UNITED STATES -------------------------------
SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL
Washington, D.C. 20549 -------------------------------
OMB Number: 3235-0518
Form CB Expires: 3/31/2005
Estimated average burden
hours per response: 2.0
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TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM
Please place an X in the box(es) to designate the appropriate rule provision(s)
relied upon to file this Form:
Securities Act Rule 801 (Rights Offering) [ ]
Securities Act Rule 802 (Exchange Offering) [ X ]
Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) [ ]
Exchange Act Rule 14d-1(c) (Third Party Tender Offer) [ ]
Exchange Act Rule 14e-2(d) (Subject Company Response) [ ]
Asda Group Limited
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(Name of Subject Company)
Not applicable
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(Translation of Subject Company's Name into English (if applicable))
England and Wales
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(Jurisdiction of Subject Company's Incorporation or Organization)
Wal-Mart Stores, Inc.
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(Name of Person Furnishing Form)
8.375% Notes due 2007 of Asda Group Limited
10.875% Notes due 2010 of Asda Group Limited
6.625% Notes due 2015 of Asda Group Limited
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(Title of Class of Subject Securities)
Not applicable
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(CUSIP Number of Class of Securities (if applicable))
Ms. Denise Jagger
Asda Group Limited
Asda House
Southbank, Great Wilson Street
Leeds LS11 5AD United Kingdom
Telephone No.: 44-113-243-5435
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(Name, Address (including zip code) and Telephone Number (including area
code) of Person(s) Authorized to Receive Notices and Communications on
Behalf of Subject Company)
January 8, 2003
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(Date Tender Offer/Rights Offering Commenced)
PART I - Information Sent to Security Holders
Item 1. Home Jurisdiction Documents
The Offering Memorandum, dated January 7, 2003 (the "Offering
Memorandum"), relating to the exchange offer (the "Exchange Offer") made by
Wal-Mart Stores, Inc. ("Wal-Mart") for the 8.375% Notes due 2007, the 10.875%
Bonds due 2010 and the 6.625% Notes due 2015 of Asda Group Limited
(collectively, the "Asda Debt Securities"), which is a wholly-owned subsidiary
of Wal-Mart, is attached to this Form CB as Exhibit I.1.
Item 2. Informational Legends.
A legend compliant with Rule 802(b) under the Securities Act of 1933, as
amended, has been included on the cover page of the Offering Memorandum.
PART II - INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS
The following reports and information, which are attached to this Form
CB as exhibits, must be publicly available in connection with the Exchange
Offer, but need not be, and have not been, disseminated to the holders of the
Asda Debt Securities:
Exhibit No. Document
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II.1. The Indenture, dated December 11, 2002,
between Wal-Mart and Bank One Trust
Company, NA
II.2. The form of Series Term Certificate of
Wal- Mart (by which the terms of the
Wal-Mart notes (the "Wal-Mart Notes")
being offered in exchange for the Asda
Debt Securities will be established at
the Pricing Date (as defined in the
Offering Memorandum)).
II.3. The form of the Global Note (that will
represent the Wal-Mart Notes on
issuance).
II.4. Form of Exchange Agency Agreement
entered into between Wal-Mart and
Bank One, NA.
II.5. Form of Dealer Manager Agreement
entered into between Wal-Mart and
Credit Suisse First Boston (Europe)
Limited.
II.6. Form of Paying Agent Agreement to be
entered into between Wal-Mart and Bank
One, NA.
II.7. The Restated Certificate of
Incorporation of Wal-Mart with all
amendments thereto.
II.8. The Bylaws of Wal-Mart.
PART III - CONSENT TO SERVICE OF PROCESS
Not applicable
PART IV - SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete, and correct.
WAL-MART STORES, INC.
By: /s/ Thomas M. Schoewe
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Name: Thomas M. Schoewe
Title: Executive Vice President
and Chief Financial Officer
Date: January 8, 2003