finalwalton.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. 27)*
WAL-MART
STORES, INC.
(Name
of
Issuer)
Common
Stock
(Title
of
Class of Securities)
931142-10-3
(CUSIP
Number)
12/31/07_
(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)
41.96%
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
2,877,534**
SHARES
BENEFICIALLY 6. SHARED
VOTING POWER
OWNED
BY
1,684,945,230**
EACH
REPORTING 7. SOLE
DISPOSITIVE POWER
PERSON
2,819,213**
WITH:
8. SHARED DISPOSITIVE POWER
1,684,945,230**
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,687,822,764**
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)
42.14%
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)
Estate
of
John T. 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 2,174**
SHARES
BENEFICIALLY 6. SHARED
VOTING POWER
OWNED
BY
1,680,506,739**
EACH
REPORTING
7. SOLE DISPOSITIVE POWER
PERSON 2,174**
WITH:
8. SHARED
DISPOSITIVE
POWER
1,680,506,739**
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,680,508,913**
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)
41.96%
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 10,484,183**
SHARES
BENEFICIALLY
6. SHARED VOTING POWER
OWNED
BY
1,682,585,830**
EACH
REPORTING
7. SOLE DISPOSITIVE POWER
PERSON
10,484,183**
WITH:
8. SHARED DISPOSITIVE POWER
1,682,585,830**
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,693,070,013**
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)
42.28%
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 6,985,152**
SHARES
BENEFICIALLY 6. SHARED
VOTING POWER
OWNED
BY
1,684,396,462**
EACH
REPORTING
7. SOLE DISPOSITIVE POWER
PERSON 6,985,152**
WITH:
8. SHARED DISPOSITIVE POWER
1,684,396,462**
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,691,381,614**
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)
42.23%
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;
Estate
of
John T. Walton;
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. Each estate
filing
this
Schedule 13G is the estate of a
decedent
who
was 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 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 eneficiaries 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
08, 2008
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
co-personal representative
of
the Estate of John
T. Walton
/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
co-personal representative
of
the Estate of John
T. Walton
/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
co-personal representative
of
the Estate of John
T. Walton
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 4,004,809,178 shares of
common stock outstanding on October 31, 2007, 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
|
|
|
|
41.96 |
% |
|
|
0
|
|
|
|
1,680,506,739
|
|
|
|
0
|
|
|
|
1,680,506,739
|
|
| |
|
|
S.
Robson Walton 2/
|
|
|
1,687,822,764
|
|
|
|
42.14 |
% |
|
|
2,877,534
|
|
|
|
1,684,945,230
|
|
|
|
2,819,213
|
|
|
|
1,684,945,230
|
|
| |
|
|
Estate
of John T. Walton 3/
|
|
|
1,680,508,913
|
|
|
|
41.96 |
% |
|
|
2,174
|
|
|
|
1,680,506,739
|
|
|
|
2,174
|
|
|
|
1,680,506,739
|
|
| |
|
|
Jim
C. Walton 4/
|
|
|
1,693,070,013
|
|
|
|
42.28 |
% |
|
|
10,484,183
|
|
|
|
1,682,585,830
|
|
|
|
10,484,183
|
|
|
|
1,682,585,830
|
|
| |
|
|
Alice
L. Walton 5/
|
|
|
1,691,381,614
|
|
|
|
42.23 |
% |
|
|
6,985,152
|
|
|
|
1,684,396,462
|
|
|
|
6,985,152
|
|
|
|
1,684,396,462
|
|
| |
|
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 co-personal
representatives of the Estate of John T. 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
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 548,768 shares
held by three 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 co-personal
representatives of the Estate of John T. Walton and 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
(such shares are also shown by the Estate of John T. Walton as having sole
voting and dispositive power), (f) 2,076,917 shares held by a corporation
organized and operated for charitable purposes as to which S. Robson Walton
as a
director thereof, shares voting and dispositive power with Jim C. Walton, Alice
L. Walton and four other unrelated individuals, the other directors thereof,
and
(g) 58,321 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), (e) and
(f)
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 Estate of John T. Walton represent (a) 2,174
shares held directly by the Estate of John T. Walton, and, (b) 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
John
T. 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 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
Estate of
John T. Walton disclaims beneficial ownership of the shares listed in (b) 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) 10,484,183 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 co-personal representatives of the Estate
of
John T. Walton and 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 (such shares are also shown
by the Estate of John T. Walton as having sole voting and dispositive 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 S. Robson Walton, Alice L. Walton and four
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 in the table as beneficially
owned by Alice L. Walton represent (a) 6,748,580 shares held directly by Alice
L. Walton, (b) 229,532 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 co-personal representatives of the Estate of John T. Walton
and 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 (such shares are also shown by the Estate of John
T. Walton as having sole voting and dispositive power), (f) 2,076,917 shares
held by a corporation organized and operated for charitable purposes, as to
which Alice L. Walton as a director thereof, shares voting and dispositive
power
with S. Robson Walton, Jim C. Walton and four other unrelated individuals,
the
other directors thereof, and (g) 7,040 shares held by Alice L. Walton as
custodian under UTMA.
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), (e),
(f)
and (g) 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.