Exhibit 1(b)
PRICING AGREEMENT
October 11, 2001
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
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.
Very truly yours,
WAL-MART STORES, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: Secior Vice President & 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.
By: /s/ Xxxx X. Xxxxxxx
--------------------------------------------
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
Accepted as of the date hereof:
XXXXXX XXXXXXX & CO. INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxxxxx III
------------------------------------------
Name: Xxxxxx X. Xxxxxxxxxx III
Title: Executive Director
SCHEDULE I
Underwriter Principal Amount of
----------- Notes to be
Purchased
---------
Xxxxxx Xxxxxxx & Co. Incorporated........................ $500,000,000
-----------------
TOTAL..................................... $500,000,000
Schedule I
SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
3.25% Notes Due 2003 (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 99.919% of the principal
amount of the Notes ($499,595,000), plus accrued interest, if any, from
October 18, 2001.
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:
September 29, 2003.
INTEREST RATE:
3.25% from and including October 18, 2001, and 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:
March 29 and September 29 of each year, commencing on March 29, 2002.
INTEREST PAYMENT RECORD DATES:
March 15 and September 15 of each year.
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 October 11, 2001 (the
"Prospectus Supplement") to the Prospectus dated July 25, 2001 (the
"Prospectus").
TIME OF DELIVERY:
9:30 a.m. (New York City time) on October 18, 2001.
CLOSING LOCATION:
Xxxxxxx Xxxxxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
NAMES AND ADDRESSES OF REPRESENTATIVES:
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
ADDRESSES FOR NOTICES:
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx, 0/xx/ Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Debt Syndicate Desk
Fax: (000) 000-0000
OTHER MATTERS:
(A) The Underwriter hereby represents to, and agrees with, the
Company that: (1) it has not offered or sold and prior to the
date six months after the Time of Delivery will not offer to
sell Notes 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 complied and will comply with all applicable
provisions of the Financial Services Xxx 0000 with respect to
anything done by it in relation to the Notes in, from or
otherwise involving the United Kingdom; and (3) it has only
issued or passed on, and will only issue or pass on, in the
United Kingdom any document received by it in connection with
the issue of the Notes to a person who is of a kind described
in Article 11(3) of the Financial Services Xxx 0000
(Investment Advertisement) (Exemptions) Order 1996 (as
amended) or is a person to whom the document may otherwise
lawfully be issued or passed on.
(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
party 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) 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.
(E) 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.
