Wal Mart Stores Inc. SC 13G/A Amendment No. 14 01/26/06
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 13)*
 
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
        1,518,000**
 
6.
SHARED VOTING POWER
        871,273,976**
 
7.
 SOLE DISPOSITIVE POWER
            1,518,000**
 
8.
SHARED DISPOSITIVE POWER
        871,273,976**
 
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
            401,408**
 
6.
SHARED VOTING POWER
            871,294,228**
 
7.
SOLE DISPOSITIVE POWER
            372,050**
 
8.
SHARED DISPOSITIVE POWER
            871,294,228**
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                871,695,636**
 
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
 
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
                37.92%
 
 
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
            871,388,068**
 
7.
SOLE DISPOSITIVE POWER
            2,798,016**
 
8.
SHARED DISPOSITIVE POWER
            871,388,068**
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                        874,186,084**
 
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
 
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
                        38.03%
 
 
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
      871,273,976**
 
7.
SOLE DISPOSITIVE POWER
           4,564,068**
 
8.
SHARED DISPOSITIVE POWER
           871,273,976**
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                875,838,044**
 
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
 
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
                38.10%
 
 
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
           871,273,976**
 
7.
SOLE DISPOSITIVE POWER
             1,140,000**
 
8.
SHARED DISPOSITIVE POWER
           871,273,976**
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                        872,413,976**
 
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
 
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
                37.96%
 
 
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
     
     

 

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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.


                                                                                                                                  February 10, 1994
                                                                                                   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 2,298,521,925 shares of common stock outstanding on October 31, 1993, 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.

     
Number of Shares of Common Stock as
to Which Reporting Person has
Reporting Person
Aggregate
Number of
Shares of
Common Stock
Beneficially
Owned
Percentage Outstanding
Common
Stock
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%
1,518,000
871,273,976
1,518,000
871,273,976
S. Robson Walton 2/
871,695,636
37.92%
   401,408
871,294,228
   372,050
871,294,228
John T. Walton 3/
874,186,084
38.03%
2,798,016
871,388,068
2,798,016
871,388,068
Jim C. Walton 4/
875,838,044
38.10%
4,564,068
871,273,976
4,564,068
871,273,976
Alice L. Walton 5/
872,413,976
37.96%
1,140,000
871,273,976
1,140,000
871,273,976

        1/   The number and percentage of shares of common stock shown in the table as beneficially owned by Helen R. Walton represent (a) 1,496,880 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, and (c) 21,120 shares held by Helen R. Walton as custodian for certain of her grandchildren under UGMA.
   


Page 10 of 15



            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) 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 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


Page 11 of 15



other cotrustees thereof, (h) 19,186 shares representing shares covered by stock options exercisable by S. Robson Walton under the Wal-Mart Stock Option Plan of 1984, and (i) 29,358 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) and (f) 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.
          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, and (d) 871,273,976 shares held by the Walton Family Voting Trust, as to which John



Page 12 of 15



 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.
            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) and (c) above. He also disclaims beneficial ownership of the shares listed in (d) above, except to 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, and (d) 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



Page 13 of 15



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.
               Jim C. Walton disclaims beneficial ownership of the shares listed in (b) and (d) 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.
              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


 
 
Alice L. Walton 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