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As filed with the Securities and Exchange Commission on October 5, 1999.
Registration No. 333-84027
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
WAL-MART STORES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 71-0415188
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
702 S.W. 8th Street
Bentonville, Arkansas 72716
(501) 273-4000
(Address, including Zip Code, and Telephone Number, including Area
Code, of Registrant's Principal Executive Offices)
_______________________
THE ASDA COLLEAGUE SHARE OWNERSHIP PLAN1
THE ASDA GROUP LONG TERM INCENTIVE PLAN1
THE ASDA GROUP PLC SHARESAVE SCHEME1
THE ASDA 1984 EXECUTIVE SHARE OPTION SCHEME1
THE ASDA 1994 EXECUTIVE SHARE OPTION SCHEME1
(Full Title of Plan)
-----------------------------
Allison D. Garrett Copy to:
Assistant General Counsel Dudley W. Murrey
Wal-Mart Stores, Inc. Hughes & Luce, L.L.P.
702 S.W. 8th Street 1717 Main Street, Suite 2800
Bentonville, Arkansas 72716 Dallas, Texas 75201
(501) 273-4000 (214) 939-5500
(Name, Address, and Telephone Number,
including Area Code, of Agent for Service)
_______________________
_____________________________________
(1) Sponsored by Asda Group PLC, a newly acquired subsidiary of the Registrant.
Outstanding options issued under these plans are being replaced with
options to acquire shares of the Registrant's common stock.
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Explanatory Statement In Connection With the Filing of a Related Registration
Statement on Form S-8 Filed Pursuant to Instruction E of Form S-8
Contemporaneously with the filing of this Post-Effective Amendment No.
1 to its Registration Statement on Form S-8 (File No. 333-84027) (this
"Registration Statement"), Wal-Mart Stores, Inc., a Delaware corporation (the
"Registrant"), is filing with the Securities and Exchange Commission (the
"Commission") a new Registration Statement on Form S-8. The New Registration
Statement relates to the registration of the offer and sale of 1,138,516 shares
of the Registrant's Common Stock, $.10 par value (the "Shares"), pursuant to
options to purchase shares of the Common Stock granted pursuant to The ASDA
Colleague Share Ownership Plan 1999 (the "New Registration Statement"). That
plan is sponsored by ASDA Group PLC, a subsidiary of the Registrant (the
"Subsidiary").
The Registrant had originally registered the Shares pursuant to this
Registration Statement in anticipation of options to purchase shares of the
Common Stock that were to be granted pursuant to The ASDA Colleague Share
Ownership Plan (the "Pre-1999 Plan"), which is the predecessor plan to the Plan.
Subsequent to the filing and effectiveness of this Registration Statement,
regulatory authorities having jurisdiction over the Pre-1999 Plan required the
Registrant and its Subsidiary to adopt the Plan, rather than amending the Pre-
1999 Plan, and to grant the options under the Plan in order for the options and
the shares of the Common Stock issued upon the exercise of those options to
comply with certain requirements under certain relevant laws and to obtain the
desired treatment under those laws for the options and the shares of the Common
Stock issued on exercise thereof. The Registrant desires to have the Shares be
those shares of the Common Stock whose offer and sale under the Plan is
registered under the New Registration Statement. The substantive provisions of
the Plan will not differ from the substantive provisions of the Pre-1999 Plan as
they were to be amended in contemplation of the grant under the Pre-1999 Plan of
options to purchase shares of the Common Stock.
Consequently, in accordance with the principles set forth in Interpretation
89 under Section G. "Securities Act Forms" of the Manual of Publicly Available
Telephone Interpretations of the Division of Corporation Finance of the
Securities and Exchange Commission (July 1997) and Instruction E to the
Commission's Form S-8, (1) the Registrant is registering the offer and sale of
the Shares pursuant to options granted under the Plan by means of the New
Registration Statement, (2) the registration fee of $14,223.05 allocable to the
Shares, which the Registrant paid to the Commission in connection with
registration of the Shares pursuant to this Registration Statement, is carried
over in the New Registration Statement and (3) this Registration Statement is
being amended on a post-effective basis to discuss the change from the Pre-1999
Plan to the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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4(a) Restated Certificate of Incorporation of Wal-Mart Stores, Inc.
(incorporated herein by reference to Exhibit 3(a) to the Annual
Report on Form 10-K of the Registrant for the year ended December
31, 1989) and Certificate of Amendment to the Restated
Certificate of Incorporation of Wal-Mart Stores, Inc.
(incorporated herein by reference to Exhibit 4(b) to the
Registration Statement on Form S-8 of the Registrant (File No.
33-43315)).
4(b) By-Laws of Wal-Mart Stores, Inc., as amended June 3, 1993
(incorporated herein by reference to Exhibit 4(a) to the Annual
Report on Form 10-K of the Registrant for the fiscal year ended
January 31, 1994) .
*5(a) Opinion of Hughes & Luce, L.L.P.
*8(a) Opinion of Slaughter and May
*23(a) Consent of Ernst & Young LLP
*23(b) Consent of Hughes & Luce, L.L.P. (contained in Exhibit 5(a)
hereto).
*23(c) Consent of Slaughter and May (contained in Exhibit 8(a) hereto).
*24(a) Power of Attorney (contained on Page II-5.)
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*Previously Filed
Item 9. Undertakings.
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(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
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the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification by the Registrant for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
by the Registrant against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Post-
Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of
Bentonville, State of Arkansas, on October 5, 1999.
WAL-MART STORES, INC.
By: /s/ James A. Walker, Jr.
--------------------------
James A. Walker, Jr.
Senior Vice President and Controller
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
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<S> <C> <C>
/s/ S. Robson Walton* Chairman of the Board of October 5, 1999
- ------------------------------------------ Directors and Director
S. Robson Walton
/s/ David D. Glass* President, Chief Executive October 5, 1999
- ------------------------------------------ Officer and Director
David D. Glass (Chief Executive Officer)
- ------------------------------------------ Senior Vice Chairman and Director _________ ___, 1999
Donald G. Soderquist
/s/ J.J. Fitzsimmons* Senior Vice President October 5, 1999
- ------------------------------------------ (Co-Chief Financial Officer)
J.J. Fitzsimmons
/s/ James A. Walker, Jr. Senior Vice President October 5, 1999
- ------------------------------------------ and Controller
James A. Walker, Jr. (Co-Chief Financial Officer and Chief
Accounting Officer)
/s/ John A. Cooper, Jr.* Director October 5, 1999
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John A. Cooper Jr.
Director _________ ___, 1999
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Stephen Friedman
/s/ Stanley C. Gault* Director October 5, 1999
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Stanley C. Gault
/s/ Roland A. Hernandez* Director October 5, 1999
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Roland A. Hernandez
Director _________ ___, 1999
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Frederick S. Humphries
</TABLE>
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<TABLE>
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<S> <C> <C>
Director _________ ___, 1999
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E. Stanley Kroenke
/s/ Elizabeth A. Sanders* Director October 5, 1999
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Elizabeth A. Sanders
Director _________ ___, 1999
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H. Lee Scott, Jr.
/s/ Jack C. Shewmaker* Director October 5, 1999
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Jack C. Shewmaker
/s/ Paula Stern* Director October 5, 1999
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Paula Stern
Director _________ ___, 1999
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Jose H. Villarreal
Director _________ ___, 1999
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John T. Walton
</TABLE>
* By /s/ James A. Walker, Jr., Attorney-in-Fact
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