Exhibit 1(c)
PRICING AGREEMENT
March 4, 2002
X.X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
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 you (the "Underwriter") 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 the Underwriter, and the Underwriter agrees to purchase from
the Company, at the time and place and at the purchase price to the Underwriter
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,
this letter and such acceptance hereof, including the provisions of the
Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between the Underwriter and the
Company and the Finance Subsidiaries (as defined below).
Very truly yours,
WAL-MART STORES, INC.
By: /s/ Xxxx X. Xxxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President of Planning &
Analysis
Acknowledged and agreed as
of the date hereof:
WAL-MART CAYMAN (EURO) FINANCE CO.
By: /s/ Xxxx X. Xxxxxxx
--------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Managing Director
WAL-MART CAYMAN (CANADIAN) FINANCE CO.
By: /s/ Xxxx X. Xxxxxxx
--------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Managing Director
WAL-MART CAYMAN (STERLING) FINANCE CO.
By: /s/ Xxxx X. Xxxxxxx
--------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Managing Director
2
Accepted as of the date hereof:
X.X. XXXXXX SECURITIES INC.
By: /s/ Xxxxx Xxxxxx
--------------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
3
SCHEDULE I
Underwriter Principal Amount of
----------- Notes to be
Purchased
---------
X.X. Xxxxxx Securities Inc. ......................... $500,000,000
--------------
TOTAL ........................ $500,000,000
Schedule I
SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
4.15% Notes Due 2005 (the "Notes").
AGGREGATE PRINCIPAL AMOUNT:
$500,000,000.
INITIAL OFFERING PRICE TO PUBLIC:
The Underwriter will offer the Notes to the public from time to time
for sale in negotiated transactions, or otherwise, at varying prices to
be determined at the time of each sale.
PURCHASE PRICE TO UNDERWRITERS:
The purchase price to the Underwriter shall be 99.772% of the principal
amount of the Notes ($498,860,000), plus accrued interest, if any, from
March 11, 2002.
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. (the "Finance Subsidiaries"), as Issuers,
Wal-Mart Stores, Inc., as Guarantor, and Bank One Trust Company, NA, as
Trustee.
MATURITY:
June 15, 2005.
INTEREST RATE:
4.15% from and including March 11, 2002. Accrued and unpaid 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 the
Notes as, and to the extent set forth under the caption "Description of
the Notes--Payment of Additional Amounts" in the Prospectus Supplement
dated the date hereof relating to the Notes.
INTEREST PAYMENT DATES:
June 15 and December 15 of each year, commencing on December 15, 2002.
Schedule II-Page 1
INTEREST PAYMENT RECORD DATES:
June 1 and December 1 of each year, commencing on December 1, 2002.
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 Supplement dated
the date hereof relating to the Notes.
SINKING FUND PROVISIONS:
None.
OTHER PROVISIONS:
As set forth in the Prospectus Supplement dated March 4, 2002 (the
"Prospectus Supplement") to the Prospectus dated July 25, 2001 (the
"Prospectus").
TIME OF DELIVERY:
9:30 a.m. (New York City time) on March 11, 2002.
CLOSING LOCATION:
Xxxxxxx Xxxxxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
NAMES AND ADDRESSES OF REPRESENTATIVES:
X.X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
ADDRESSES FOR NOTICES:
X.X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Debt Syndicate Desk
Fax: (000) 000-0000
Schedule II-Page 2
OTHER MATTERS:
(A) The Underwriter hereby represents to, and agrees with,
the Company that: (i) it has not offered or sold and, prior
to the expiry of the period of six months after the Time of
Delivery, will not offer or sell any Notes to persons 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; (ii) it has only
communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the
meaning of section 21 of the Financial Services and Markets
Act 2000 (the "FSMA")) received by it in connection with the
issue or sale of any Notes in circumstances in which section
21(1) of the FSMA does not apply to the Company; and (iii)
it has complied and will comply with all applicable
provisions of the FSMA with respect to anything done by it
in relation to the Notes in, from or otherwise involving the
United Kingdom.
(B) The 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
part of any re-offering, and neither the Prospectus Supplement
and the 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) The 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 Underwriter has represented and agreed that it has not
offered or sold and will not offer or sell the notes, nor will
it circulate or distribute this Prospectus Supplement and the
Prospectus or any other offering document or material in
connection with the offer of the notes, whether directly or
indirectly, to the public or any member of the public in
Singapore other than (i) to an institutional investor or other
person specified in Section 106C of the Singapore Companies
Act, (ii) to a sophisticated investor, and in accordance with
the conditions, specified in Section 106D of the Singapore
Companies Act or (iii) otherwise pursuant to, and in
accordance with the conditions of, any other applicable
provision of the Singapore Companies Act.
Schedule II-Page 3
(E) Notwithstanding Section 9(e) of the Underwriting Agreement,
Walkers, Cayman Islands counsel for the Finance Subsidiaries,
shall not be required to deliver a written opinion in
accordance with such Section 9(e) at the Time of Delivery.
(F) The Underwriter hereby confirms, and the Company hereby
acknowledges, that the sole information furnished in writing
to the Company by, or on behalf of, the Underwriter
specifically for inclusion in the Prospectus Supplement is as
follows:
(1) the name of the Underwriter on the front
cover page of the Prospectus Supplement;
(2) the fourth paragraph of text under the
caption "Table of Contents" in the Prospectus Supplement
concerning stabilization, overallotment and related activities
by the Underwriter.
(3) 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
Underwriter; and
(4) the third paragraph of text under the caption
"Underwriting" in the Prospectus Supplement concerning
stabilization, overallotment and related activities by the
Underwriter.
Schedule II-Page 4
