8-K: Current report filing

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):
December 5, 2000



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 (IRS Employer
Jurisdiction of Number) 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:
(501) 273-4000

Item 5. Other Events.

On December 19, 2000, Wal-Mart Stores, Inc. (the "Company") completed the
offer and sale of (Pounds)500,000,000 aggregate principal amount of the
Company's 5.75% Notes due 2030 (the "Notes"). Goldman Sachs International and
Deutsche Bank Securities Inc. (the "Designated Underwriters") acted as the
underwriters for the offering of the Notes pursuant to a Pricing Agreement,
dated as of December 5, 2000, by and between the Company and the Designated
Underwriters (the "Pricing Agreement"), pursuant to which the Designated
Underwriters adopted and are deemed to have become a party to, and which
incorporates by reference the terms of, that certain Underwriting Agreement,
dated as of August 5, 1999, by and between the Company and the underwriters
named therein. The series of (Pounds)500,000,000 5.75% Notes due 2030 was
created pursuant to and is governed by the Company's 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, between the Company and Bank One Trust Company, NA, as successor in
interest to The First National Bank of Chicago, as Trustee. The Notes were
delivered in the form of one global note (the "Global Note") on December 19,
2000. Copies of the Pricing Agreement and the form of Global Note are attached
as exhibits to this Current Report on Form 8-K.

The Company offered and sold the substantial portion of the Notes outside
the United States. Up to the equivalent of $100 million in aggregate principal
amount of the Notes (the "U.S. Notes") have either been sold in the United
States as a part of the offer and sale of the Notes or may be transferred to one
or more U.S. Persons (as that term is defined in Regulation S of the Securities
and Exchange Commission). The offer and sale of the U.S. Notes was made
pursuant to the Company's Registration Statement on Form S-3 (Registration No.
333-82909) that was declared effective by the Securities and Exchange Commission
on August 5, 1999.


Item 7. Financial Statements and Exhibits.

(c) Exhibits

1(c) Pricing Agreement, dated as of December 5, 2000, by and among Wal-
Mart Stores, Inc., Goldman Sachs International and Deutsche Bank
Securities Inc. The Underwriting Agreement incorporated by reference
in the Pricing Agreement was filed as Exhibit 1(a) to the Company's
Registration Statement on Form S-3 (File No. 333-82909), which was
declared effective on August 5, 1999.

4(d) Form of Global Note representing the Wal-Mart Stores, Inc. 5.75%
Notes Due 2030.

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: December 20, 2000

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
- ------- -----------

1(c) Pricing Agreement, dated as of December 5, 2000, by and among Wal-Mart
Stores, Inc., Goldman Sachs International and Deutsche Bank Securities
Inc.

4(d) Form of Global Notes representing the Wal-Mart Stores, Inc. 5.75%
Notes Due 2030