 31, 1998, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon
incorporated by reference therein and incorporated herein by reference. Such
financial statements are, and audited financial statements to be included in
subsequently filed documents will be, incorporated herein in reliance upon the
reports of Ernst & Young LLP pertaining to such financial statements (to the
extent covered by consents filed with the Commission) given upon the authority
of such firm as experts in accounting and auditing.
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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.
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TABLE OF CONTENTS
Page
Available Information............................................. 2
Incorporation of Certain Documents by Reference................... 3
The Company....................................................... 4
Use of Proceeds................................................... 4
Selling Stockholders.............................................. 4
Plan of Distribution.............................................. 4
Legal Matters..................................................... 5
Experts........................................................... 5
Special Note Regarding Forward-Looking Statements................. 6
