8-K: Current report filing
Published on June 4, 1998
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):
June 2, 1998
Wal-Mart Stores, Inc.
---------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 001-06991 71-0415188
-------- --------- ----------
(STATE OR OTHER (COMMISSION FILE NUMBER) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION NO.)
INCORPORATION)
702 S.W. 8th Street
Bentonville, Arkansas 72716
----------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code:
(501) 273-4000
ITEM 5. OTHER EVENTS.
On June 2, 1998, the Securities and Exchange Commission (the "Commission")
declared effective a Registration Statement on Form S-3 of Wal-Mart Stores, Inc.
(the "Company"), Registration Statement No. 333-52045 (the "1998 Registration
Statement"), pursuant to which the Company registered for the shelf $750,000,000
of its Debt Securities. On June 2, 1998, the Company commenced an underwritten
offering (the "Offering") of $500,000,000 aggregate principal amount of its
Puttable Reset Securities due June 1, 2018 (the "Bonds"), which Bonds are being
offered and sold pursuant to the Company's Registration Statement on Form S-3,
Registration No. 33-53125 (the "1994 Registration Statement") and the 1998
Registration Statement. The purpose of this Current Report on Form 8-K is: (A)
to file with the Commission pursuant to the provisions of Section 13(a) of the
Securities Exchange Act of 1934, as amended, (i) the form of Calculation Agency
Agreement to be entered into by the Company and Goldman, Sachs & Co. in
connection with the Bonds (the "Calculation Agency Agreement") and (ii) the
Statement of Eligibility of Trustee on Form T-1 of The First National Bank of
Chicago, the trustee under the Indenture dated as of April 1, 1991 between the
Company and The First National Bank of Chicago, as Trustee (the "Statement of
Eligibility"); and (B) to incorporate by reference (i) in the 1998 Registration
Statement, the Underwriting Agreement among the Company, Goldman, Sachs & Co.
and Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated May 18, 1994
pursuant to which the Bonds are to be sold to the underwriters in the Offering
as Exhibit 1 to the 1998 Registration Statement and (ii) in the 1994
Registration Statement and in the 1998 Registration Statement, the Statement of
Eligibility and the Calculation Agency Agreement as Exhibits 10.1 and 25.1,
respectively, to the 1994 Registration Statement and as Exhibits 10.1 and 25,
respectively, to the 1998 Registration Statement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
1 Underwriting Agreement among the Company, Goldman, Sachs & Co.
and Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated May 18,
1994 (incorporated by reference from Registration Statement on Form S-
3, Registration No. 33-53125).
10.1 Form of Calculation Agency Agreement between Wal-Mart Stores, Inc. and
Goldman, Sachs & Co.
25 Statement of Eligibility of Trustee on Form T-1.
1
SIGNATURES
----------
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: June 3, 1998 WAL-MART STORES, INC.
By: /s/ John B. Menzer
----------------------------------
John B. Menzer,
Executive Vice President and
Chief Financial Officer
2
INDEX TO EXHIBITS
Exhibit
Number Description
------- -----------
10.1 Form of Calculation Agency Agreement between Wal-Mart Stores, Inc.
and Goldman, Sachs & Co.
25 Statement of Eligibility of Trustee on Form T-1.
3