8-K: Current report filing
Published on May 10, 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):
May 9, 2001 (May 4, 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 (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 May 9, 2001, Wal-Mart Stores, Inc. (the "Company") completed the sale to
The Williams Capital Group, L.P. (the "Designated Underwriter") of $200,000,000
aggregate principal amount of the Company's 4.625% Notes due 2003 (the
"Additional Notes"), pursuant to a Pricing Agreement, dated as of May 4, 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 the underwriters named therein. The series of Securities known as
the Company's 4.625% Notes due 2003 (the "2003 Notes") was created by action of
the Company taken as of April 6, 2001 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 "Indenture"). The terms of the Additional Notes, other
than their principal amount and date of issue, are identical to the terms of the
$500,000,000 aggregate principal amount of 2003 Notes sold on April 11, 2001
(the "Initial Notes"). A copy of the form of the 2003 Notes, which, with the
Indenture, sets forth the terms of each of the 2003 Notes other than principal
amount and issue date, was filed as an Exhibit to the Current Report on Form 8-K
(File No. 001-06991) on April 12, 2001. The Additional Notes have the same
CUSIP, Common Code and ISIN numbers as the Initial Notes, will trade
interchangeably with the Initial Notes and will increase the aggregate principal
amount of the 2003 Notes that are outstanding to $700,000,000. The Designated
Underwriter proposes to offer the Additional 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 Additional Notes were delivered in the form of a global
note (the "Global Note"). A Copy of the Pricing Agreement is attached as an
exhibit to this Current Report on Form 8-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
1(c) Pricing Agreement, dated as of May 4, 2001, by and among Wal-Mart
Stores, Inc. and The Williams Capital Group, L.P. 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.
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: May 9, 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 May 4, 2001, by and among Wal-Mart
Stores, Inc. and The Williams Capital Group, L.P. 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.