Registration Statement No._____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WALGREEN CO.
(Exact name of registrant as specified in its charter)
ILLINOIS 36-1924025
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 Wilmot Road
Deerfield, Illinois 60015
(Address of principal executive offices) (Zip code)
WALGREEN CO.
EXECUTIVE STOCK
OPTION PLAN
(Full title of the plan)
Julian A. Oettinger George C. McKann, Esq.
Vice President, Secretary Gardner, Carton & Douglas
and General Counsel 321 North Clark Street
Walgreen Co. Quaker Tower
200 Wilmot Road Chicago, Illinois 60610
Deerfield, Illinois 60015 (312) 644-3000
(847) 940-2500
(Name, address and telephone number, including area code, of
agent for service)
CALCULATION OF REGISTRATION FEE
____________________________________________________________
Proposed
Title of Amount maximum
securities to to be offering price
be registered registered (1) per share (2)
Common Stock
(par value $ .3125 per share) 8,307,314 $39.375
____________________________________________________________
Proposed
maximum Amount of
aggregate registration
offering price (2) fee
$327,100,488.75 $99,121.36
____________________________________________________________
(1) Together with an indeterminable number of additional
shares in order to adjust the number of shares reserved
for issuance pursuant to the plan as the result of a
stock split, stock dividend or similar transaction
affecting the Common Stock, pursuant to 17 C.F.R.
Sec. 230.416.
(2) Estimated in accordance with Rule 457(c) and (h)(1),
the proposed maximum offering price per share, proposed
maximum aggregate offering price and the amount of
the registration fee are based upon the average of the high
and low prices reported in the consolidated reporting
system on January 8, 1997 with respect to 8,307,314 shares
available for grant under the Walgreen Co. Executive
Stock Option Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, as filed with the Securities
and Exchange Commission, are incorporated herein by reference:
(i) Form S-8 Registration Statement No. 2-79978,
(ii) Post Effective Amendment No. 1 to Form S-8
Registration Number 2-79978, and
(iii) Annual Report of Walgreen Co. (the "Registrant")
on Form 10-K for the year ended August 31, 1996.
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 after the date hereof and prior to the filing of a post-
effective amendment which indicates that all of the securities
offered hereby have been sold or which deregisters all such
securities then remaining unsold shall be deemed to be
incorporated by reference herein and to be a part hereof from
the date of filing such documents.
The Registrant's Common Stock is registered under
Section 12 of the Exchange Act. The Registrant also has
Preferred Share Purchase Rights which are registered under
Section 12 of the Exchange Act, and which automatically
trade at this time with the Common Stock.
ITEM 8. EXHIBITS.
4.01 Articles of Incorporation, as amended, filed
as Exhibit 3(a) to Registrant's Annual Report on
Form 10-K for the year ended August 31, 1995
(File No. 1-604), and incorporated by reference herein.
4.02 By-Laws, as amended, filed as Exhibit 4.03 to
Registrant's Form S-8 Registration Statement on
July 15, 1992 (Registration No. 33-49676), and
incorporated by reference herein.
4.03 Rights Agreement dated as of July 10, 1996,
between Registrant and Harris Trust and Savings
Bank, filed as Exhibit 1. to Registration Statement
on Form 8-A on July 11, 1996 (File No. 1-604), and
incorporated by reference herein.
5.01 Opinion of counsel as to legality.
23.01 Consent of expert.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Deerfield, State
of Illinois, on January 8, 1997.
WALGREEN CO.
(Registrant)
By:
/s/ Roger L. Polark
Roger L. Polark
Senior Vice President
Chief Financial Officer
Pursuant to the Requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the date
indicated.
Name and Signature Title Date
Chairman of the
/s/ Charles R. Walgreen III Board, Chief
Charles R. Walgreen III Executive January 8, 1997
Officer and
Director
President,
/s/ L. Daniel Jorndt Chief Operating January 8, 1997
L. Daniel Jorndt Officer and Director
Senior Vice President
/s/ Roger L. Polark and Chief Financial January 8, 1997
Roger L. Polark Officer
/s/ Roger H. Clausen Controller January 8, 1997
Roger H. Clausen
II-2
Name and Signature Title Date
Director January _, 1997
William C. Foote
/s/ James J. Howard Director January 8, 1997
James J. Howard
/s/ Charles D. Hunter Director January 8, 1997
Charles D. Hunter
/s/ Cordell Reed Director January 8, 1997
Cordell Reed
/s/ John B. Schwemm Director January 8, 1997
John B. Schwemm
/s/ William H. Springer Director January 8, 1997
William H. Springer
/s/ Marilou M. von Ferstel Director January 8, 1997
Marilou M. von Ferstel
II-3
EXHIBIT INDEX
Exhibit No. Description
4.01 Articles of Incorporation, as
amended, filed as Exhibit 3(a) to
Registrant's Annual Report on
Form 10-K for the year ended
August 31, 1995 (File No. 1-604),
and incorporated by reference herein.
4.02 By-Laws, as amended, filed as
Exhibit 4.03 to Registrant's Form S-8
Registration Statement on July 15, 1992
(Registration No. 33-49676), and
incorporated by reference herein.
4.03 Rights Agreement dated as of July 10, 1996,
between Registrant and Harris Trust and
Savings Bank, filed as Exhibit 1. to Registration
Statement on Form 8-A on July 11, 1996 (File
No. 1-604), and incorporated by reference herein.
5.01 Opinion of counsel as to legality.
23.01 Consent of expert.
Exhibit 5.01
[WALGREENS LOGO]
Walgreen Co.
200 Wilmot Road
Deerfield, Illinois 60015
January 8, 1997
Walgreen Co.
200 Wilmot Road
Deerfield, Illinois 60015
Dear Ladies and Gentlemen:
I have acted as counsel for Walgreen Co., an Illinois
corporation (the "Company"), in connection with the
registration of 8,307,314 shares of the Company's Common
Stock (the "Shares") and the related Preferred Share
Purchase Rights (the "Rights"), on a Registration Statement
on Form S-8 (the "Registration Statement") filed with the
Securities and Exchange Commission. The Shares and Rights
are issuable in connection with the Company's Executive
Stock Option Plan (the "Plan"). I have examined such
records and documents as I have deemed necessary for the
purpose of this opinion.
Based upon the foregoing, I am of the opinion that the
Shares and Rights have been duly authorized and, when issued
and delivered in accordance with the terms of the Plan, will
be validly issued, fully paid and non-assessable.
I consent to the filing of this opinion as Exhibit 5.01
to the Registration Statement.
Very truly yours,
/s/ Julian A. Oettinger
Julian A. Oettinger
Vice President, Secretary
and General Counsel
[Arthur Andersen LLP LOGO]
Exhibit 23.01
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of
our reports dated September 27, 1996, incorporated by
reference and included in Walgreen Co.'s Form 10-K for the
year ended August 31, 1996, and to all references to our
Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Chicago, Illinois
January 6, 1997
