PRICING AGREEMENT
Published on August 6, 2001
Exhibit 1(c)
PRICING AGREEMENT
July 26, 2001
Lehman Brothers Inc.
Goldman, Sachs & Co.
As Representatives of the several
Underwriters named in Schedule I hereto
c/o Lehman Brothers Inc.
3 World Financial Center
200 Vesey Street
New York, New York 10285
-and-
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
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 July 26, 2001, (the "Underwriting Agreement"), between the
Company, on the one hand, and you, on the other hand, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") 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 Agreement
to the same extent as if such provisions had been set forth in full herein; and
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 or 3 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. Each reference to the Representatives herein and in the provisions of
the Underwriting Agreement so incorporated by reference shall be deemed to refer
to you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined.
A supplement to the Prospectus, relating to the Designated Securities, in
the form heretofore delivered to you, is now proposed to be filed with the
Commission.
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 each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in
Schedule II hereto, the principal amount of Designated Securities set forth
opposite the name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and
return to us three counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company and the Finance Subsidiaries.
Very truly yours,
WAL-MART STORES, INC.
By: /s/ Joseph J. Fitzsimmons
--------------------------
Name: Joseph J. Fitzsimmons
Title: Secior Vice President & Treasurer
Acknowledged and agreed as
of the date hereof:
WAL-MART CAYMAN (EURO) FINANCE CO.
By: /s/ Rick W. Brazile
--------------------------------------
Name: Rick W. Brazile
Title: Vice President of Planning & Analysis
WAL-MART CAYMAN (CANADIAN) FINANCE CO.
By: /s/ Rick W. Brazile
--------------------------------------
Name: Rick W. Brazile
Title: Vice President of Planning & Analysis
WAL-MART CAYMAN (STERLING) FINANCE CO.
By: /s/ Rick W. Brazile
--------------------------------------
Name: Rick W. Brazile
Title: Vice President of Planning & Analysis
Accepted as of the date hereof:
LEHMAN BROTHERS INC.
By: /s/ Allen B. Cutler
--------------------------------------
Name: Allen B. Cutler
Title: Managing Director
/s/ Goldman, Sachs & Co.
- ------------------------------------------
(Goldman, Sachs & Co.)
As Representatives of the several
Underwriters named in Schedule I hereto
SCHEDULE I
SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
4.375% Notes Due 2003 ("Notes Due 2003")
5.450% Notes Due 2006 ("Notes Due 2006" and, together with the Notes Due
2003, the "Notes")
AGGREGATE PRINCIPAL AMOUNT:
In the case of the Notes Due 2003, $1,500,000,000; and
in the case of the Notes Due 2006, $1,500,000,000.
PRICE TO PUBLIC:
In the case of the Notes Due 2003, 99.854% of the principal amount of the
Notes Due 2003, plus accrued interest, if any, from July 31, 2001; and
in the case of the Notes Due 2006, 99.814% of the principal amount of the
Notes Due 2006, plus accrued interest, if any, from July 31, 2001.
PURCHASE PRICE TO UNDERWRITERS, SELLING CONCESSIONS AND REALLOWANCE CONCESSIONS:
In the case of the Notes Due 2003, the purchase price to the Underwriters
shall be 99.604% of the principal amount of the Notes Due 2003, plus
accrued interest, if any from July 31, 2001; and the selling concession
shall be 0.150% and the reallowance concession shall be 0.125%, in each
case of the principal amount of the Notes Due 2003; and
in the case of the Notes Due 2006, the purchase price to the Underwriters
shall be 99.464% of the principal amount of the Notes Due 2006, plus
accrued interest, if any from July 31, 2001; and the selling concession
shall be 0.200 % and the reallowance concession shall be 0.125 %, in each
case of the principal amount of the Notes Due 2006.
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Immediately available funds by wire.
INDENTURE:
Indenture dated as of July 5, 2001, among the Company, Wal-Mart Cayman
(Euro) Finance Co., Wal-Mart Cayman (Canadian) Finance Co., Wal-Mart Cayman
(Sterling) Finance Co., as Issuers, Wal-Mart Stores, Inc., as Guarantor,
and Bank One Trust Company, NA, as Trustee.
MATURITY:
In the case of the Notes Due 2003, August 1, 2003; and
in the case of the Notes Due 2006, August 1, 2006.
INTEREST RATE:
In the case of the Notes due 2003, 4.375% from and including July 31, 2001;
and
in the case of the Notes due 2006, 5.450% from and including July 31, 2001.
In the case of all of the Notes, 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.
In addition, the Company shall pay Additional Amounts to holders of each of
the Notes as, and to the extent set forth under the caption "Description of
the Notes--Payment of Additional Amounts" on the Prospectus Supplement
dated the date hereof relating to the Notes.
INTEREST PAYMENT DATES:
In the case of all of the Notes, February 1 and August 1 of each year,
commencing on February 1, 2002.
INTEREST PAYMENT RECORD DATES:
In the case of each of the Notes, January 15 and July 15 of each year,
respectively.
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 a
Tax Event" in the Prospectus Supplemental dated the date hereof relating to
the Notes.
SINKING FUND PROVISIONS:
None.
OTHER PROVISIONS:
As set forth in the Prospectus Supplement dated July 26, 2001 (the
"Prospectus Supplement") to the Prospectus dated July 26, 2001 (the
"Prospectus").
TIME OF DELIVERY:
9:30 a.m. (New York City time) on July 31, 2001
CLOSING LOCATION:
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
NAMES AND ADDRESSES OF REPRESENTATIVES:
Lehman Brothers Inc. Goldman, Sachs & Co.
3 World Finance Center 85 Broad Street
200 Vesey Street New York, New York 10004
New York, New York 10285
ADDRESSES FOR NOTICES:
Lehman Brothers Inc. Goldman, Sachs & Co.
3 World Finance Center 85 Broad Street
200 Vesey Street New York, New York 10004
New York, New York 10285 Attention: Registration Department
Attention: Debt Capital Markets Fax: (212) 902-9020
Consumer Retail Group
Fax: (212) 526-1553
OTHER MATTERS:
(A) Each 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 to 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) Each Underwriter hereby acknowledges and agrees that the Notes may not
be offered, sold, transferred or delivered in or from The Netherlands,
as part of their initial distribution or as party of any re-offering,
and neither this prospectus supplement and the attached prospectus nor
any other document in respect of the offering may be distributed or
circulated in The Netherlands, other than to individuals or legal
entities which include, but are not limited to, banks, brokers,
dealers, institutional investors and undertakings with a treasury
department, who or which trade or invest in securities in the conduct
of a business or profession.
(C) Each Underwriter hereby acknowledges and agrees that the Notes have
not been registered under the Securities and Exchange Law of Japan and
are not being offered or sold and may not be offered or sold, directly
or indirectly, in Japan or to or for the account of any resident of
Japan, except (i) pursuant to an exemption from the registration
requirements of the Securities and Exchange Law of Japan and (ii) in
compliance with any other applicable requirements of Japanese law.
(D) The Underwriters hereby severally confirm, and the Company hereby
acknowledges, that the sole information furnished in writing to the
Company by, or on behalf of, the Underwriters specifically for
inclusion in the Prospectus Supplement is as follows:
(1) the names of the Underwriters 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 Underwriters; and
(3) the third paragraph of text under the caption "Underwriting"
in the Prospectus Supplement concerning stabilization, overallotment
and related activities by the Underwriters.