Current Report

 

 
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): June 5, 2006
 
 
  WALGREEN CO.          
(Exact name of registrant as specified in its charter)


Illinois       1-604       36-1924025  
(State or other     (Commission File     (IRS Employer
jurisdiction of     Number)       Identification
incorporation)             Number)


200 Wilmot Road, Deerfield, Illinois         60015    
(Address of principal executive offices)     (Zip Code)
 

Registrant’s telephone number, including area code: (847) 940-2500
 
Not Applicable      
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 8.01. OTHER EVENTS.
 
 
On June 5, 2006, Walgreen Co. issued a press release announcing that the Delaware-based Happy Harry’s pharmacy chain has agreed to a merger with Walgreen Co.  The information contained in this press release, which is filed as Exhibit 99.1 to this Form 8- K, is incorporated herein by reference.
 
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.  
 

     (d) The following exhibit is being filed as part of this Form 8-K:
 
Exhibit Number           Description  
 
 
Exhibit 99.1             Press Release issued by Walgreen Co., dated June 5, 2006

 

 



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
     
  WALGREEN CO.
 
  		 
  		 
 
Date: June 5, 2006 By:   /s/ William M. Rudolphsen
 
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
   
 
 








Walgreen Co. Corporate Communications l 200 Wilmot Road   l Deerfield, Ill. 60015   l   (847) 940-2500

Contact:
Michael Polzin of Walgreens, (847) 914-2925
Alan Levin of Happy Harry's, (302) 366-0335
June 5, 2006                                                                       NYSE, NASDAQ: WAG
FOR IMMEDIATE RELEASE                                                          INTERNET: http://www.walgreens.com


HAPPY HARRY’S PHARMACY CHAIN TO MERGE WITH WALGREENS
 
 
     DEERFIELD, Ill. - Walgreen Co. (NYSE, NASDAQ: WAG) Chairman and CEO Dave Bernauer and Happy Harry’s Inc. Chairman and CEO Alan Levin today announced that Delaware-based Happy Harry’s pharmacy chain has agreed to a merger with Walgreens. Financial terms of the agreement weren’t disclosed.
 
     The transaction includes all 76 Happy Harry’s stores in Delaware, Pennsylvania, Maryland and New Jersey, and the corporate office and distribution center in Newark, Del.
 
     "Happy Harry’s is one of the strongest regional chains in the drugstore industry with a great following in a market where we have little presence," said Bernauer. "Its brand reputation and market share are a great base from which to build our presence there. These stores are performing well and will benefit us right from the start."
 
     Levin, whose father Harry Levin founded Happy Harry’s in 1962, said, "My father would be proud of the accomplishments we’ve made and very pleased with today’s announcement. He always believed, as do I, in putting our customers and employees first, and so does Walgreens."
 
     The merger is subject to regulatory approval and is expected to close this summer. Afterward, Levin will continue working with Walgreens. "I’m excited by the opportunities this merger presents for both the employees of Happy Harry’s and our customers," said Levin.
 
     Organic growth has been and will continue to be Walgreens primary growth vehicle. Over the last 10 years, Walgreens has opened more than 3,800 new locations while acquiring and operating fewer than 30 retail drugstores. "Retail acquisitions are rare for us, but Happy Harry’s presented a unique opportunity and is a solid strategic fit," said Bernauer. This is Walgreens largest acquisition since 1986, when it purchased the 66-store Medi Mart chain in the Northeast.

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     Walgreens vice president of store operation s Frank Grilli, who will lead the integration of the new stores, said, "Happy Harry’s customers will see the same service levels and same employees in the stores. Their knowledge of their customers and markets will be invaluable.
 
     "We plan to keep the name and look of the stores the same, while over time evaluating the benefits of incorporating or substituting the Walgreens name," added Grilli. "The only exceptions to this are the eight stores in Pennsylvania, where the decision has already been made to convert the stores to the Walgreens name because of our stronger branding there."
 
     Walgreens also recognizes the relationships Happy Harry’s has built with many Delaware community organizations. "Our companies have similar histories," said Bernauer. "They’re family-founded with a family name and family involvement. Being part of the community is another common value we share, and we look forward to Alan continuing to direct that involvement in the region."
 
     Walgreens expects to continue accepting all prescription insurance plans currently taken by Happy Harry’s after the transaction closes. Once Happy Harry’s pharmacy patients are part of Walgreens Intercom Plus pharmacy computer system, they can have their prescriptions accessed and filled at any of the more than 5,200 Walgreens nationwide.
 
     Walgreen Co. is the nation's largest drugstore chain with fiscal 2005 sales of $42.2 billion. The company operates 5,251 stores in 45 states and Puerto Rico. Walgreens also provides additional services to pharmacy patients and prescription drug and medical plans through Walgreens Health Services, its managed care division, which includes Walgreens Health Initiatives Inc. (a pharmacy benefits manager), Walgreens Mail Service Inc., Walgreens Home Care Inc. and Walgreens Specialty Pharmacy.

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