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Filed pursuant to Rule 424(b)(3)
SEC File No. 333-02089
PROSPECTUS
WAL-MART STORES, INC.
SHAREHOLDER INVESTMENT PROGRAM
Wal-Mart Stores, Inc. ("Wal-Mart" or the "Company") has created a
Shareholder Investment Program (the "Program"). The Program is designed to
provide you with a convenient and economical way to purchase shares of Wal-
Mart's Common Stock, par value $.10 per share ("Stock"), and to reinvest at no
cost all or a portion of your cash dividends in additional shares of Stock. The
Stock is listed on the New York Stock Exchange under the symbol "WMT." Key
features of the Program include the following:
. You may enroll either by investing as little as $250 or by authorizing
automatic monthly withdrawals from a financial institution ("Automatic
Investments") of at least $25.
. If you hold 400 shares or less of Stock in record name, meaning in your
own name rather than through a broker, you will be automatically
enrolled in the Program. All cash dividends will be reinvested in
additional shares of Stock unless you affirmatively elect to receive
cash dividends. If you elect to receive cash dividends you will receive
the dividends, as declared, in the usual manner.
. If you hold more than 400 shares of Stock in record name you may enroll
by electing to reinvest all or a portion of your cash dividends in
additional shares of Stock and/or by making an optional cash investment
of $50 or more and/or by authorizing monthly Automatic Investments of
$25.
. Once you enroll, you may make optional investments of $50 or more, up to
a maximum of $150,000 per year, through the Program.
. You may buy shares in whole dollar amounts rather than a specified
quantity of shares. Your account is credited with the appropriate number
of full and fractional shares.
. All sell 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.
. You can make additional purchases periodically. The investment amount
can be automatically deducted from your bank account or it can be
submitted by mail.
. You can deposit your stock certificates for safekeeping at no cost. You
may request a certificate for whole shares at any time, also at no cost.
. You can transfer shares or make gifts of Stock at no charge.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL
OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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The date of this Prospectus is May 7, 1999
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WAL-MART STORES, INC.
SHAREHOLDER INVESTMENT PROGRAM
The following is a complete description of the Program.
Purpose
The purpose of the Program is to provide you with a convenient and
economical way to purchase shares of Stock and to reinvest at no cost all or a
portion of your cash dividends in additional shares of Stock.
Advantages to You
. In addition to reinvesting dividends, you may invest additional funds in
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 you desire.
. 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.
. If you do not presently own shares of Stock you may participate in the
Program by making a minimum initial investment of $250 or by authorizing
monthly Automatic Investments of at least $25.
. You may direct the Administrator (as defined below) to transfer, at any
time and at no cost to you, all or a portion of your shares held under
the Program to a Program account for another person.
. The Program offers a "share safekeeping" service through which you
deposit your Stock certificates with the Program's Administrator and
have your ownership of the Stock maintained on the Administrator's
records as part of your Program account.
. Statements are mailed to you listing all transactions in the your
account.
Disadvantages to You
Since shares of 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, you have no control over the prices at which shares of Stock are
purchased or sold for your account. Therefore, you bear the risk of fluctuations
in the market price of the Stock. See "Investment Dates," "Withdrawal and
Termination," and
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"Sale of Shares." You will be assessed administrative fees and brokerage
commissions on purchases (other than dividend reinvestments) and sales of shares
for your account, although the 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.
Administration
Wal-Mart has designated First Chicago Trust Company of New York as Program
administrator (the "Administrator") to purchase and hold shares of Stock
acquired under the Program, keep records, send statements of account activity to
you, and perform other duties related to the Program. You may contact the
Administrator by calling 1-800-438-6278:
Shareholder customer service:
Normal hours: 8:00 a.m.- 5:00 p.m. Central time, each business day;
Non-shareholder requests for information:
Normal hours: 8:00 a.m. - 9:00 p.m. Central time, each business day;
Automated sale of shares:
Normal hours: 8:00 a.m. - 9:00 p.m. Central time, each business day, and
Saturday from 8:00 a.m. - 2:30 p.m. Central time.
You 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
or by sending a fax to the Administrator at 1-312-407-1650.
Eligibility
You are eligible to participate in the Program, regardless of whether you
are already a shareholder. To participate you must (i) choose to be a
shareholder of record, (ii) fulfill the prerequisites for participation
described below under "Enrollment Procedures," and (iii) if you are not a United
States citizen, your participation must not violate local laws applicable to the
Company or you. All transactions must be in U.S. dollars.
Enrollment Procedures
Shareholders
If you hold 400 shares or less of Stock registered directly in your name,
you will be automatically enrolled in the Program and will have all cash
dividends reinvested in additional
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shares of Stock. However, you may elect to receive only cash dividends in lieu
of having all dividends automatically reinvested under the Program. Accordingly,
if you desire to receive only cash dividends you 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 you will not have any dividends automatically
reinvested in additional shares of Stock. Furthermore, if you hold 400 shares or
less of Stock you will receive annual statements providing detail of each
quarterly dividend reinvestment as well as any other transactions during the
year. Once you become automatically enrolled in the Program, you may elect at
any time to receive only cash dividends by submitting a new Enrollment
Authorization Form to the Administrator. If you elect to receive cash dividends,
you will receive the dividends, as declared, in the usual manner.
If you hold more than 400 shares of Stock registered directly in your name
you may join the Program by completing and signing an Enrollment Authorization
Form and returning it to the Administrator. To participate in the Program, you
must (i) elect to reinvest all or a portion of your cash dividends in additional
shares of Stock, (ii) make an optional cash investment of $50 or more, or (iii)
authorize Automatic Investments of at least $25 per month. See "Initial
Investments and Optional Cash Investments" and "Investment Methods - Automatic
Investment." If you are a registered shareholder, be sure to sign your name on
the Enrollment Authorization Form exactly as it appears on your certificates.
Non-shareholders
Even if you are not a shareholder you may join the Program by returning a
completed Initial Investment Form to the Administrator. To enroll you 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
If you own shares of Stock through a bank, broker, trustee or other agent,
you may join the Program by registering one or more shares of Stock directly in
your name and by returning a completed Enrollment Authorization Form to the
Administrator. See "Transfer of Shares from Street Name." Once the shares of
Stock are registered directly in your name, you 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. Your participation in the Program will begin after your
properly completed form has been reviewed and accepted by the Administrator.
You may be required to pay certain fees in connection with the Program. See
"Service Fees."
Transfer of Shares from Street Name
If your shares are registered in the name of a bank, a broker, a trustee or
other agent, you may participate in the Program with respect to your shares by
either (i) transferring your shares
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to a Program account by directing your agent (e.g., your bank, broker or
trustee) to register the shares directly in your name and having the agent
deliver a certificate to them or (ii) instructing your agent to transfer the
shares to the Administrator to be deposited into the Program for "share
safekeeping" for credit to your account. See "Share Safekeeping and Insured
Certificate Mailings."
Electronic Transfer of Shares from Your Brokerage Account
If you own shares of Stock that are held by a bank, broker, or trustee in
street or nominee name you may participate in the Program by instructing your
broker to have some or all of your shares transferred into your name in Direct
Registration book-entry form. Simply instruct your bank, broker or trustee to
reregister your shares through the Direct Registration System and specify book-
entry registration.
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 the investment is received by the Administrator. Should an Investment
Date fall on a date when 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
If you are not a shareholder of record, your initial investment 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.
You may make optional cash investments by personal check or automatic
deduction from your bank account. Optional cash investments must be at least $50
if by check, $25 if by automatic deduction from a bank account, 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 the 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 the investments are
received by the Administrator. In any event, the investments will be invested
not later than five business days after they are received by the Administrator.
Upon your 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 you, 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, the 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.
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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 you. Additional
Cash Investment Forms are available upon request from the Administrator.
Automatic Investment
You 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, you 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
your designated bank account on either the first or the 15th day of each month,
or both (as chosen by you), or the next business day if either the first or the
15th day is not a business day and will be invested in Stock beginning on the
next Investment Date.
You 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 the Investment Date.
You may be required to pay certain fees in connection with the purchase of
shares of Stock under the Program. See "Service Fees."
Dividend Reinvestment Options
If you hold 400 shares or less of Stock you will have all cash dividends
reinvested in additional shares of Stock and will have no right to have any
portion of the dividends paid in cash unless you affirmatively elect to receive
cash dividends. If you hold more than 400 shares of Stock you may elect to
reinvest all or a portion of your cash dividends in additional shares of Stock
by designating your election on the Enrollment Authorization Form. If you elect
partial reinvestment of cash dividends you must designate the number of whole
shares for which you want to receive cash dividends. Dividends paid on all
other shares registered in your name and/or held for you under the Program will
be reinvested in additional shares of Stock.
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If you own more than 400 shares, you may change your reinvestment levels,
or elect to receive all of your dividends in cash, by submitting a new
Enrollment Authorization Form to the Administrator. To be effective with respect
to a particular Stock dividend, any change must be received by the Administrator
on or before the record date for the dividend. The record date is usually about
two weeks prior to the payment of the dividend.
Once you elect reinvestment, cash dividends paid on all or part of the
shares of Stock registered in your name and/or held for you under the Program
will be reinvested in additional shares of Stock. If you have specified partial
reinvestment, that portion of the dividend payment not being reinvested will be
sent to you by check in the usual manner.
Withdrawal and Termination
You may withdraw from the Program at any time by giving written or
telephonic notice to the Administrator. However, if your request for withdrawal
is received on or after a dividend record date, the Administrator, in its sole
discretion, may either pay the dividend in cash or reinvest it in shares of
Stock under the Program. If the dividend is reinvested, the Administrator may
sell shares purchased and remit the proceeds to you, 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, your shares will continue to be held in
book-entry form unless you request a certificate for full share(s) and a check
for the cash value of any fractional share held in your Program account.
Alternatively, you may specify in the withdrawal notice that all or a portion of
your whole shares be sold. The Administrator will make the sale as promptly as
practicable after receipt of the withdrawal notice, and you will receive a check
for the proceeds, less an 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 you.
No optional cash investments may be made after participation in the Program
has been terminated, unless and until the former individual rejoins the Program
which may be accomplished by complying with the enrollment procedures. See
"Enrollment Procedures."
Sale of Shares
You may request that the Administrator sell any number of whole shares held
in your Program account by writing or calling the Administrator. The
Administrator will make every effort to process your 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
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securities market are open. The proceeds of the sale, less applicable fees and
commission, will be sent to you promptly.
You have full control of your shares and can transfer or dispose of them at
any time. You may choose to sell your shares held either through the
Administrator or through the broker of your choice. If you choose to sell
through a broker, you should write or call the Administrator. A certificate will
be issued and mailed to you or your broker within two business days of the
Administrator's receipt of your request.
If instructions for the sale of all of your 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
you. A request to sell all shares held in your 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 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 Stock is traded, in the over-
the-counter market, or by privately negotiated transactions on terms 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 Stock as reported on the New York Stock
Exchange consolidated tape on the relevant Investment Date. The Administrator
may commingle your funds with those of others for the purpose of executing
purchases.
Shares purchased or sold for you with respect to a particular Investment
Date will be credited to your 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 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 a longer period is 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 your
account as of the close of business on the relevant Investment Date. Dividend
and voting rights will
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commence upon settlement, which is normally three business days after purchase
whether from Wal-Mart or any other source. Neither the Company nor any
individual 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
When you enroll, or at any later time, you may use the Program's "share
safekeeping" service to deposit any Stock certificates in your possession with
the Administrator. Shares deposited will be transferred into the name of the
Administrator or its nominee and credited to the your account under the Program.
Thereafter, the shares will be treated in the same manner as shares purchased
through the Program. By using the Program's share safekeeping service, you 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 your 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 for up to $25,000, you
must mail the certificates in the brown, pre-addressed return envelopes supplied
by the Administrator, and they must be mailed first class. The Administrator
will promptly send you a statement confirming each deposit of certificates. You
must notify the Administrator of any claim within thirty calendar days of the
date the certificates were mailed. To submit a claim, you must be a current
participant or your loss must be incurred in connection with becoming one.
In the latter case, you must enroll in the Program at the time the
insurance claim is processed. The maximum insurance protection provided to you
due to loss during mailing is $25,000 and coverage is available only when your
certificate(s) are sent to the Administrator in accordance with the guidelines
described above.
Insurance covers the replacement of shares of Stock, but in no way protects
against any loss resulting from fluctuations in the value of the shares from the
time you mail the certificates until they are replaced.
Gift/Transfer of Shares
You may transfer the ownership of some or all of your 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
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Association, Inc. No other form of signature verification can be accepted.
Shares may be transferred to new or existing shareholders.
Transferring Shares out of Your Account
You have full control of shares credited to your account and can transfer
or dispose of them at any time. You may choose to transfer shares credited to
your account to the broker of your choice. To do so, just call or write the
Administrator. Within 2 business days of the Administrator's receipt of your
request, a certificate will be issued and mailed to you (or your broker, if you
request).
Alternatively, your shares can be transferred directly to your brokerage
account through the Direct Registration System. To transfer shares through the
Direct Registration System, you must establish your broker account number by
supplying an Authorization to Provide Broker/Dealer Information form. This form
is available through your broker or from the Administrator.
Service Fees
You will be assessed an administrative fee and brokerage commissions on
purchases (other than dividend reinvestments) and sales of shares for your
account. Current administrative fees and brokerage commissions are:
<TABLE>
<CAPTION>
Administrative Fee and
Transaction Brokerage Commission Per Transaction
----------- ------------------------------------
<S> <C>
Initial Cash Investment Share Purchase $20.00, plus $0.10 per share
Electronic Funds Transfer for Automatic Investments $ 1.00, plus $0.10 per share
Sale of Shares $20.00, plus $0.10 per share
Dividend Reinvestment Company-paid
</TABLE>
Per-transaction fees for optional cash investments are:
<TABLE>
<CAPTION>
Amount of Optional Cash
Investment Share Purchase Company Pays Participant Pays
--------------------------- ------------ ----------------
<S> <C> <C>
$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
</TABLE>
The administrative fees and the brokerage commissions are subject to change
without further notice to you. 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.
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Reports Provided To You
If you hold more than 400 shares of Stock and reinvest all or a portion of
your dividends you 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. If you hold 400 or fewer shares of
Stock, you will receive annual statements providing detail of each quarterly
dividend reinvestment as well as any other transactions during the year. You may
receive account information at any time during the year upon request from the
Administrator. You 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 you a confirmation promptly after each
optional cash investment, deposit, sale or transfer.
In addition, you will receive copies of the same communications sent to all
other holders of shares of 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 required, for
reporting dividend income received.
All notices, statements and reports from the Administrator to you will be
addressed to you at your last known address. Therefore, you 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 you will be shown on each statement of
account. You may obtain a certificate for all or some of the whole shares of
Stock held in your Program accounts by writing or calling 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 "Dividend Reinvestment Options."
Stock Split, Stock Dividend or Rights Offering
Any dividends in Stock or split shares distributed by the Company on shares
held by you or by the Administrator for your Program account will be added to
your account. If you have elected to receive cash dividends on a portion of
your shares, the election will be adjusted proportionately in the event of a
stock split.
In the event of a rights offering, you will receive rights based upon the
total number of whole shares owned, that is, the total number of shares
registered in the your name and the total number of whole shares held in the
your Program account.
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Voting of Program Shares
Whole shares held in a Program account may be voted in person or by the
proxy sent to you. Fractions of shares will not be voted.
Limitation of Liability
Neither the Company nor the Administrator (nor any of your 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 your account upon your death or with
respect to the prices or times at which shares are purchased or sold for you or
fluctuations in the market value of Stock. You 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 you of your 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 the suspension, modification or termination will be sent to all
affected participants. No event of this type will affect any shares then
credited to your account.
Upon any whole or partial termination of the Program by the Company,
certificates for whole shares credited to your account under the Program will be
issued to you, 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 Your Participation
If you do not own at least one whole share registered in your name or held
through the Program, your participation in the Program may be terminated. Wal-
Mart may also terminate your participation in the Program upon written notice
mailed to you at the address appearing on the Administrator's records. If your
participation in the Program has been terminated, you will receive certificates
for whole shares held in your account and a check for the cash value of any
fractional share held in your Program account. Fractions of shares will be
valued at the then current market price, less any administrative fee and related
brokerage commissions.
WHERE YOU CAN FIND MORE INFORMATION
Wal-Mart files annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission ("SEC"). You may
read and copy any document we file at the SEC's Public Reference Room at 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on
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its Public Reference Room. These SEC filings are also available to the public
over the Internet at the SEC's web site at http://www.sec.gov. Reports, proxy
statements and other information should also be available for inspection at the
offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005. You also may find additional information about Wal-Mart at our Internet
site at http://www.wal-mart.com.
This Prospectus constitutes a part of a Registration Statement on Form
S-3 filed by us under the Securities Act. This Prospectus does not contain all
of the information which is included in the Registration Statement. For further
information with respect to Wal-Mart and the securities described in this
Prospectus, we refer you to the Registration Statement and the exhibits and
schedules filed as part of the Registration Statement.
The SEC allows us to "incorporate by reference" the information we file
with them into this Prospectus, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is an important part of this Prospectus, and
information that we file later with the SEC will automatically supersede this
information. We incorporate by reference the documents listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until all of the securities covered in the
Registration Statement have been sold:
. Our Annual Report on Form 10-K for the fiscal year ended January 31,
1999; and
. The description of the Stock contained in our Registration Statement on
Form 8-A filed with the SEC on October 26, 1971, including any amendment
or report filed before or after the date of this Prospectus for the
purpose of updating the description.
You may request a copy of these filings at no cost, by writing or
telephoning us at :
Allison D. Garrett
Assistant General Counsel and Assistant Secretary
Wal-Mart Stores, Inc.
Corporate Offices
702 S.W. Eighth Street
Bentonville, Arkansas 72716
(501) 273-4505
THE COMPANY
Wal-Mart was incorporated in Delaware on October 31, 1969, and has become
the largest retailer in the U.S. as measured in total revenues. We currently
operate in all 50 states, Puerto Rico, Argentina, Brazil, Canada, Germany, Korea
and Mexico, and in China under a joint-venture agreement. At January 31, 1999,
we had 1,869 Wal-Mart stores, 564 Supercenters and 451 Sam's Clubs in the U.S.,
along with 154 Canadian Wal-Mart stores, 13 units in Argentina, 14 units in
Brazil, five units in China, 95 units in Germany, 416 units in Mexico, four
units in Korea and 15 units in Puerto Rico. Additionally, through our subsidiary
McLane Company, Inc., we also provide products and distribution services to
retail industry and institutional food service customers.
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The mailing address of our principal executive offices is 702 S.W. 8th
Street, Bentonville, Arkansas 72716, and our telephone number is (501) 273-4000.
Our E-mail address is http://www.wal-mart.com.
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 your participation in the Program, and, therefore, you are advised
to consult your 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 your particular situation.
In general, the amount of cash dividends paid by the Company will be
includable in your income even though reinvested under the Program. If your
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. You 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 your account directly from the Company, you must include in gross income a
dividend measured by the fair market value of the shares so acquired.
Alternatively, when the Administrator purchases Stock for your 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 your 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 your account 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 the purchase. The quarterly and annual statements sent to
you will show the amounts paid on your behalf.
The above rules may not apply 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 the 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 the shares for general corporate purposes.
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LEGAL MATTERS
Certain legal matters with respect to the validity of the shares of Stock
offered hereby will be reviewed 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 185,450 shares of 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, 1999, 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. The consolidated
financial statements are incorporated by reference in reliance upon the report
given upon the authority of the firm as experts in accounting and auditing.
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You should rely only on the information
incorporated by reference or contained
in this Prospectus. We have not
authorized anyone to provide you with WAL-MART STORES, INC.
different information. We are not making
an offer of these securities in any state SHAREHOLDER INVESTMENT
where the offer is not permitted. You PROGRAM
should not assume that the information
contained in this Prospectus is accurate
as of any date other than the date on the
front of those documents.
TABLE OF CONTENTS
Page
WAL-MART STORES, INC. SHAREHOLDER
INVESTMENT PROGRAM........................ 2
Purpose.................................. 2
Advantages to You........................ 2
Disadvantages to You..................... 2
Administration........................... 3 ----------------------
Eligibility.............................. 3
Enrollment Procedures.................... 3 PROSPECTUS
Transfer of Shares from Street Name...... 4
Electronic Transfer of Shares ----------------------
from Your Brokerage Account........... 5
Investment Dates......................... 5
Initial Investments and
Optional Cash Investments.............. 5
Investment Methods....................... 6
Dividend Reinvestment Options............ 6
Withdrawal and Termination............... 7
Sale of Shares........................... 7
Source and Price of Shares............... 8
Share Safekeeping and
Insured Certificate Mailings........... 9
Gift/Transfer of Shares.................. 9
Transferring Shares Out of
Your Account........................... 10
Service Fees............................. 10
Reports Provided to You.................. 11
Certificates for Shares.................. 11
Stock Split, Stock Dividend or
Rights Offering........................ 11
Voting of Program Shares................. 12
Limitation of Liability.................. 12
Change or Termination of the Program..... 12
Termination of Your Participation........ 12
WHERE YOU CAN FIND MORE
INFORMATION............................ 12
THE COMPANY............................... 13
TAX CONSEQUENCES.......................... 14 May 7, 1999
USE OF PROCEEDS........................... 14
LEGAL MATTERS............................. 15
EXPERTS................................... 15
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