PRICING AGREEMENT
Published on April 12, 2001
Exhibit 1(c)
Wal-Mart Stores, Inc.
Pricing Agreement
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April 6, 2001
Lehman Brothers Inc.
3 World Financial Center
200 Vesey Street
New York, New York 10285
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
Lehman Brothers 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 Lehman Brothers 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.
The Company proposes to file with the Commission on or about April 9,
2001 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/ Rick W. Brazile
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Name: Rick W. Brazile
Title: VP
Accepted as of the date hereof:
Lehman Brothers Inc.
By: /s/ Allen B. Cutler
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Authorized Representative
SCHEDULE I
Principal Amount of
4.625% Notes due 2003
Designated Underwriter to be Purchased
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Lehman Brothers Inc....................................... $500,000,000
SCHEDULE II
(i) Title of Designated Securities:
4.625% Notes due 2003 (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 99.857% of
the principal amount of the Notes, plus accrued interest, if any, from
April 11, 2001.
(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 April 6, 2001 (the "Prospectus Supplement") relating to the
Notes (and to be reflected in the global Note to be delivered at the
Time of Delivery).
(vii) Maturity:
April 15, 2003.
(viii) Interest Rate:
4.625% per annum from and including April 11, 2001.
Interest shall be payable semi-annually in arrears and shall be
calculated on the basis of a 360-day year of twelve 30-day months.
(ix) Interest Payment Dates:
April 15 and October 15 of each year, commencing on October 15, 2001.
(x) Record Dates:
April 1 and October 1 of each year.
(xi) 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 Tax Event" in the Prospectus Supplement relating to
the Notes.
(xii) Sinking Fund Provisions:
None.
(xiii) Time of Delivery:
9:00 a.m. (New York City time), April 11, 2001.
(xiv) Closing Location:
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
(xv) Name and Address of the Representatives:
Lehman Brothers Inc.
3 World Financial Center
New York, New York 10285
(xvi) Address for Notices:
Lehman Brothers Inc.
3 World Financial Center
New York, New York 10285
Attention: Debt Capital Markets, Consumer/Retail Products Group
Fax: (212) 526-1553
(xvii) 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
(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
Representatives.