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):
July 12, 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 (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:
(479) 273-4000
Item 5. Other Events.
On July 12, 2002, Wal-Mart Stores, Inc. (the "Company") completed the sale
to the Designated Underwriters (as described below) of $1,000,000,000 aggregate
principal amount of the Company's 4.375% Notes Due 2007 (the "Notes") pursuant
to a Pricing Agreement, dated as of July 9, 2002 (the "Pricing Agreement"), by
and between the Company and Lehman Brothers Inc., Goldman Sachs & Co. and J.P.
Morgan Securities 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 series of Notes was created and established, and the terms and
conditions of the series of Notes 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 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 three
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 a Series Terms Certificate,
as contemplated by the Indenture, which evidences the establishment of certain
terms and conditions of the Notes in accordance with the Indenture.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
1(a) Underwriting Agreement, dated as of July 26, 2001, by and
among the Company, the Finance Subsidiaries and the
underwriters named therein.
1(b) Pricing Agreement, dated as of July 9, 2002, between the
Company and the Designated Underwriters (and acknowledged by
the Finance Subsidiaries).
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.
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SIGNATURES
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: July 12, 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
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INDEX TO EXHIBITS
Exhibit
Number Description
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1(a) Underwriting Agreement, dated as of July 26, 2001 by and among the
Company, the Finance Subsidiaries and the underwriters named therein.
1(b) Pricing Agreement, dated as of July 9, 2002, between the Company and
the Designated Underwriters (and acknowledged by the Finance
Subsidiaries).
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.
4