8-K: Current report filing
Published on April 12, 2001
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):
April 11, 2001 (April 6, 2001)
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:
(501) 273-4000
Item 5. Other Events.
On April 11, 2001, Wal-Mart Stores, Inc. (the "Company") completed the sale
to Lehman Brothers Inc. (the "Designated Underwriter") of $500,000,000 aggregate
principal amount of the Company's 4.625% Notes due April 15, 2003 (the "Notes"),
pursuant to a Pricing Agreement, dated as of April 6, 2001, by and among the
Company and the Designated Underwriter (the "Pricing Agreement"). The Pricing
Agreement incorporates by reference the terms of that certain Underwriting
Agreement, dated as of August 5, 1999, by and between the Company and Lehman
Brothers Inc., as representative for itself and the other underwriters named
therein. The Notes were created pursuant to and are 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
"Indenture"). The terms of the Notes are as set forth in the Indenture and in
the form of Notes, a copy of which form is filed as an Exhibit to this Current
Report on Form 8-K. The Designated Underwriter proposes to offer the Notes from
time to time for sale in negotiated transactions, or otherwise, at varying
prices to be determined at the time of each sale. The Notes were delivered in
the form of two global notes (the "Global Notes"). Copies of the Pricing
Agreement and the form of Global Note are attached as exhibits to this Current
Report on Form 8-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
1(c) Pricing Agreement, dated as of April 6, 2001, by and among Wal-Mart
Stores, Inc. and Lehman Brothers 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. 4.625%
Notes Due 2003
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: April 11, 2001
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(c) Pricing Agreement, dated as of April 6, 2001, by and among Wal-Mart
Stores, Inc. and Lehman Brothers 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 Notes representing the Wal-Mart Stores, Inc. 4.625%
Notes Due 2003