SC 13G/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on February 13, 1995
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the
Securities Exchange Act of 1934
(Amendment
No. 14)*
WAL-MART
STORES, INC.
(Name
of
Issuer)
Common
Stock
(Title
of
Class of Securities)
931142-10-3
(CUSIP
Number)
Check
the
following box if a fee is being paid with this statement _____. (A fee is not
required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed
to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP
No.
931142-10-3
13G
|
1.
|
NAME
OF REPORTING PERSON
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Helen
R. Walton
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
1,051,350**
|
|
|
6.
|
SHARED
VOTING POWER
871,740,626**
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
1,051,350**
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
871,740,626**
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
872,791,976**
|
||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
37.97%
|
||
|
12.
|
TYPE
OF REPORTING PERSON*
IN
|
||
|
|
*SEE
INSTRUCTION BEFORE FILLING OUT!
**For
additional information, see Schedule A and the footnotes
thereto.
|
||
Page
2 of 15
CUSIP
No.
931142-10-3
13G
|
1.
|
NAME
OF REPORTING PERSON
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S.
Robson Walton
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
406,707**
|
|
|
6.
|
SHARED
VOTING POWER
871,760,878**
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
377,216**
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
871,760,878**
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
872,167,585**
|
||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
37.95%
|
||
|
12.
|
TYPE
OF REPORTING PERSON*
IN
|
||
|
|
*SEE
INSTRUCTION BEFORE FILLING OUT!
**For
additional information, see Schedule A and the footnotes
thereto.
|
||
Page
3 of 15
CUSIP
No.
931142-10-3
13G
|
1.
|
NAME
OF REPORTING PERSON
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John
T. Walton
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
2,798,016**
|
|
|
6.
|
SHARED
VOTING POWER
871,854,718**
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
2,798,016**
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
871,854,718**
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
874,652,734**
|
||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
38.05%
|
||
|
12.
|
TYPE
OF REPORTING PERSON*
IN
|
||
|
|
*SEE
INSTRUCTION BEFORE FILLING OUT!
**For
additional information, see Schedule A and the footnotes
thereto.
|
||
Page
4 of 15
CUSIP
No.
931142-10-3
13G
|
1.
|
NAME
OF REPORTING PERSON
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jim
C. Walton
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
4,564,068**
|
|
|
6.
|
SHARED
VOTING POWER
871,740,626**
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
4,564,068**
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
871,740,626**
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
876,304,694**
|
||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
38.13%
|
||
|
12.
|
TYPE
OF REPORTING PERSON*
IN
|
||
|
|
*SEE
INSTRUCTION BEFORE FILLING OUT!
**For
additional information, see Schedule A and the footnotes
thereto.
|
||
Page
5 of 15
CUSIP
No.
931142-10-3
13G
|
1.
|
NAME
OF REPORTING PERSON
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alice
L. Walton
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
1,140,000**
|
|
|
6.
|
SHARED
VOTING POWER
871,740,626**
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
1,140,000**
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
871,740,626**
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
872,880,626**
|
||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
37.98%
|
||
|
12.
|
TYPE
OF REPORTING PERSON*
IN
|
||
|
|
*SEE
INSTRUCTION BEFORE FILLING OUT!
**For
additional information, see Schedule A and the footnotes
thereto.
|
||
Page
6 of 15
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Schedule
13G
|
Item
1.
|
|||
|
(a) Name
of Issuer.
|
|||
|
Wal-Mart
Stores, Inc.
|
|||
|
(b) Address
of Issuer’s Principal Executive Offices.
|
|||
|
702
S.W. 8th Street
Bentonville,
Arkansas 72716
|
|||
|
Item
2.
|
|||
|
(a) Names
of Persons Filing.
|
|||
|
Helen
R. Walton;
S.
Robson Walton;
John
T. Walton;
Jim
C. Walton; and
Alice
L. Walton
|
|||
|
(b) Address
of Principal Business Offices, or, If
None, Residences.
|
|||
|
The
principal business office of each
person
named in Item 2(a) above is 125 West
Central,
#218, Bentonville, Arkansas 72712.
|
|||
|
(c) Citizenship.
|
|||
|
Each
person filing this Schedule 13G
is
a citizen of the United States.
|
|||
|
(d) Title
of Class of Securities.
|
|||
|
Common
Stock.
|
|||
|
(e) CUSIP
Number.
|
|||
|
931142-10-3
|
|||
|
Item
3.
|
If
this statement is filed pursuant to Rule 13d-1(b),
or
13d-2(b), check whether the person filing is a:
|
||
|
Not
applicable
|
|||
Page
7 of 15
|
Item
4.
|
Ownership
|
|
|
(a) Amount
of Beneficially Owned.
|
||
|
See
Schedule A hereto.
|
||
|
(b) Percent
of Class.
|
||
|
See
Schedule A hereto.
|
||
|
(c) Number
of shares as to which each person filing
this
Schedule
13G has (i) sole power to vote or
to direct the vote;
(ii) shared power to vote or
to
direct the
vote; (iii) sole power to dispose
or
to direct
the disposition
of; or (iv) shared
power
to
dispose or to direct the disposition
of.
|
||
|
See
Schedule A hereto.
|
||
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
|
|
Not
applicable.
|
||
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of
Another
Person.
|
|
|
Not
applicable.
|
||
|
Item
7.
|
Identification
and Classification of the Subsidiary
which
Acquired the Security Being Reported on By the
Parent
Holding Company.
|
|
|
Not
applicable.
|
||
|
Item
8.
|
Identification
and Classification of Members of the
Group.
|
|
|
If
a group has filed this Schedule pursuant
to
Rule 13d-1(c), attach an exhibit stating
the
identity of each member of this group:
The
identity of each member of the group is
disclosed
on the cover pages attached
hereto.
|
||
|
Item
9.
|
Notice
of Dissolution of Group.
|
|
|
Not
applicable.
|
||
Page
8 of 15
|
Item
10.
|
Certification
|
|
|
Not
applicable.
|
||
SIGNATURE
After
reasonable
inquiry and to the best of the knowledge
and belief of each of the undersigned, each of
the
undersigned certifies that the information set forth
in
this statement is true, complete and correct.
Date
| February 10, 1995 | |
| Date | |
|
/s/ Helen
R. Walton
|
|
|
/s/ S.
Robson Walton
|
|
|
S. Robson Walton
|
|
|
/s/ John
T. Walton
|
|
|
John T. Walton
|
|
|
/s/ Jim
C. Walton
|
|
|
Jim C. Walton
|
|
|
/s/ Alice
L. Walton
|
|
|
Alice
L. Walton
|
|
Page
9 of 15
Schedule
A
BENEFICIAL OWNERSHIP OF COMMON STOCK
In
the
following table, each reference to the percentage of common stock beneficially
owned by a reporting person is calculated using the 2,298,426,109 shares of
common stock outstanding on October 31, 1994, as shown by the most recent report
published by the issuer. The footnotes to the following table describe, among
other things, the extent to which each reporting person disclaims beneficial
ownership of the common stock set forth opposite such reporting person’s name in
such table.
|
Reporting
Person
|
Aggregate
Number
of
Shares
of
Common
Stock Beneficially Owned
|
Percentage
Outstanding Common
Stock
|
Number
of Shares of Common Stock as to
Which
Reporting Person has
|
|||
|
Sole
Power
to
Vote
|
Shared
Power
to Vote
|
Sole
Power to Dispose
|
Shared
Power to Dispose
|
|||
|
Helen
R. Walton 1/
|
872,791,976
|
37.97%
|
1,051,350
|
871,740,626
|
1,051,350
|
871,740,626
|
|
S.
Robson Walton 2/
|
872,167,585
|
37.95%
|
406,707
|
871,760,878
|
377,216
|
871,760,878
|
|
John
T. Walton 3/
|
874,652,734
|
38.05%
|
2,798,016
|
871,854,718
|
2,798,016
|
871,854,718
|
|
Jim
C. Walton 4/
|
876,304,694
|
38.13%
|
4,564,068
|
871,740,626
|
4,564,068
|
871,740,626
|
|
Alice
L. Walton 5/
|
872,880,626
|
37.98%
|
1,140,000
|
871,740,626
|
1,140,000
|
871,740,626
|
1/ The
number and percentage of
shares of common stock shown in the table as beneficially owned by Helen
R.
Walton represent (a) 1,030,230 shares held directly by Helen R. Walton,
(b)
871,273,976 shares held by the Walton Family Voting Trust, as to which
Helen R.
Walton, as a cotrustee thereof, shares voting and dispositive power with
S.
Robson Walton, John T. Walton, Jim C. Walton and Alice L. Walton, the other
cotrustees thereof, (c) 466,650 shares held by the Walton Family Foundation,
Inc., as to which, Helen R. Walton, as director thereof, shares voting
and
Page
10 of
15
dispositive
power with S. Robson Walton, John T. Walton, Jim C. Walton, and Alice
L. Walton,
the other directors thereof, and (d) 21,120 shares held by Helen R. Walton
as
custodian for certain of her grandchildren under UGMA.
With
respect to the Walton Family
Voting Trust mentioned above, as a general matter, dispositive power
over all of
the shares held thereby is exercised by the trustees thereof. However,
any
disposition of shares must be approved by the beneficiaries thereof holding
70%
or more of the interests therein. The reporting persons filing this Schedule
13G
together hold more than 70% of such interests.
Helen
R. Walton disclaims beneficial
ownership of the shares listed in (c) and (d) above. She also disclaims
beneficial ownership of the shares listed in (b) above, except to the
extent of
her actual ownership interest in the entity listed therein.
2/ The
number and percentage of shares of common stock shown in the table as
beneficially owned by S. Robson Walton represent (a) 238,456 shares held
directly by S. Robson Walton, (b) 16,000 shares beneficially owned by
his wife,
Carolyn F. Walton, (c) 2,560 shares beneficially owned by his son, Benjamin
Walton, (d) 488 shares held by S. Robson Walton as custodian for certain
nieces
and nephews of his, (e) 113,920 shares held by the James M. Walton 1987
Trust,
of which S. Robson Walton is the sole trustee, (f) 1,692 shares held
by the Jim
C. Walton Irrevocable Children’s Trust, as to which S. Robson Walton, as a
cotrustee
Page
11 of
15
thereof,
shares voting and dispositive power with John T. Walton, the other cotrustee
thereof, (g) 871,273,976 shares held by the Walton Family Voting Trust,
as to
which S. Robson Walton, as a cotrustee thereof, shares voting and dispositive
power with Helen R. Walton, John T. Walton, Jim C. Walton and Alice L.
Walton,
the other cotrustees thereof, (h) 466,650 shares held by the Walton Family
Foundation, Inc., as to which, S. Robson Walton, as director thereof, shares
voting and dispositive power with Helen R. Walton, John T. Walton, Jim
C.
Walton, and Alice L. Walton, the other directors thereof, (i) 24,352 shares
representing shares covered by stock options exercisable by S. Robson Walton
under the Wal-Mart Stock Option Plan of 1984, and (j) 29,491 shares held
under
the Wal-Mart Profit Sharing Plan for the benefit of S. Robson
Walton.
With
respect to the Walton Family
Voting Trust mentioned above, as a general matter, dispositive power over
all of
the shares held thereby is exercised by the trustees thereof. However,
any
disposition of shares must be approved by the beneficiaries thereof holding
70%
or more of the interests therein. The reporting persons filing this Schedule
13G
together hold more than 70% of such interests.
S.
Robson
Walton, disclaims beneficial ownership of the shares listed in (b), (c),
(d),
(e), (f) and (h) above. He also disclaims beneficial ownership of the shares
listed in (g) above, except to the extent of his actual ownership interest
in
the entity listed therein.
Page
12 of
15
3/ The
number and percentage of shares of common stock shown in the table as
beneficially owned by John T. Walton represent (a) 2,798,016 shares held
directly by John T. Walton, (b) 112,400 shares beneficially owned by his
wife,
Christy R. Walton, (c) 1,692 shares held by the Jim C. Walton Irrevocable
Children’s Trust, as to which John T. Walton, as a cotrustee thereof, shares
voting and dispositive power with S. Robson Walton, the other cotrustee thereof,
(d) 871,273,976 shares held by the Walton Family Voting Trust, as to which
John
T. Walton, a cotrustee thereof, shares voting and dispositive power with
Helen
R. Walton, S. Robson Walton, Jim C. Walton and Alice L. Walton, the other
cotrustees thereof, and (e) 466,650 shares held by the Walton Family Foundation,
Inc., as to which, John T. Walton, as director thereof, shares voting and
dispositive power with Helen R. Walton, S. Robson Walton, Jim C. Walton,
and
Alice L. Walton, the other directors thereof.
With
respect to the Walton Family
Voting Trust mentioned above, as a general matter, dispositive power over
all of
the shares held thereby is exercised by the trustees thereof. However, any
disposition of shares must be approved by the beneficiaries thereof holding
70%
or more of the interests therein. The reporting persons filing this Schedule
13G
together hold more than 70% of such interests.
John
T. Walton disclaims beneficial
ownership of the shares listed in (b), (c) and (e) above. He also disclaims
beneficial ownership of the shares listed in (d) above, except
to
Page
13 of
15
the
extent
of his actual ownership interest in the entity listed therein.
4/ The
number and percentage of shares of common stock shown in the table as
beneficially owned by Jim C. Walton represent (a) 3,316,992 shares held
directly
by Jim C. Walton, (b) 341,760 shares held by Jim C. Walton as guardian
or
custodian for certain children of his, (c) 871,273,976 shares held by the
Walton
Family Voting Trust, as to which Jim C. Walton, as a cotrustee thereof,
shares
voting and dispositive power with Helen R. Walton, S. Robson Walton, John
T.
Walton and Alice L. Walton, the other cotrustees thereof, (d) 466,650 shares
held by the Walton Family Foundation, Inc., as to which, Jim C. Walton,
as
director thereof, shares voting and dispositive power with Helen R. Walton,
S.
Robson Walton, John T. Walton, and Alice L. Walton, the other directors
thereof,
and (e) 905,316 shares held by Walton Investment Partnership, as to which
Jim C.
Walton, as trustee of certain trusts that are general partners thereof
and that,
in the aggregate, hold a majority interest therein, holds sole voting and
dispositive power.
With
respect to the Walton Family Voting Trust mentioned above, as a general
matter,
dispositive power over all of the shares held thereby is exercised by the
trustees thereof. However, any disposition of shares must be approved by
the
beneficiaries thereof holding 70% or more of the interests therein. The
reporting persons filing this Schedule 13G together hold more than 70%
of such
interests.
Page
14 of
15
Jim
C. Walton disclaims beneficial
ownership of the shares listed in (b), (d) and (e) above. He also disclaims
beneficial ownership of the shares listed in (c) above, except to the extent
of
his actual ownership interest in the entity listed therein.
5/ The
number and percentage of shares of common stock in the table as beneficially
owned by Alice L. Walton represent (a) 1,140,000 shared held directly by
Alice
L. Walton, and (b) 871,273,976 shares held by the Walton Family Voting Trust,
as
to which Alice L. Walton, as a cotrustee thereof, shares voting and dispositive
power with Helen R. Walton, S. Robson Walton, Jim C. Walton and John T. Walton,
the other cotrustees thereof, and (c) 466,650 shares held by the Walton Family
Foundation, Inc., as to which, Alice L. Walton, as director thereof, shares
voting and dispositive power with Helen R. Walton, S. Robson Walton, John
T.
Walton, and Jim C. Walton, the other directors thereof.
With
respect to the Walton Family Voting Trust mentioned above, as a general matter,
dispositive power over all of the shares held thereby is exercised by the
trustees thereof. However, any disposition of shares must be approved by
the
beneficiaries thereof holding 70% or more of the interests therein. The
reporting persons filing this Schedule 13G together hold more than 70% of
such
interests.
Alice
L.
Walton disclaims beneficial ownership of the shares listed in (c) above.
She
also disclaims beneficial ownership of the shares listed in (b) above except
to
the extent of her actual ownership interest in the entity listed
therein.
Page
15 of
15