EXHIBIT 1(b)
ANNEX I
FORM OF PRICING AGREEMENT
[Date]
[Name of Underwriter]
------------------
[Address]
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 [date] (the "Underwriting Agreement"), between the
Company and __________ and _____________ to issue and sell to the Underwriters
named in Schedule I hereto (the "Underwriters") the Securities specified in
Schedule II hereto (the "Designated Securities"). Except that references to
[the] "registration statement[s]" in the Underwriting Agreement shall be deemed
to be references to the Company's registration statement[s] on Form S-3 (File
No.['s] 333-52045 [and 333-______]), 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 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
as incorporated by reference in this Pricing Agreement 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 each of the Underwriters, and each of the Underwriters agrees,
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 two counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company.
2
Very truly yours,
Wal-mart Stores, Inc.
By:
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Name:
Title:
Accepted as of the date hereof:
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By:
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Authorized Representative
For itself and as Representative
of the several Underwriters
named in Schedule I hereto
Date:
SCHEDULE I
Principal Amount of
Designated Securities
Underwriter to be Purchased
----------- ---------------------
.................................................$
.................................................
.................................................---------------------
Total............................................
SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
__% Notes due ____ (the "____ Notes")
AGGREGATE PRINCIPAL AMOUNT:
$________ of the ____ Notes
PRICE TO PUBLIC:
__.___% of the principal amount of the ____ Notes, plus accrued interest,
if any, from ________.
PURCHASE PRICE TO UNDERWRITERS:
__.___% of the principal amount of the ____ Notes, plus accrued interest,
if any, from ________.
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Immediately-available funds by wire.
INDENTURE:
Indenture dated as of April 1, 1991, as amended by the First Supplemental
Indenture, dated as of September 9, 1992, in each case between the Company
and The First National Bank of Chicago, as Trustee.
MATURITY:
__________.
INTEREST RATE:
_.__% from and including the original issue date.
INTEREST PAYMENT DATES:
_____ and _____ of each year, commencing ________, 200_.
INTEREST PAYMENT RECORD DATES:
_____ and _____ of each year, commencing ________, 200_ for the Interest
Payment Date of _____, 200_.
REDEMPTION PROVISIONS:
[_____]
SINKING FUND PROVISIONS:
[_____]
OPINIONS OF COUNSEL:
The opinions of counsel for the Underwriters referred to in section 7(b) of
the Underwriting Agreement will be delivered by Xxxxxxx Xxxxxxx & Xxxxxxxx.
The opinion of counsel for the Company referred to in section 7(c) will be
delivered by Xxxxxxx X. Xxxxxxx, Esq., Assistant General Counsel.
The opinions of the outside counsel for the Company referred to in section
7(d) of the Underwriting Agreement will be delivered by Xxxxxx & Xxxx,
L.L.P. With respect to matters of New York law, Xxxxxx & Xxxx, L.L.P. will
rely on the opinion of ________.
TIME OF DELIVERY:
10:00 a.m., _______.
CLOSING LOCATION:
Xxxxxxx Xxxxxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
NAMES AND ADDRESSES OF REPRESENTATIVES:
Xxxxxx Brothers Inc.
0 Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
ADDRESSES FOR NOTICES.:
Xxxxxx Brothers Inc.
3 World Financial Center
New York, New York 10285
Attention: Syndicate Department
Fax: (000) 000-0000
