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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 20, 2000
Wal-Mart Stores, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 001-06991 71-0415188
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(State or other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
702 S.W. 8th Street
Bentonville, Arkansas 72716
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(501) 273-4000
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Item 5. Other Events.
Wal-Mart Stores, Inc. (the "Company") periodically communicates with
its shareholders and other members of the investment community about our
operations. We do so both through press releases and through telecommunications.
Those communications (the "Periodic Communications"), which are available to all
interested persons, regularly include:
. a weekly pre-recorded telephone call available at (501) 273-8446 every
Monday except the week of periodic monthly sales calls. In the weekly
call, we will provide information concerning our prior week's sales
and the current estimate of our monthly and/or quarterly sales and
possible updates on earnings expectations;
. a monthly press release made available on the Thursday following the
end of the sales period in accordance with the reporting schedule as
listed in the investor relations section of the Company's website at
www.walmartstores.com. That press release will disclose our sales for
the prior sales period and our fiscal year to date and generally
provides other information relating to those sales;
. a monthly pre-recorded telephone call available at (501) 273-8446 on
the date of the monthly press release in which we provide information
concerning our prior month's sales, fiscal year to date sales,
information relating to those sales, the current estimate of our
quarterly sales and possible updates on earnings expectations;
. the Annual Analysts' Meeting, all or a portion of which will be made
available via a live webcast;
. the Annual Shareholders' Meeting and subsequent Analysts' Meeting, all
or a portion of which will be made available via a live webcast;
. a quarterly press release that discloses our sales and earnings for
the prior quarter and our fiscal year to date and generally provides
other information relating to those sales and earnings and our
operating results; and
. a quarterly pre-recorded telephone call available at a phone number
disclosed in a quarterly press release that will be released before
the day of the event, in which we discuss our sales and earnings for
the preceding quarter and our fiscal year to date, information
relating to those sales and earnings and expectations for upcoming
quarters.
In addition to our Periodic Communications, we may have conference
calls or other communications, such as webcasts, in which we will disclose
developments in the Company's business and operations (the "Additional
Communications"). We will have
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these Additional Communications if and as events warrant that type of additional
communication with our shareholders and other members of the investment
community and we deem the communication to be appropriate.
We are aware of the obligations we will have when Regulation FD, which
was adopted by the Securities and Exchange Commission under the Securities Act
of 1933, as amended, becomes effective on October 23, 2000. To ensure compliance
with Regulation FD, we have adopted the following measures, which we intend to
be in place by no later than October 23, 2000:
. We will make each quarterly sales press release and each quarterly
earnings press release prior to conducting any telephone calls or
other communications with our shareholders, securities analysts and
other interested persons to discuss our sales, earnings or other
matters disclosed in those press releases.
. In any instance in which we will have an Additional Communication that
will contain material and non-public information about us and our
operations, we will issue a press release regarding the subject matter
of the Additional Communication prior to the Additional Communication
occurring. In that press release, we will state the date and time of
that Additional Communication and describe how shareholders and other
interested persons can obtain access to the Additional Communication.
. We will make quarterly analysts' telephone calls and Additional
Communications widely available to our shareholders and other members
of the investment community through telephonic means, through webcasts
or through both media.
. We will publish on our website (http://www.walmartstores.com/) the
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dates of our quarterly press releases and pre-recorded, listen-only
conference calls to discuss quarterly sales and earnings and
information about how shareholders and other interested persons can
obtain access to those releases and communications.
. We will use a widely circulated wire service to make all of our press
releases relating to matters of concern to the investment community,
including our shareholders.
. We will publish on our website our press releases relating to matters
of concern to the investment community, including our shareholders.
. We will publish in the manner described above the dates and
information about accessing any of the communications and meetings
described above as soon as practicable after that information becomes
available to us.
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. Where practicable, we intend to release all press releases and make
all telephone calls available prior to the start of trading on the New
York Stock Exchange on the dates and in the manner described above.
We may change the foregoing procedures from time to time. We will
announce any material change in the procedures prior to making the change.
Some or all of the information provided in our press releases,
Periodic Communications, Additional Communications and meetings with analysts
may not be material information concerning the Company or its operations. The
fact that we disclose information through or in any communication does not, in
and of itself, mean that we have determined that the information provided is
material to the Company or its operations. No shareholder, securities analyst,
potential investor in our stock or other member of the investment community
should assume that our disclosure of information in any communication means that
we have determined that the information is material to the Company or its
operations.
Forward-Looking Statements Or Information. Any of the press releases, telephone
calls, webcasts or other sources of information we described or mentioned above
may include statements that may be deemed to be "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
Those statements may address activities, events or developments that we expect
or anticipate 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 we are active, business
strategy, expansion and growth of our business and operations and other matters.
Statements of that kind are forward-looking statements. Although we will base
the expectations expressed in forward-looking statements on assumptions that we
will think are reasonable within the bounds of our knowledge of our business, a
number of factors could cause actual results to differ materially from those
expressed in any forward-looking statements, whether oral or written, that we
make or that are made on our behalf. We have previously identified many of
these factors in filings or statements we have made by or that have been made on
our behalf. All phases of our operations are subject to influences outside our
control. Any one, or a combination, of these factors could materially affect the
results of our operations. These factors include: the cost of goods, competitive
pressures, inflation, consumer debt levels, currency exchange fluctuations,
trade restrictions, changes in tariff and freight rates, Year 2000 issues,
unemployment levels, interest rate fluctuations and other capital market and
economic conditions. Forward-looking statements that we make or that are made on
our behalf are based on knowledge of our business and the environment in which
we operate, but because of the factors listed above and other similar factors,
actual results may differ from the results stated in the forward-looking
statements. Consequently, all of the forward-looking statements made are
qualified by these and other cautionary statements, and we cannot assure you
that the actual results or developments that we anticipate will be realized or,
even if substantially realized, will have the expected consequences to or
effects on us or our business or operations.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: October 20, 2000
WAL-MART STORES, INC.
By: /s/ Thomas M. Schoewe
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Name: Thomas M. Schoewe
Title: Executive Vice President
and Chief Financial Officer
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