<PAGE>
Exhibit 1(c)
Wal-Mart Stores, Inc.
Pricing Agreement
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July 27, 2000
Lehman Brothers Inc.
3 World Financial Center
200 Vesey Street
New York, New York 10285
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Dear Sirs:
Wal-Mart Stores, Inc., a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated August 5, 1999 (the "Underwriting Agreement"),
between the Company and Lehman Brothers Inc. and the other Underwriters named
therein, to issue and sell to Lehman Brothers Inc. and Goldman, Sachs & Co. (the
"Designated Underwriters") the Securities specified in Schedule II hereto (the
"Designated Securities").
Each of the provisions of the Underwriting Agreement is incorporated
herein by reference in its entirety and shall be deemed to be a part of this
Pricing Agreement to the same extent as if such provisions had been set forth in
full herein except as modified and supplemented as follows: (i) references to
the "Registration Statement" in the Underwriting Agreement shall be deemed to be
references to the Company's registration statement on Form S-3 (File No. 333-
82909); (ii) each of the representations and warranties set forth therein shall
be deemed to have been made at and as of the date of this Pricing Agreement,
except that each representation and warranty that refers to the Prospectus in
Section 2 of the Underwriting Agreement shall be deemed to be a representation
or warranty as of the date of the Underwriting Agreement in relation to the
Prospectus (as therein defined), and also a representation and warranty as of
the date of this Pricing Agreement in relation to the Prospectus as amended or
supplemented relating to the Designated Securities that are the subject of this
Pricing Agreement; (iii) each reference to the "Representatives" herein and in
the provisions of the Underwriting Agreement as incorporated by reference in
this Pricing Agreement shall be deemed to refer to Lehman Brothers Inc. and
Goldman, Sachs & Co.; and (iv) except as further modified, amended or
supplemented by the terms and provisions of Schedule II hereto. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are used herein as
therein defined.
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The Company proposes to file with the Commission on or about July 27,
2000 a final prospectus supplement to the Prospectus relating to the Designated
Securities (which will be in a form reasonably approved by the Representatives).
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Designated Underwriters, and each of the
Designated Underwriters agrees, severally and not jointly, to purchase from the
Company, at the time and place and at the purchase price to the Designated
Underwriters set forth in Schedule II hereto, the principal amount of Designated
Securities set forth opposite the name of such Designated Underwriter in
Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign
and return to us two counterparts hereof, and upon acceptance hereof by you,
this letter and such acceptance hereof, including the provisions of the
Underwriting Agreement incorporated herein by reference, shall constitute a
binding agreement between each of the Designated Underwriters and the Company.
Very truly yours,
Wal-Mart Stores, Inc.
By: ___________________________________
Name:
Title:
Accepted as of the date hereof:
Lehman Brothers Inc.
By:____________________________________
Authorized Representative
Goldman, Sachs & Co.
By:____________________________________
Authorized Representative
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SCHEDULE I
<TABLE>
<CAPTION>
Designated Underwriter Principal Amount of
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6.875% Notes due 2002
to be Purchased
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<S> <C>
Lehman Brothers Inc....................................... $250,000,000
Goldman, Sachs & Co....................................... 250,000,000
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Total................................... $500,000,000
============
</TABLE>
SCHEDULE II
(i) Title of Designated Securities:
6.875% Notes due 2002 (the "Notes").
(ii) Aggregate Principal Amount:
$500,000,000.
(iii) Initial Offering Price to the Public:
The Designated Underwriters will offer the Notes to the public from time
to time for sale in negotiated transactions, or otherwise, at varying
prices to be determined at the time of each sale.
(iv) Purchase Price to Designated Underwriters:
The purchase price to the Designated Underwriters shall be 99.903% of the
principal amount of the Notes, plus accrued interest, if any, from August
1, 2000.
(v) Specified Funds For Payment of Purchase Price:
Immediately available funds by wire.
(vi) Indenture:
Indenture dated as of April 1, 1991, as amended by the First Supplemental
Indenture, dated as of September 9, 1992 (together, the "Indenture"),
between the Company and Bank One Trust Company, NA, as successor in
interest to The First National Bank of Chicago, as Trustee, as further
modified and supplemented by the specific terms, conditions and other
provisions of the Notes as set forth under the caption "Description of
the Notes" in the Prospectus Supplement to be dated on or about July 27,
2000 (the
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"Prospectus Supplement") relating to the Notes (and to be reflected in
the global Notes to be delivered at the Time of Delivery).
(vii) Maturity:
August 1, 2002.
(viii) Interest Rate:
6.875% per annum from and including August 1, 2000.
Interest shall be payable semi-annually in arrears and shall be
calculated on the basis of a 360-day year of twelve 30-day months.
(ix) Interest Payment Dates:
February 1 and August 1 of each year, commencing on February 1, 2001.
(x) Record Dates:
January 15 and July 15 of each year.
(xi) Redemption Provisions:
No mandatory redemption provisions.
The Company may, at its option, redeem the Notes in whole, but not in
part, as set forth under the caption "Description of the Notes C
Redemption Upon a Tax Event" in the Prospectus Supplement relating to
the Notes.
(xii) Sinking Fund Provisions:
None.
(xiii) Time of Delivery:
9:00 a.m., August 1, 2000.
(xiv) Closing Location:
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
(xv) Names and Addresses of the Representatives:
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Lehman Brothers Inc.
3 World Financial Center
200 Vesey Street
New York, New York 10285
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
(xvi) Addresses for Notices:
Lehman Brothers Inc.
3 World Financial Center
200 Vesey Street
New York, New York 10285
Attention: Syndicate Department
Fax: (212) 528-8822
Goldman, Sachs & Co.
One Liberty Plaza
New York, New York 10005
Attention: Registration Department
Fax:
(xvii) Other Matters:
(A) Each Designated Underwriter hereby represents to, and agrees
with, the Company that:
(1) it has not offered or sold and prior to the date
six months after the Time of Delivery will not offer or sell
Notes in the United Kingdom except to persons whose ordinary
activities involve them in acquiring, holding, managing or
disposing of investments as principal or agent for the
purposes of their businesses or otherwise in circumstances
which have not resulted and will not result in an offer to
the public in the United Kingdom within the meaning of the
public offers of Securities Regulations 1995;
(2) it has complied and will comply with all
applicable provisions of the Financial Services Act 1986
with respect to anything done by it in relation to the Notes
in, from or otherwise involving the United Kingdom; and
(3) it has only issued or passed on, and will only
issue or pass on, in the United Kingdom any document
received by it in connection with the issue of the Notes to
a person who is of a kind described in
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Article 11(3) of the Financial Services Act 1986 (Investment
Advertisement) (Exemptions) Order 1996 (as amended) or is a
person to whom the document may otherwise lawfully be issued
or passed on.
(B) The Designated Underwriters hereby severally confirm, and the
Company hereby acknowledges, that the sole information furnished
in writing to the Company by, or on behalf of, the Designated
Underwriters specifically for inclusion in the Prospectus
Supplement to the Prospectus dated August 5, 1999 (the
"Prospectus") is as follows:
(1) the names of the Designated Underwriters on the
front and back cover pages of the Prospectus Supplement;
(2) the first sentence of the second paragraph of text
under the caption "Underwriting" in the Prospectus
Supplement concerning certain terms of the offering by the
Designated Underwriters and the corresponding sentence on
the front page of the Prospectus Supplement; and
(3) the third and fourth paragraphs of text under the
caption "Underwriting" in the Prospectus Supplement
concerning stabilization, overallotment and related
activities by the Designated Underwriters.
(C) With respect to matters of New York law, Hughes & Luce, L.L.P.
may rely on a written opinion of Fulbright & Jaworski L.L.P. to
be delivered to the Designated Underwriters at the Time of
Delivery.
(D) Notwithstanding Section 7(e) of the Underwriting Agreement, Ernst
& Young LLP shall deliver a single letter in accordance with such
Section 7(e) at the Time of Delivery (and not on the date
hereof), which letter shall be in form and substance satisfactory
to the Representatives.
