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 60015
Deerfield, Illinois (Zip code)
(Address of principal executive offices)
WALGREEN CO.
NONEMPLOYEE DIRECTOR
STOCK 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) 100,000 $39.375
_____________________________________________________________
Proposed
maximum Amount of
aggregate registration
offering price (2) fee
$3,937,500 $1,193.18
_____________________________________________________________
(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 100,000 shares
available for grant under the Walgreen Co. Nonemployee
Director Stock Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following document, as filed with the Securities
and Exchange Commission, is incorporated herein by
reference:
(i) 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 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Provisions of the Illinois Business Corporation Act
provide that the Registrant may, and in some circumstances
must, indemnify the directors and officers of the Registrant
against liabilities and expenses incurred by any such person
by reason of the fact that such person was serving in such
capacity, subject to certain limitations and conditions set
forth in the statute. Substantially similar provisions that
require such indemnification are contained in the
Registrant's By-Laws, which are incorporated herein by this
reference. The Registrant has an insurance policy covering
its directors and officers against certain personal
liability, which may include liabilities under the
Securities Act of 1933, as amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
II-1
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.
ITEM 9. UNDERTAKINGS.
A. INDEMNIFICATION.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6.
above, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
B. SUBSEQUENT EXCHANGE ACT DOCUMENTS.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, as amended, each filing of the Registrant's
Annual Report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by
reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities
offered herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
II-2
C. OTHER
The undersigned Registrant hereby also undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to
this Registration Statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) to reflect in the Prospectus any facts
or events arising after the effective date of
the Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement; and
(iii) to include any material information
with respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs 1(i) and 1(ii) do
not apply if the information required to be included
in that post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished
to the Commission by the Registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
II-3
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
Roger L. Polark Officer January 8, 1997
/s/ Roger H. Clausen Controller January 8, 1997
Roger H. Clausen
II-4
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-5
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 100,000 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 Right1s are issuable
in connection with the Company's Nonemployee Director Stock
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
