final13g08.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 28)*
WAL-MART STORES,
INC.
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
931142-10-3
(CUSIP
Number)
12/31/08
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
Rule 13d-1(b)
Rule 13d-1(c)
X Rule
13d-1(d)
*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).
Persons
who respond to the collection of information contained in this form are not
required
to respond unless the form displays a currently valid OMB control
number.
CUSIP
No. 931142-10-3
13G
1. NAMES
OF REPORTING PERSONS.
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only).
Estate
of Helen R. Walton
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) X
(b)____
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
5. SOLE
VOTING POWER
NUMBER
OF
0**
SHARES
BENEFICIALLY
6. SHARED VOTING POWER
OWNED
BY
1,680,506,739**
EACH
REPORTING
7. SOLE DISPOSITIVE POWER
PERSON
0**
WITH:
8. SHARED
DISPOSITIVE POWER
1,680,506,739**
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,680,506,739**
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions)
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
42.84%
12. TYPE
OF REPORTING PERSON (See Instructions)
OO
** For
additional information, see Schedule A and the footnotes thereto.
CUSIP
No. 931142-10-3
13G
1. NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only).
S.
Robson Walton
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) X
(b)____
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
5. SOLE
VOTING POWER
NUMBER
OF
2,878,532**
SHARES
BENEFICIALLY
6. SHARED VOTING POWER
OWNED
BY
1,682,796,996**
EACH
REPORTING
7. SOLE DISPOSITIVE POWER
PERSON 2,819,213**
WITH:
8. SHARED DISPOSITIVE POWER
1,682,796,996**
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,685,675,528**
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions)
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
42.97%
12. TYPE
OF REPORTING PERSON (See Instructions)
IN
** For
additional information, see Schedule A and the footnotes thereto.
CUSIP
No. 931142-10-3
13G
1. NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only)
John
T. Walton Estate Trust
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) X
(b)____
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
5. SOLE
VOTING POWER
NUMBER
OF
0**
SHARES
BENEFICIALLY
6. SHARED VOTING POWER
OWNED
BY
1,680,506,739**
EACH
REPORTING
7. SOLE DISPOSITIVE POWER
PERSON
0**
WITH:
8. SHARED DISPOSITIVE POWER
1,680,506,739**
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,680,506,739**
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions)
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
42.84%
12. TYPE
OF REPORTING PERSON (See Instructions)
OO
** For
additional information, see Schedule A and the footnotes thereto.
CUSIP
No. 931142-10-3
13G
1. NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Jim
C. Walton
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) X
(b)____
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
5. SOLE
VOTING POWER
NUMBER
OF
10,486,911**
SHARES
BENEFICIALLY
6. SHARED VOTING POWER
OWNED
BY
1,682,585,830**
EACH
REPORTING
7. SOLE DISPOSITIVE POWER
PERSON
10,486,911**
WITH:
8. SHARED DISPOSITIVE POWER
1,682,585,830**
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,693,072,741**
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions)
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
43.16%
12. TYPE
OF REPORTING PERSON (See Instructions)
IN
** For
additional information, see Schedule A and the footnotes thereto.
CUSIP
No. 931142-10-3
13G
1. NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Alice
L. Walton
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) X
(b)____
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
5. SOLE
VOTING POWER
NUMBER
OF
6,977,266**
SHARES
BENEFICIALLY
6. SHARED VOTING POWER
OWNED
BY
1,682,319,545**
EACH
REPORTING
7. SOLE DISPOSITIVE POWER
PERSON
6,977,266**
WITH:
8. SHARED DISPOSITIVE POWER
1,682,319,545**
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,689,296,811**
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions)
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
43.07%
12. TYPE
OF REPORTING PERSON (See Instructions)
IN
** For
additional information, see Schedule A and the footnotes thereto.
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.
Estate
of Helen R. Walton;
S.
Robson Walton;
John
T. Walton Estate Trust;
Jim
C. Walton; and
Alice
L. Walton;
(b) Address of Principal
Business Offices, or, If none,
Residence.
The
principal business office of each person
named
in Item 2(a) above is P.O. Box 1860,
Bentonville,
Arkansas 72712.
(c) Citizenship.
Each
individual filing this Schedule 13G is a
citizen
of the United States. The Estate of
Helen
R. Walton and the John T. Walton Estate
Trust
are subject to and governed by United
States
Federal and State laws.
(d) Title of Class of
Securities.
Common
Stock.
(e) CUSIP
Number.
931142-10-3
Item
3. If this statement is filed
pursuant to Rule 240.13d-1(b) or
240.13d-2(b)or
(c), check whether person filing is a:
(a) ____ Broker or dealer registered under section 15 of
the
Act (15 U.S.C. 78o).
(b) ____ Bank as defined in section 3(a)(6) of the
Act
(15 U.S.C. 78c)
(c) ____ Insurance company as defined in section
3(a)(19) of
the
Act (15 U.S.C. 78c).
(d) ____ Investment company registered under section 8
of the
Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) ____ An investment adviser in accordance with
Rule
240.13d-1(b)(1)(ii)(E);
(f) ____ An employee benefit plan or endowment
fund in
accordance with Rule 240.13d-1(b)(1)(ii)(F);
(g) ____ A parent holding company or control person
in
accordance with Rule 240.13d-1(b)(1)(ii)(G);
(h) ____ A savings associations as defined in Section
3(b)of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ____ A church plan that is excluded from the
definition
of an investment company under section 3(c)(14) of
the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) ____ Group, in accordance with Rule
240.13d-1(b)(1)(ii)(J).
Not applicable.
Item
4. Ownership
(a) Amount Beneficially
Owned:
See Schedule A hereto.
(b) Percent of
Class:
See
Schedule A hereto.
(c) Number of shares as to which
the person 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 _______________.
(iv) Shared power to dispose or to direct the
disposition
of _______________.
Instruction. For
computations regarding securities which
represent
a right to acquire an underlying security see
rule
240.13d-3(d)(1).
See Schedule A. hereto.
Item
5. Ownership of Five Percent or
Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more that five percent
of the class of securities, check the following ___ .
Instruction: Dissolution of a
group requires a response to this item.
Not
applicable.
Item
6. Ownership of More than Five
Percent on Behalf of Another Person.
If
any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more that five percent of the class, such
person should be identified. A listing of the shareholders of an
investment company registered under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan, pension fund or endowment fund is not
required.
Not
applicable.
Item
7. Identification and
Classification of the Subsidiary which
Acquired the Security Being
Reported on By the Parent
Holding Company or
Control Person.
If
a parent holding company or control person has filed this schedule, pursuant to
Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating
the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company has filed this schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
Not
applicable.
Item
8. Identification and
Classification of Members of the Group.
If
a group has filed this schedule pursuant to Rule 240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this
schedule pursuant to Rule 240.13d-1(c) or Rule 240.13d-1(d), attach an exhibit
stating the identity of each member of the group.
The
identity of each member of the group is
disclosed
on the cover pages attached hereto.
Item
9. Notice of Dissolution of
Group.
Notice
of dissolution of a group may be furnished as an exhibit stating the date of the
dissolution and that all further filings with respect to transactions in the
security reported on will be filed, if required, by members of the group, in
their individual capacity. See Item 5.
Not
applicable.
Item
10. Certification.
(a) The
following certification shall be included if the statement is filed pursuant to
rule 240.13d-1(b):
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Not
applicable.
(b) The
following certification shall be included if the statement is filed pursuant to
Rule 240.13d-1(c):
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Not
applicable.
SIGNATURES
After
reasonable 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.
February 4,
2009
Date
/s/ S. Robson
Walton
S. Robson Walton,
individually and in his capacity
as co-personal representative of the
Estate of Helen R. Walton and in his
capacity as cotrustee of the
John T. Walton Estate Trust
/s/ Jim C.
Walton
Jim C. Walton,
individually and in his capacity
as co-personal representative of the
Estate of Helen R. Walton and in his
capacity as cotrustee of the
John T. Walton Estate Trust
/s/ Alice L.
Walton
Alice L. Walton,
individually and in her capacity
as co-personal representative of the
Estate of Helen R. Walton and in her
capacity as cotrustee of the
John T. Walton Estate Trust
The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other that an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
NOTE: Schedules filed in
paper format shall include a signed original and five copies of the schedule,
including all exhibits. See Rule 240.13d-7 for other
parties for whom copies are to be sent.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)
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 3,922,552,337 shares of
common stock outstanding on December 3, 2008, 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.
|
Reporting
Person
|
Aggregate
Number
of
Shares
of
Common
Stock
Beneficially
Owned
|
Percentage
Outstanding
Common
Stock
|
Number
of Shares of Common Stock as
to Which Reporting Person has
---------------------------------------------------------------------------
Sole
Shared
Sole
Shared
Power
Power
Power
Power
to
Vote to
Vote to
Dispose
to Dispose
|
|
|
|
Estate
of Helen R. Walton 1/
|
1,680,506,739
|
42.84%
|
0
|
1,680,506,739
|
0
|
1,680,506,739
|
|
|
|
S.
Robson Walton 2/
|
1,685,675,528
|
42.97%
|
2,878,532
|
1,682,796,996
|
2,819,213
|
1,682,796,996
|
|
|
|
John
T. Walton Estate Trust 3/
|
1,680,506,739
|
42.84%
|
0
|
1,680,506,739
|
0
|
1,680,506,739
|
|
|
|
Jim
C. Walton 4/
|
1,693,072,741
|
43.16%
|
10,486,911
|
1,682,585,830
|
10,486,911
|
1,682,585,830
|
|
|
|
Alice
L. Walton 5/
|
1,689,296,811
|
43.07%
|
6,977,266
|
1,682,319,545
|
6,977,266
|
1,682,319,545
|
|
|
1/ The
number and percentage of shares of common stock shown in the table as
beneficially owned by the Estate of Helen R. Walton represent (a) 1,680,506,739
shares held by Walton Enterprises, LLC as to which S. Robson Walton, Jim C.
Walton and Alice L. Walton, as co-personal representatives of the Estate of
Helen R. Walton, a managing member of Walton Enterprises, LLC, shares voting and
dispositive power with S. Robson Walton, Jim C. Walton and Alice L. Walton,
individually as managing members thereof, and in their capacities as cotrustees
of the John T. Walton Estate Trust, which is also a managing member
thereof.
With
respect to Walton Enterprises, LLC, dispositive and voting power over all of the
shares held thereby is exercised by the managing members thereof.
The
Estate of Helen R. Walton disclaims beneficial ownership of the shares listed in
(a) above, except to the extent of its beneficial interest in Walton
Enterprises, LLC.
2/ The
number and percentage of shares of common stock shown in the table as
beneficially owned by S. Robson Walton represent (a) 2,819,213 shares held
directly by S. Robson Walton, (b) 1,810,632 shares held by a partnership, as to
which S. Robson Walton, as a general partner thereof, shares a majority of
voting and dispositive power with Alice L. Walton, as a trustee of certain
trusts that are general partners thereof, (c) an aggregate of 477,451 shares
held by four trusts - in the case of each such trust, S. Robson Walton, as a
cotrustee thereof, shares voting and dispositive power with the primary
beneficiary of each such trust who serves as his cotrustee, (d) 1,680,506,739
shares held by Walton Enterprises, LLC, as to which S. Robson Walton, as a
managing member thereof, shares voting and dispositive power with Jim C. Walton
and Alice L. Walton, individually as managing members, and Jim C. Walton, S.
Robson Walton and Alice L. Walton in their capacities as cotrustees of the John
T. Walton Estate Trust and as co-personal representatives of the Estate of Helen
R. Walton, which are also managing members thereof, (e) 2,174 shares held by the
Estate of John T. Walton, as to which S. Robson Walton, Jim C. Walton and Alice
L. Walton, as co-personal representatives, share dispositive and voting power,
and (f) 59,319 shares held under the Wal-Mart Profit Sharing and 401(k) Plan for
the benefit of S. Robson Walton under which he can direct the vote of such
shares, but does not have the power to direct the sale of such
shares.
With
respect to Walton Enterprises, LLC, dispositive and voting power over all of the
shares held thereby is exercised by the managing members thereof.
S.
Robson Walton disclaims beneficial ownership of the shares listed in (c) and (e)
above. He also disclaims beneficial ownership of the shares listed in
(b) and (d) above, except to the extent of his actual ownership interest in the
partnership described in (b) above and Walton Enterprises, LLC.
3/ The
number and percentage of shares of common stock shown in the table as
beneficially owned by the John T. Walton Estate Trust represent (a)
1,680,506,739 shares held by Walton Enterprises, LLC, as to which S. Robson
Walton, Jim C. Walton and Alice L. Walton, as cotrustees of the John T. Walton
Estate Trust, a managing member of Walton Enterprises, LLC, shares voting and
dispositive power with S. Robson Walton, Jim C. Walton and Alice L. Walton,
individually as managing members thereof, and in their capacities as co-personal
representatives of the Estate of Helen R. Walton, which is also a managing
member thereof.
With
respect to Walton Enterprises, LLC, dispositive and voting power over all of the
shares held thereby is exercised by the managing members thereof.
The
John T. Walton Estate Trust disclaims beneficial ownership of the shares listed
in (a) above, except to the extent of its actual ownership interest in Walton
Enterprises, LLC.
4/ The
number and percentage of shares of common stock shown in the table as
beneficially owned by Jim C. Walton represent (a) 10,486,911 shares
held directly by Jim C. Walton, (b) 1,680,506,739 shares held by Walton
Enterprises, LLC, as to which Jim C. Walton, as a managing member thereof,
shares voting and dispositive power with S. Robson Walton and Alice L. Walton,
individually as managing members, and S. Robson Walton, Jim C. Walton and Alice
L. Walton in their capacities as cotrustees of the John T. Walton Estate Trust
and as co-personal representatives of the Estate of Helen R. Walton, which are
also managing members thereof, (c) 2,174 shares held by the Estate of John T.
Walton, as to which S. Robson Walton, Jim C. Walton and Alice L. Walton, as
co-personal representatives, share dispositive and voting power, and (d)
2,076,917 shares held by a corporation organized and operated for charitable
purposes, as to which Jim C. Walton as a director thereof, shares voting and
dispositive power with six other unrelated individuals, the other directors
thereof.
With
respect to Walton Enterprises, LLC, dispositive and voting power over all of the
shares held thereby is exercised by the managing members thereof.
Jim
C. Walton disclaims beneficial ownership of the shares listed in (c) and (d)
above. He also disclaims beneficial ownership of the shares listed in
(b) above, except to the extent of his actual ownership interest in Walton
Enterprises, LLC.
5/ The
number and percentage of shares of common stock shown in the table as
beneficially owned by Alice L. Walton represent (a) 6,748,580 shares held
directly by Alice L. Walton, (b) 228,686 shares held by trusts, of which Alice
L. Walton is the sole trustee, (c) 1,810,632 shares held by a partnership, as to
which Alice L. Walton, as a trustee of certain trusts that are general partners
thereof, shares a majority of voting and dispositive power with S. Robson
Walton, a general partner thereof, (d) 1,680,506,739 shares held by Walton
Enterprises, LLC, as to which Alice L. Walton, as a managing member thereof,
shares voting and dispositive power with S. Robson Walton and Jim C. Walton
individually as managing members, and S. Robson Walton, Jim C. Walton and Alice
L. Walton in their capacities as cotrustees of the John T. Walton Estate Trust
and as co-personal representatives of the Estate of Helen R. Walton, which are
also managing members thereof, and (e) 2,174 shares held by the Estate of John
T. Walton, as to which S. Robson Walton, Jim C. Walton and Alice L. Walton, as
co-personal representatives, share dispositive and voting power.
With
respect to Walton Enterprises, LLC, dispositive and voting power over all of the
shares held thereby is exercised by the managing members thereof.
Alice
L. Walton disclaims beneficial ownership of the shares listed in (b), (c) and
(e) above. She also disclaims beneficial ownership of the shares
listed in (d) above, except to the extent of her actual ownership interest in
Walton Enterprises, LLC.