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Document is copied.
Exhibit 1(c)
Wal Wal-Mart Stores, Inc.
Pricing Agreement
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November 27, 2000
Deutsche Bank Securities Inc.
31 West 52/nd/ Street
New York, New York 10019
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 the Underwriters named therein, to issue and sell to
Deutsche Bank Securities Inc. (the "Designated Underwriter") 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 Deutsche Bank Securities Inc.
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 November
28, 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 the Designated Underwriter, and the Designated Underwriter
agrees to purchase from the Company, at the time and place and at the purchase
price to the Designated Underwriter set forth in Schedule II hereto, the
principal amount of Designated Securities set forth opposite the name of the
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 the Designated Underwriter and the Company.
Very truly yours,
Wal-Mart Stores, Inc.
By: /s/ Rick W. Brazile
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Name: Rick W. Brazile
Title: VP
Accepted as of the date hereof:
Deutsche Bank Securities Inc.
By: /s/ Christopher T. Whitman
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Authorized Representative
By: /s/ Daniel F. Benton
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Authorized Representative
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SCHEDULE I
<TABLE>
<CAPTION>
Principal Amount of
Floating Rate Notes
due December 27, 2001
Designated Underwriter to be Purchased
---------------------- ---------------
<S> <C>
Deutsche Bank Securities Inc............................................. $500,000,000
============
</TABLE>
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SCHEDULE II
(i) Title of Designated Securities:
Floating Rate Notes due December 27, 2001 (the "Notes").
(ii) Aggregate Principal Amount:
$500,000,000.
(iii) Initial Offering Price to the Public:
The Designated Underwriter 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 Underwriter:
The purchase price to the Designated Underwriter shall be 100% of the
principal amount of the Notes, plus accrued interest, if any, from
November 30, 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, and the Second
Supplemental Indenture dated as of June 1, 2000 (collectively, 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 November 27, 2000 (the "Prospectus Supplement") relating to the
Notes (and to be reflected in the global Notes to be delivered at the
Time of Delivery).
(vii) Maturity:
December 27, 2001.
(viii) Interest Rate:
One-Month LIBOR (determined as set forth in the Prospectus Supplement)
minus 10 basis points (0.10%).
Interest shall be payable in arrears and shall be calculated on the
basis of the actual number of days during the relevant interest period
and a 360-day year.
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(ix) Interest Payment Dates:
Monthly, on the 27/th/ day of each calendar month, commencing on
December 27, 2000 and to and including the Maturity Date (subject to
adjustment as set forth in the Prospectus Supplement).
(x) Record Dates:
The fifth day next preceding the applicable Interest Payment Date.
(xi) Interest Determination Dates:
Monthly, on the second London business day prior to an Interest
Payment Date to and including November 25, 2001, except that the
Initial Interest Determination Date will be November 28, 2000.
(xii) Other Interest Rate-Related Provisions:
As set forth in the Prospectus Supplement.
(xiii) 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 --
Redemption Upon a Tax Event" in the Prospectus Supplement relating to
the Notes.
(xiv) Sinking Fund Provisions:
None.
(xv) Time of Delivery:
9:00 a.m., November 30, 2000.
(xvi) Closing Location:
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
(xvii) Name and Address of the Representative:
Deutsche Bank Securities Inc.
31 West 52/nd/ Street
New York, New York 10019
(xviii) Address for Notices:
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Deutsche Bank Securities Inc.
31 West 52/nd/ Street
New York, New York 10019
Attention: Joseph Kopec
Fax: 212-469-7024
(xix) Other Matters:
(A) The 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 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 Underwriter hereby confirms, and the Company
hereby acknowledges, that the sole information furnished in
writing to the Company by, or on behalf of, the Designated
Underwriter specifically for inclusion in the Prospectus
Supplement to the Prospectus dated August 5, 1999 (the
"Prospectus") is as follows:
(1) the name of the Designated Underwriter 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 Underwriter and the corresponding sentence on the
front page of the Prospectus Supplement; and
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(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 Underwriter.
(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 Underwriter 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 Designated Underwriter.
(E) Notwithstanding any provision of the Underwriting Agreement to
the contrary, Deutsche Bank Securities Inc. shall be deemed to
have executed and delivered the Underwriting Agreement.
