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Exhibit 1(c)
Wal-Mart Stores, Inc.
Pricing Agreement
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October 31, 2000
Deutsche Bank Securities Inc.
31 West 52nd 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 1, 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/ J.J.Fitzsimmons
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Name: J.J. Fitzsimomons
Title: Senior Vice President-Finance
Accepted as of the date hereof:
Deutsche Bank Securities Inc.
By: /s/ Christopher T. Whitman
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Authorized Representative
By: /s/ R. Scott Flieger
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Authorized Representative
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SCHEDULE I
Principal Amount of
Floating Rate Notes
due November 30, 2001
to be Purchased
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Designated Underwriter
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Deutsche Bank Securities Inc. ....................... $500,000,000
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SCHEDULE II
(i) Title of Designated Securities:
Floating Rate Notes due November 30, 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 99.98955% of
the principal amount of the Notes, plus accrued interest, if any, from
November 3, 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 October 31, 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:
November 30, 2001.
(viii) Interest Rate:
Three-Month LIBOR (determined as set forth in the Prospectus Supplement)
minus 10 basis points (0.10%), except that the interest rate on the Notes
for the period from November 3, 2000 to November 30, 2000 shall be the
One-Month LIBOR (determined as set forth in the Prospectus Supplement)
minus 10 basis points (0.10%).
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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.
(ix) Interest Payment Dates:
November 30, 2000, February 28, 2001, May 30, 2001, August 30, 2001, and
November 30, 2001.
(x) Record Dates:
The fifteenth day next preceding the applicable Interest Payment
Date.
(xi) Interest Determination Dates:
November 1, 2000, November 28, 2000, February 26, 2001, May 28, 2001 and
August 28, 2001 (subject to adjustment as set forth in the Prospectus
Supplement).
(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 3, 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 52nd Street
New York, New York 10019
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(xviii) Address for Notices:
Deutsche Bank Securities Inc.
31 West 52nd 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.
