Wal-Mart Stores Inc. will use proceeds from yesterday's $1 billion offering to open 150 new Wal-Marts and 65 new Sam's Clubs, named after the company's late chairman, Sam M. Walton.

"It costs a few dollars to do that," Don Shinkle, a company spokesman, said.

Asked when the expansion would begin, Shinkle replied, "We opened the first Wal-Mart store in 1962 and we've never stopped expanding."

The company currently has 1,914 Wal-Marts and 282 Sam's Clubs, another Wal-Mart spokesman said.

One of those out shopping for the discount department store company's debt was Barbara Kenworthy, a portfolio manager at Dreyfus Corp.

"I thought it was fair," she said, adding that the 20-year piece of the two-part deal, some of which she purchased, was even "slightly cheap."

The first tranche of the two-part offering consisted of $500 million of 6.50% notes due 2003. The noncallable notes were priced at 99.781 to yield 6.53%, or 40 basis points over comparable Treasuries.

The second piece consisted of $500 million of 7.25% debentures due 2013. The noncallable debentures were priced at 99.197 to yield 7.327%. or 35 basis points over 30-year Treasuries. Moody's Investors Service rates the offering Aa1, while Standard & Poor's Corp. rates it AA. Goldman, Sachs & Co. lead-managed the offering.

Elsewhere, Marriott Corp. has rescheduled its annual meeting from June 22 until sometime in July because the Securities and Exchange Commission's review of its proxy statement is taking longer than expected.

Marriott spokesman Robert T. Souers said this year's statement contains information on the company's proposed restructuring and bond exchange plan, making for "a very complicated document."

Under its proposed restructuring, Marriott would divide into two companies, giving one virtually all of the corporation's debt.

Last year's proxy statement was roughly 20 pages, while this year's is 160 or so. Souers said.

Andrew Rahl, an attorney with the law firm of Anderson Kill Olick & Oshinsky, which is representing bondholders led by PPM America Inc. in a securities fraud lawsuit against Marriott, thinks the SEC will likely require more disclosure from Marriott.

"I think the more Marriott has to disclose, the worse the deal is going to look," he said.

Dislosure is a sore spot with PPM bondholders, who claim that Marriott was contemplating the restructuring before they bought Marriott bonds, but failed to tell them.

In secondary trading yesterday, high-yield bonds finished quiet and unchanged. Spreads on high-grade bonds also finished unchanged.

New Issues

Station Casinos Inc. issued $110 million of 9.625% senior subordinated notes due 2003 at par. The notes are callable after five years at 103.61. Moody's rates the offering B2, while Standard & Poor's rates it B. Salomon Brothers Inc. lead-managed the offering, which was increased from $100 million.

The ARA Group issued $100 million of 8.5% subordinated notes due 2003 to be offered at various prices. The notes are callable after five years at 104.25, and were rated B1 by Moody's and BB-minus by Standard & Poor's. J.P. Morgan Securities Inc. managed the offering.

Acme Holdings Inc. issued $78 million of 11. 750% senior notes due 2000. The notes were priced at 99.416 to yield 1 1.875%. They are callable after three years at 107, moving to par in 1999. Moody's rates the offering B3, while Standard & Poor's rates it B. Citicorp Securities Markets Inc. managed the offering.

Pope & Talbot issued $75 million of 8.375% debentures due 2013. The noncallable debentures were priced at 99.281 to yield 8.45%, or 147 basis points over 30-year Treasuries. Moody's rates the offering Baa3, while Standard & Poor's rates it BBB-minus. First Boston Corp. lead-managed the offering.

United Telephone Co. of Ohio issued a two-part first mortgage bond offering totaling $65 million. The first tranche consisted of $30 million of 5.875% bonds due 2000. The noncallable bonds were priced at 98.594 to yield 6.125% or 37.5 basis points over comparable Treasuries.

The second tranche consisted of $35 million of 5.875% bonds due 2005. The noncallable bonds were priced at 98.57 to yield 6.675% or 55 basis points over comparable Treasuries. Moody's rates the offering A2, while Standard & Poor's rates it A. A group led by Lehman Brothers won competitive bidding to underwrite the offering.

Rating News

Moody's has upgraded Federated Department Store's senior convertible discount notes to Ba3 from B2.

"This action is based on the rating agency's expectation that Federated will continue to show consistent earnings improvements in the coming years and that the company has paid off, using internally generated cash flows, the Series B notes amounting to $355 million," the agency said in its release.

"However, ... the company's balance sheet contains over $1.6 billion in secured debt that would be senior to all unsecured debt including the convertible discount note; this currently limits the potential for a rating upgrade.

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