Exhibit 1(b)
PRICING AGREEMENT
July 9, 2002
Xxxxxx Brothers Inc.
Xxxxxxx, Sachs & Co.
X.X. Xxxxxx Securities Inc.
As Representatives of the several
Underwriters named in Schedule I hereto
c/x Xxxxxx Brothers Inc.
000 Xxxxxxx 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 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; provided that for purposes of this Pricing Agreement, Section 9(i) of
the Underwriting Agreement, as incorporated by reference herein, shall be
amended as set forth in paragraph (D) under the caption "Other Matters" in
Schedule II hereto; 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, as amended as described
above, the Company agrees to issue and sell to each of the Underwriters, and
each of the Underwriters agree, 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,
this letter and such acceptance hereof, including the provisions of the
Underwriting Agreement incorporated herein by reference, as amended as described
above, shall constitute a binding agreement between each of the Underwriters and
the Company and the Finance Subsidiaries (as defined below).
Very truly yours,
WAL-MART STORES, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: Senior Vice President of Finance and
Treasurer
Acknowledged and agreed as
of the date hereof:
WAL-MART CAYMAN (EURO) FINANCE CO.
By: /s/ Xxxx X. Xxxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President of Planning & Analysis
WAL-MART CAYMAN (CANADIAN) FINANCE CO. Approved as to legal terms
only:
by /s/ Xxxxxxx X. Xxxxxx
-----------------------
By: /s/ Xxxx X. Xxxxxxx Wal-Mart Legal Team
--------------------------------------- Date: 7-9-02
Name: Xxxx X. Xxxxxxx ---------------------
Title: Vice President of Planning & Analysis
WAL-MART CAYMAN (STERLING) FINANCE CO.
By: /s/ Xxxx X. Xxxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President of Planning & Analysis
2
Accepted as of the date hereof:
XXXXXX BROTHERS INC.
By: /s/ Xxxxx X. Xxxxxx
---------------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Managing Director
/s/ Xxxxxxx, Xxxxx & Co.
------------------------------------------------------
(Xxxxxxx, Sachs & Co.)
X.X. XXXXXX SECURITIES INC.
By: /s/ Xxx Xxxxxxx
---------------------------------------------------
Name: Xxx Xxxxxxx
Title: Vice President
For themselves and as Representatives of the several
Underwriters named in Schedule 1 hereto
3
SCHEDULE I
Underwriter Principal Amount of
----------- Notes to be
Purchased
---------
Xxxxxx Brothers Inc ...................................... $ 200,000,000
Xxxxxxx, Xxxxx & Co ...................................... $ 200,000,000
X.X. Xxxxxx Securities Inc. .............................. $ 200,000,000
Banc One Capital Markets, Inc. ........................... $ 90,000,000
Wachovia Securities, Inc. ................................ $ 90,000,000
Deutsche Bank Securities, Inc. ........................... $ 80,000,000
Xxxxxx Xxxxxxx & Co. Incorporated ........................ $ 40,000,000
Credit Suisse First Boston Corporation ................... $ 40,000,000
Xxxxxxx Xxxxx Barney Inc. ................................ $ 40,000,000
The Xxxxxxxx Capital Group, L.P. ......................... $ 10,000,000
Xxxxxx & Company ......................................... $ 10,000,000
--------------
TOTAL ............................. $1,000,000,000
==============
Schedule I
SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
4.375% Notes Due 2007 (the "Notes").
AGGREGATE PRINCIPAL AMOUNT:
$1,000,000,000.
PRICE TO PUBLIC:
99.658% of the principal amount of the Notes, plus accrued interest, if
any, from July 12, 2002.
PURCHASE PRICE TO UNDERWRITERS, SELLING CONCESSIONS AND REALLOWANCE CONCESSIONS:
The purchase price to the Underwriters shall be 99.308% of the principal
amount of the Notes, plus accrued interest, if any, from July 12, 2002; 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.
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:
July 12, 2007.
INTEREST RATE:
4.375% from and including July 12, 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
Schedule II - Page 1
Additional Amounts" in the Prospectus Supplement dated the date hereof
relating to the Notes.
INTEREST PAYMENT DATES:
January 12 and July 12 of each year, commencing on January 12, 2003.
INTEREST PAYMENT RECORD DATES:
January 1 and July 1 of each year, commencing on January 1, 2003.
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 July 9, 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 July 12, 2002.
CLOSING LOCATION:
Xxxxxxx Xxxxxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
NAMES AND ADDRESSES OF REPRESENTATIVES:
Xxxxxx Brothers Inc. Xxxxxxx, Xxxxx & Co. X.X. Xxxxxx Securities Inc.
000 Xxxxxxx Xxxxxx 00 Xxxxx Xxxxxx 000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000 Xxx Xxxx, Xxx Xxxx 00000
Schedule II - Page 2
ADDRESSES FOR NOTICES:
Xxxxxx Brothers Inc. Xxxxxxx, Sachs & Co. X.X. Xxxxxx Securities Inc.
000 Xxxxxxx Xxxxxx 00 Xxxxx Xxxxxx 000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000
Attention: Debt Capital Attention: Registration Attention: Debt Syndicate
Markets Department Desk
Consumer Fax:(000)000-0000 Fax: (000)0000000
Retail Group
Fax: (000)000-0000
OTHER MATTERS:
(A) Each of the underwriters has represented and agreed that (1) it has
not offered or sold and, prior to the expiry of the period of six
months after the date of issue of the notes, 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; (2) 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 us; and (3) 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) 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.
(C) Each 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
Schedule II - Page 3
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.
(D) Section 9(i) of the Underwriting Agreement is amended and restated to
read as follows: "On or after the date of the Pricing Agreement
relating to the Designated Securities there shall not have occurred
any of the following: (i) a suspension or material limitation in
trading in securities generally on the New York Stock Exchange; (ii) a
suspension or material limitation in trading in the Company's
securities on the New York Stock Exchange; (iii) a general moratorium
on commercial banking activities in New York declared by either
Federal or New York State authorities or a material disruption in
commercial banking or securities settlement or clearance services in
the United States; or (iv) the outbreak or escalation of hostilities
involving the United States or the declaration by the United States of
a national emergency or war, if the effect of any such event specified
in this clause (iv) in the judgment of the Representatives makes it
impracticable or inadvisable to proceed with the public offering or
the delivery of the Designated Securities on the terms and in the
manner contemplated in the prospectus as amended or supplemented."
(E) 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 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 Underwriters.
(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 Underwriters; and
(4) the third paragraph of text under the caption "Underwriting"
in the Prospectus Supplement concerning stabilization, overallotment
and related activities by the Underwriters.
(F) With respect to matters of New York law, Xxxxxx & Xxxx, L.L.P. may
rely on a written opinion of Fulbright & Xxxxxxxx L.L.P., a true and
correct copy of which is to be delivered to the Designated
Underwriters at the Time of Delivery.
(G) Notwithstanding Section 7(e) of the Underwriting Agreement, Ernst &
Young LLP shall deliver a single letter in accordance with such
Section 7(e)
Schedule II - Page 4
at the Time of Delivery (and not the date hereof), which shall be in
form and substance satisfactory to the Representatives.
Schedule II - Page 5
