United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-K/A
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended August 31, 2006.
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period From ____________ to ___________
Commission file number 1-604.
 WALGREEN CO. | ||
| (Exact name of registrant as specified in its charter) | ||
Illinois | 36-1924025 | |
| (State of incorporation) | (I.R.S. Employer Identification No.) | |
| 200 Wilmot Road, Deerfield, Illinois | 60015 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant's telephone number, including area code: (847) 914-2500
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered | |
| Common Stock ($.078125 Par Value) | New York Stock Exchange | |
| The NASDAQ Stock Market LLC | ||
| Chicago Stock Exchange |
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K/A or any amendment to this Form 10-K/A. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x Accelerated filer o Non-accelerated filer
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of February 28, 2006, the aggregate market value of Walgreen Co. common stock, par value $.078125 per share, held by non-affiliates (based upon the closing transaction price on the New York Stock Exchange) was approximately $45,061,959,000. As of October 31, 2006, there were 1,003,442,336 shares of Walgreen Co. common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders for the year ended August 31, 2006, only to the extent expressly so stated herein, are incorporated by reference into parts I, II and IV of Form 10-K. Portions of the registrant's proxy statement for its 2006 annual meeting of shareholders to be held January 10, 2007, are incorporated by reference into part III of Form 10-K.
EXPLANATORY NOTE
The company hereby amends its Annual Report on Form 10-K, filed on November 7, 2006 (the "original filing") solely to change the fiscal 2006 Annual Report type reference from Exhibit 10 ("EX-10") to Exhibit 13 ("EX-13") in the Edgar filing system. The change will enable users of analytical software to access the proper data efficiently. As a result of this amendment, the company is also filing the certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, along with consent of the company's independent registered public accounting firm. This Form 10-K/A does not reflect events occurring after the date of the filing of the original filing or amend or update other disclosures therein.
-2-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| WALGREEN CO. | ||||||
| (Registrant) | ||||||
| By | ||||||
| /s/ | William M. Rudolphsen | Senior Vice President and | Date: 11/14/2006 | |||
| William M. Rudolphsen | Chief Financial Officer | |||||
-3-