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):
September 20, 2002
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 Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
702 S.W. 8th Street
Bentonville, Arkansas 72716
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(479) 273-4000
Item 5. Other Events.
On September 20, 2002, Wal-Mart Stores, Inc. (the "Company") completed the
sale to the Designated Underwriters (as described below) of $500,000,000
aggregate principal amount of the Company's 4.375% Notes Due 2007 (the "Notes")
pursuant to a Pricing Agreement, dated as of September 17, 2002 (the "Pricing
Agreement"), by and between the Company and Goldman Sachs & Co., J.P. Morgan
Securities Inc. and Lehman Brothers Inc., as representatives for themselves and
the other underwriters named therein (the "Designated Underwriters") (and
acknowledged by Wal-Mart Cayman (Euro) Finance Co., a Cayman Islands exempted
company, Wal-Mart Cayman (Canadian) Finance Co., a Cayman Islands exempted
company, and Wal-Mart Cayman (Sterling) Finance Co., a Cayman Islands exempted
company (collectively, the "Finance Subsidiaries")). The Pricing Agreement
incorporates by reference the terms of that certain Underwriting Agreement,
dated as of July 26, 2001, by and between the Company, the Finance Subsidiaries
and the underwriters named therein.
The Notes form a part of the series of the Company's 4.375% Notes Due 2007
(the "4.375% Series") and will have the same terms as the other notes of this
series that are issued and outstanding other than their date of issue and the
price at which the Notes were offered to the public. Notes of the 4.375% Series
were initially issued in the aggregate principal amount of $1,000,000,000 on
July 12, 2002, and as a result of this issuance of the $500,000,000 of the Notes
on September 20, 2002, notes of the 4.375% Series are now issued in the
aggregate principal amount of $500,000,000. The 4.375% Series was created and
established, and the terms and conditions of the 4.375% Series were established,
by action of the Company and an authorized officer of the Company pursuant to
and in accordance with the Indenture, dated as of July 5, 2001, between the
Company and the Finance Subsidiaries as Issuers, the Company as the Guarantor of
any Debt Securities issued by any of the Finance Subsidiaries and Bank One Trust
Company, NA, as Trustee (the "Indenture"). The terms of the Notes are as set
forth in the Indenture, which is an exhibit to the Registration Statement on
Form S-3 of the Company (Commission File No. 333-64740), and in the form of
Notes, a copy of which is filed as an Exhibit to this Current Report on Form
8-K. The Notes were delivered in the form of two global notes representing the
Notes issued and sold (the "Global Notes"). Copies of the Pricing Agreement and
the Underwriting Agreement, as well as the form of the Global Notes, are
attached as exhibits to this Current Report on Form 8-K. Also attached to this
Current Report on Form 8-K is the Series Terms Certificate, as contemplated by
the Indenture, which evidences the establishment of certain terms and conditions
of the 4.375% Series in accordance with the Indenture.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
1(a) Pricing Agreement, dated as of September 17, 2002, between the
Company and the Designated Underwriters (and acknowledged by the
Finance Subsidiaries).
1(b) Underwriting Agreement, dated as of July 26, 2001, by and among the
Company, the Finance Subsidiaries and the underwriters named therein.
4(a) Series Terms Certificate for Wal-Mart Stores, Inc. 4.375% Notes Due
2007.
4(b) Form of Global Note representing the Wal-Mart Stores, Inc. 4.375%
Notes Due 2007.
5 Hughes & Luce, LLP Legality Opinion.
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: September 23, 2002
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
INDEX TO EXHIBITS
Exhibit
Number Description
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1(a) Pricing Agreement, dated as of September 17, 2002, between the
Company and the Designated Underwriters (and acknowledged by the
Finance Subsidiaries).
1(b) Underwriting Agreement, dated as of July 26, 2001 by and among
the Company, the Finance Subsidiaries and the underwriters named
therein.
4(a) Series Terms Certificate for Wal-Mart Stores, Inc. 4.375% Notes Due
2007.
4(b) Form of Global Note representing the Wal-Mart Stores, Inc. 4.375%
Notes Due 2007.
5 Hughes & Luce, LLP Legality Opinion.