S-3: Registration statement for specified transactions by certain issuers
Published on June 16, 1998
As filed with the Securities and Exchange Commission on June 16, 1998
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WAL-MART STORES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 71-0415188
- ------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
702 S.W. Eighth Street
Bentonville, Arkansas 72716
(501) 273-4000
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
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Copies to:
ROBERT K. RHOADS DUDLEY W. MURREY
Wal-Mart Stores, Inc. Hughes & Luce, L.L.P.
702 S.W. Eighth Street 1717 Main Street, Suite 2800
Bentonville, Arkansas 72716 Dallas, Texas 75201
(501) 273-4000 (214) 939-5500
(Name, address, and telephone number,
including area code, of agent for service)
--------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION
STATEMENT.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]
CALCULATION OF REGISTRATION FEE
(1) Estimated solely for the purpose of calculating the registration fee on the
basis of the average of the high and low price paid per share of Common
Stock, as reported on the New York Stock Exchange, Inc. on June 15, 1998, in
accordance with Rule 457(c) promulgated under the Securities Act of 1933, as
amended.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
[Red Herring Legend]
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF, THESE
SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL PRIOR TO REGISTRATION, QUALIFICATION OR FILING UNDER THE SECURITIES
LAWS OF ANY SUCH JURISDICTION.
SUBJECT TO COMPLETION, DATED JUNE 16, 1998
WAL-MART STORES, INC.
14,710,000 SHARES OF COMMON STOCK
This Prospectus relates to 14,710,000 shares (the "Shares") of Common
Stock, par value $0.10 per share ("Common Stock"), of Wal-Mart Stores, Inc.
("Wal-Mart" or the "Company"), which may be offered by the selling stockholders
named herein or their respective distributes, pledgees, donees, transferees or
other successors in interest (the "Selling Stockholders") from time to time.
The Company will receive no part of the proceeds from sales of the Shares
offered hereby.
Shares of the Common Stock are listed on the New York Stock Exchange
(the "NYSE") and the Pacific Stock Exchange ("PSE") under the trading symbol
"WMT." On June 12, 1998, the closing price of the Common Stock on the NYSE was
$58.8125 per share.
The Shares will be sold either directly by the Selling Stockholders or
through underwriters, brokers, dealers, or agents. At the time any particular
offer of Shares is made, if and to the extent required, the specific number of
Shares offered, the offering price, and the other terms of the offering,
including the names of any underwriters, dealers, or agents, will be set forth
in a supplement to this Prospectus (a "Prospectus Supplement"). Any statement
contained in this Prospectus will be deemed to be modified or superseded by any
inconsistent statement contained in any Prospectus Supplement delivered
herewith.
Unless this Prospectus is accompanied by a Prospectus Supplement
stating otherwise, offers and sales may be made pursuant to this Prospectus only
in ordinary broker's transactions in transactions involving ordinary and
customary brokerage commissions made on the NYSE, on other national securities
exchanges on which the Common Stock is traded, in the over-the-counter market,
or through negotiated transactions.
Walton Enterprises, L.P., a Delaware limited partnership (the
"Partnership"), has agreed to pay all expenses incurred by the Company in
connection with the registration of the Shares and the offers and sales of the
Shares pursuant to this Prospectus. The Selling Stockholders will pay any
underwriting discounts and commissions, and transfer taxes incurred in
connection therewith.
____________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
____________________________________
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY UNDERWRITER, DEALER OR AGENT. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE
AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF.
The date of this Prospectus is __________, 1998.
AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements, information statements,
and other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements, information statements and other
information may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549 and at the Commission's Regional Offices at Seven World Trade Center,
13th Floor, New York, New York 10048; and at Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material may be
obtained at prescribed rates from the Public Reference Room of the Commission at
its principal office in Washington, D.C. The Commission maintains a site on the
World Wide Web that contains documents filed electronically with the Commission.
The address of the Commission's web site is http://www.sec.gov, and the
materials filed electronically by the Company may be inspected at such site. In
addition, the materials filed by the Company at the New York Stock Exchange may
be inspected at the Exchange's offices, 20 Broad Street, New York, New York
10005 and the Pacific Stock Exchange, 301 Pine Street, San Francisco, California
94104.
The Company has filed a Registration Statement on Form S-3 (together
with all amendments and exhibits, referred to as the "Registration Statement")
with the Commission under the Securities Act of 1933, as amended (the
"Securities Act"), concerning the Common Stock. This Prospectus, which
constitutes a part of the Registration Statement, omits certain of the
information contained in the Registration Statement and the exhibits thereto.
Statements contained in this Prospectus, or in any document incorporated by
reference herein, as to the contents of any document are summaries of such
documents and are not necessarily complete, and in each instance reference is
made to the copy of such document filed as an exhibit to the Registration
Statement or such other document, each such statement being hereby qualified in
all respects by such reference. The Registration Statement, including the
exhibits thereto, is on file at the offices of the Commission and may be
inspected and copied as described above.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 1-6991)
pursuant to the Exchange Act are incorporated herein by reference: The Company's
Annual Report on Form 10-K for the fiscal year ended January 31, 1998 as filed
with the Commission on April 23, 1998, the Company's Quarterly Report on Form
10-Q for the quarter ended April 30, 1998 as filed with the Commission on
June 15, 1998, the Company's Current Reports on Form 8-K as filed with the
Commission on February 5, 1998, June 4, 1998 and June 9, 1998, and the
description of the Common Stock contained in the Company's Form 8-A as filed
with the Commission on October 26, 1971, and including any amendment or report
heretofor or hereafter filed for the purpose of updating the description of the
Common Stock contained therein.
All documents and reports filed by the Company pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering relating to this
Prospectus will be deemed to be incorporated by reference into this Prospectus
and to be a part hereof from the dates of filing of such documents or reports.
Any statement contained herein or in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of the Registration
Statement and this Prospectus to the extent that a statement contained herein or
in any subsequently filed document which also is incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of the Registration
Statement or this Prospectus except as that statement is so modified or
superseded.
This Prospectus incorporates documents by reference which are not presented
herein or delivered herewith. Such documents (other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference) are
available, without charge, to any person to whom this Prospectus is delivered,
upon written or oral request to: Allison D. Garrett, Assistant Secretary, Wal-
Mart Stores, Inc., Corporate Offices, 702 S.W. Eighth Street, Bentonville,
Arkansas 72716, telephone number (501) 273-4505.
3
THE COMPANY
The following summary of the business of the Company is qualified in its
entirety by and should be read together with the more detailed information and
financial statements incorporated by reference in this Prospectus. See
"Incorporation of Certain Documents by Reference."
The Company is the world's largest retailer as measured by total revenues.
It is principally engaged in the operation of mass merchandising stores that
serve its customers primarily through the operation of three segments. The Wal-
Mart Stores segment includes the Company's discount stores and Supercenters in
the United States. The Sam's Clubs segment includes the warehouse membership
clubs in the United States. The international segment of the Company's business
includes all of the Company's operations in Argentina, Brazil, Canada, China,
Germany, Mexico and Puerto Rico. At January 31, 1998, the Company operated
1,921 discount stores, 441 Supercenters, and 443 Sam's Clubs in the United
States, and it had operations in all 50 states. At that date, the Company also
operated nine units in Argentina, eight units in Brazil, 144 units in Canada,
three units in China, 21 units in Germany, 402 units in Mexico and 14 units in
Puerto Rico. The units operated by the Company's international segment
represent a variety of retail formats. The Company maintains its principal
offices at 702 S.W. Eighth Street, Bentonville, Arkansas 72716. Its telephone
number there is (501) 273-4000.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the Shares
by the Selling Stockholders.
SELLING STOCKHOLDERS
The following table sets forth certain information as of the date of this
Prospectus with respect to shares of Common Stock owned by the Selling
Stockholders which are covered by this Prospectus. Each of the Selling
Stockholders owns beneficially shares of the Common Stock in addition to those
registered for sale pursuant to this Prospectus.
NAMES OF SELLING STOCKHOLDERS(1) SHARES REGISTERED FOR RESALE
----------------------------- ----------------------------
Number Percentage(2)
------------ -------------
Walton Enterprises, L.P. 14,710,000 *
_______________
(*) Less than 1%.
(1) Includes any distributees, pledgees, donees, transferees or other
successors in interest of any Selling Stockholders. Information
concerning the identity of any such persons and their sales of shares of
Common Stock will be set forth in an amendment or supplement to this
Prospectus. See "Plan of Distribution."
(2) Computed based upon 2,235,430,297 shares of Common Stock outstanding on
May 29, 1998.
PLAN OF DISTRIBUTION
The Selling Stockholders or their respective distributees, pledgees, donees,
transferees or other successors in interest may offer Shares from time to time
depending on market conditions and other factors, in one or more transactions on
the NYSE or other national securities exchanges on which the Shares are traded,
in the over-the-counter market or otherwise, at market prices prevailing at the
time of sale, at negotiated prices, or at fixed prices. The Shares may be
offered in any manner permitted by law, including through underwriters, brokers,
dealers or agents, and directly to one or more purchasers. Sales of Shares may
involve (i) sales to underwriters who will acquire Shares for their own account
and resell them in one or more transactions at fixed prices or at varying prices
determined at time of sale, (ii) block transactions in which the broker or
dealer so engaged will attempt to sell the Shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction, (iii)
purchases by a broker or dealer as principal and resale by such broker or dealer
for its account, (iv) an exchange distribution in accordance with the rules of
any such exchange, and (v) ordinary brokerage transactions and transactions in
which a broker solicits purchasers. Brokers and dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Selling Stockholders and/or purchasers of Shares for whom they may act
as agent (which compensation may be in excess of customary commissions). The
Selling
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Stockholders and any broker or dealer that participates in the distribution of
Shares may be deemed to be underwriters and any commissions received by them and
any profit on the resale of Shares positioned by a broker or dealer may be
deemed to be underwriting discounts and commissions under the Securities Act. In
the event any Selling Stockholder engages an underwriter in connection with the
sale of the Shares, to the extent required, a Prospectus Supplement will be
distributed, which will set forth the number of Shares being offered and the
terms of the offering, including the names of the underwriters, any discounts,
commissions and other items constituting compensation to underwriters, dealers
or agents, the public offering price and any discounts, commissions or
concessions allowed or reallowed or paid by underwriters to dealers.
Pursuant to the Registration Rights Agreement, dated as of March 16, 1998
(the "Registration Rights Agreement"), by and among the Company, the
Partnership, and certain distributees of the Partnership (collectively, the
"Partners"), the Company has agreed to register pursuant to one registration
statement up to 25,000,000 Shares for resale as described above. The Partnership
has agreed to pay the Company's expenses in connection with such registration.
The Selling Stockholders and the Company have agreed to indemnify each other
against certain civil liabilities, including certain liabilities under the
Securities Act, in connection with the registration of the Shares and the resale
of the Shares pursuant to the Registration Statement.
LEGAL MATTERS
Certain legal matters in connection with the validity of the Shares offered
hereby have been passed upon for the Company by Allison D. Garrett, Senior
Corporate Counsel to the Company.
EXPERTS
The consolidated financial statements of Wal-Mart Stores, Inc. and
subsidiaries incorporated by reference in the Company's Annual Report on Form
10-K for the fiscal year ended January 31, 1998, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon
incorporated by reference therein and incorporated herein by reference. Such
financial statements are, and audited financial statements to be included in
subsequently filed documents will be, incorporated herein in reliance upon the
reports of Ernst & Young LLP pertaining to such financial statements (to the
extent covered by consents filed with the Commission) given upon the authority
of such firm as experts in accounting and auditing.
5
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus includes and incorporates by reference certain statements
that may be deemed to be "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
may be included under "The Company" and "Use of Proceeds" among other places,
and in certain portions of the Company's reports, proxy statements, information
statements and other information incorporated herein by reference. Such
forward-looking statements may include statements that address activities,
events or developments that the Company expects or anticipates will or may occur
in the future, including such things as future capital expenditures (including
the amount and nature thereof), expansion and other development trends of
industry segments in which the Company is active, business strategy, expansion
and growth of the Company's business and operations and other such matters.
Although the Company believes the expectations expressed in such forward-looking
statements are based on reasonable assumptions within the bounds of its
knowledge of its business, a number of factors could cause actual results to
differ materially from those expressed in any forward-looking statements,
whether oral or written, made by or on behalf of the Company. Many of these
factors have previously been identified in filings or statements made by or on
behalf of the Company.
All phases of the Company's operations are subject to influence outside its
control. Any one, or a combination, of these factors could materially affect
the results of the Company's operations. These factors include competitive
pressures, inflation, consumer debt levels, currency exchange fluctuations,
trade restrictions, changes in tariff and freight rates, interest rate
fluctuations and other capital market conditions. Forward-looking statements
made by or on behalf of the Company are based on a knowledge of its business and
the environment in which it operates, but because of the factors listed above,
actual results may differ from those in the forward-looking statements.
Consequently, all of the forward-looking statements made are qualified by these
cautionary statements and there can be no assurance that the actual results or
developments anticipated by the Company will be realized or, even if
substantially realized, that they will have the expected consequences to or
effects on the Company or its business or operations. Prospective investors are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of their dates. The Company assumes no obligation to update any
such forward-looking statements.
6
TABLE OF CONTENTS
Page
Available Information............................................. 2
Incorporation of Certain Documents by Reference................... 3
The Company....................................................... 4
Use of Proceeds................................................... 4
Selling Stockholders.............................................. 4
Plan of Distribution.............................................. 4
Legal Matters..................................................... 5
Experts........................................................... 5
Special Note Regarding Forward-Looking Statements................. 6
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Securities and Exchange Commission registration fee $250,322
* Printing and engraving 2,500
* Legal fees and charges 10,000
* Accounting services 5,000
* Miscellaneous 1,000
$268,822
========
_______________
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's By-Laws provide that each person who was or is made a
party to, or is involved in, any action, suit or proceeding by reason of the
fact that he or she was a director or officer of the Registrant (or was serving
at the request of the Registrant as a director, officer, employee or agent for
another entity) will be indemnified and held harmless by the Registrant, to the
full extent authorized by the Delaware General Corporation Law.
Under Section 145 of the Delaware General Corporation Law, a
corporation may indemnify a director, officer, employee or agent of the
corporation against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her if he
or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. In the case of an action brought by or in the right of a
corporation, the corporation may indemnify a director, officer, employee or
agent of the corporation against expenses (including attorneys' fees) actually
and reasonably incurred by him or her if he or she acted in good faith and in a
manner he or she reasonably believed to be in the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless a court finds that, in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court shall deem proper.
The Registrant's Certificate of Incorporation provides that to the
fullest extent permitted by Delaware General Corporation Law as the same exists
or may hereafter be amended, a director of the Registrant shall not be liable to
the Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director. The Delaware General Corporation Law permits Delaware
corporations to include in their certificates of incorporation a provision
eliminating or limiting director liability for monetary damages arising from
breaches of their fiduciary duty. The only limitations imposed under the statute
are that the provision may not eliminate or limit a director's liability (i) for
breaches of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or involving
intentional misconduct or known violations of law, (iii) for the payment of
unlawful dividends or unlawful stock purchases or redemptions, or (iv) for
transactions in which the director received an improper personal benefit.
The Registrant is insured against liabilities which it may incur by
reason of its indemnification of officers and directors in accordance with its
By-Laws. In addition, directors and officers are insured, at the Registrant's
expense, against certain liabilities which might arise out of their employment
and are not subject to indemnification under the By-Laws.
The foregoing summaries are necessarily subject to the complete text
of the statute, Certificate of Incorporation, By-Laws and agreements referred to
above and are qualified in their entirety by reference thereto.
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ITEM 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
1* Form of Underwriting Agreement (any underwriting agreement
entered into with respect to any of the Shares will be
filed as an exhibit to a current report on Form 8-K and
will be deemed incorporated herein by reference).*
4.1 Restated Certificate of Incorporation of the Company
(incorporated herein by reference to Exhibit 3(a) to the
Company's Annual Report on Form 10-K for the year ended
January 31, 1989).
4.2 Certificate of Amendment to Restated Certificate of
Incorporation of the Company (incorporated herein by
reference to Exhibit 4(b) to the Company's Registration
Statement on Form S-8 (File No. 33-43315)).
4.3 By-laws of the Company, as amended June 3, 1993
(incorporated herein by reference to Exhibit 3(b) to the
Company's Annual Report on Form 10-K for the year ended
January 31, 1994).
4.4 Registration Rights Agreement, dated as of March 16, 1998
between the Company, Walton Enterprises, L.P., (the
"Partnership"), and the partners in the Partnership named
therein.
5.1 Opinion of Allison D. Garrett, Senior Corporate Counsel to
the Company, with respect to the legality of the securities
being registered
23.1 Consent of Ernst & Young LLP
23.2 Consent of Allison D. Garrett (included in Exhibit 5.1)
24 Power of Attorney, included in signature pages hereto
_______________
* To be filed by amendment or as an exhibit to a document to be incorporated
by reference herein in connection with any underwritten offering of a Security.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the Prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar amount of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated offering range may be
reflected in the form of a
II-2
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at the time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing
of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel in the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Bentonville, State of Arkansas, on June 16, 1998.
WAL-MART STORES, INC.
By: /s/ David D. Glass
------------------------------------
David D. Glass
President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints S. Robson Walton, David D. Glass and John
B. Menzer, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her in
his or her name, place and stead, in any and all capacities, to sign any or all
amendments to this Registration Statement and additional Registration Statements
relating to the same offering, and to file the same, with all exhibits thereto,
and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
DATE: June __, 1998
----------------------------------------
S. Robson Walton
Chairman of the Board
DATE: June 16, 1998 /s/ David D. Glass
----------------------------------------
David D. Glass
President, Chief Executive
Officer and Director
DATE: June 16, 1998 /s/ Donald G. Soderquist
----------------------------------------
Donald G. Soderquist
Vice Chairman, Chief
Operating Officer
and Director
DATE: June 16, 1998 /s/ John B. Menzer
----------------------------------------
John B. Menzer
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
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DATE: June 16, 1998 /s/ James A. Walker, Jr.
----------------------------------------
James A. Walker, Jr.
Senior Vice President and
Controller
(Principal Accounting Officer)
DATE: June 16, 1998 /s/ Jeronimo Arango
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Jeronimo Arango
Director
DATE: June 16, 1998 /s/ John A. Cooper, Jr.
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John A. Cooper, Jr.
Director
DATE: June __, 1998
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Stephen Friedman
Director
DATE: June __, 1998
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Stanley C. Gault
Director
DATE: June __, 1998
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Roland A. Hernandez
Director
DATE: June __, 1998
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Frederick S. Humphries
Director
DATE: June 16, 1998 /s/ E. Stanley Kroenke
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E. Stanley Kroenke
Director
DATE: June __, 1998
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Elizabeth A. Sanders
Director
DATE: June __, 1998
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Jack C. Shewmaker
Director
DATE: June 16, 1998 /s/ Paula Stern
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Paula Stern
Director
DATE June 16, 1998 /s/ Jose H. Villarreal
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Jose H. Villarreal
Director
DATE: June 16, 1998 /s/ John T. Walton
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John T. Walton
Director
II-5