-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RK2tmoBtD2QtVwF7Dp9FOykDW3Ft/Du67qsdaqPaBs/V7eaOWLJmbu6Lz75hNI2j 62mCQeXtYvhrh6x5rtJL2Q== 0001104659-07-013166.txt : 20070222 0001104659-07-013166.hdr.sgml : 20070222 20070222164513 ACCESSION NUMBER: 0001104659-07-013166 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070221 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070222 DATE AS OF CHANGE: 20070222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WHOLE FOODS MARKET INC CENTRAL INDEX KEY: 0000865436 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 741989366 STATE OF INCORPORATION: TX FISCAL YEAR END: 0929 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19797 FILM NUMBER: 07642770 BUSINESS ADDRESS: STREET 1: 550 BOWIE STREET CITY: AUSTIN STATE: TX ZIP: 78703 BUSINESS PHONE: 5124774455 MAIL ADDRESS: STREET 1: 550 BOWIE STREET CITY: AUSTIN STATE: TX ZIP: 78703 8-K 1 a07-5192_28k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

UNITED STATES

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):  February 21, 2007

WHOLE FOODS MARKET, INC.

(Exact name of registrant as specified in its charter)

Texas

 

0-19797

 

74-1989366

(State of

 

(Commission File

 

(IRS Employer

incorporation)

 

Number)

 

Identification Number)

 

550 Bowie St.
Austin, Texas 78703
(Address of principal executive offices)

Registrant’s telephone number, including area code:
(512) 477-4455

Check the appropriate box 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)

þ    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-4c))

 




Item 7.01.         Regulation FD Disclosure.

Item 8.01.         Other Events.

On February 21, 2007, we announced that we and our wholly-owned subsidiary, WFMI Merger Co., a Delaware corporation (“Merger Sub”), entered into an agreement and plan of merger (the “Merger Agreement”) with Wild Oats Markets, Inc., a Delaware corporation (“Wild Oats”), pursuant to which we, through Merger Sub, will commence an offer to purchase all the outstanding shares of Wild Oats at a purchase price of $18.50 per share in cash (the “Tender Offer”).  Following the consummation of the Tender Offer, Merger Sub will merge with and into Wild Oats. 

On February 21, 2007, we held a conference call to discuss our first quarter results of operations.  During the conference call, we also announced the execution of the Merger Agreement and our intention to commence the Tender Offer at a later date.  A copy of the script is furnished herewith as Exhibit 99.1.

The tender offer described in this report has not yet commenced, and this report is neither an offer to purchase nor a solicitation of an offer to sell securities. At the time the tender offer is commenced, Whole Foods Market will file a tender offer statement with the U.S. Securities and Exchange Commission.  Investors and Wild Oats stockholders are strongly advised to read the tender offer statement (including an offer to purchase, letter of transmittal and related tender offer documents) and the related solicitation/recommendation statement that will be filed by Wild Oats with the SEC, because they will contain important information. These documents will be available at no charge on the SEC’s Web site at www.sec.gov.

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Item 9.01.         Financial Statements and Exhibits.

(d)    Exhibits:

Exhibit No.

 

 

 

Description

99.1

 

Script from earnings conference call held on February 21, 2007.

 

SIGNATURES

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 thereunto duly authorized.

 

 

WHOLE FOODS MARKET, INC.

Date:  February 22, 2007

 

By:

 

/s/ Glenda Chamberlain

 

 

 

 

Glenda Chamberlain

 

 

 

 

Executive Vice President

 

 

 

 

and Chief Financial Officer

 

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EXHIBIT INDEX

Exhibit No.

 

Description

99.1

 

Script from earnings conference call held on February 21, 2007.

 

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EX-99.1 2 a07-5192_2ex99d1.htm SCRIPT FROM EARNINGS CONFERENCE CALL HELD ON FEBRUARY 21, 2007

Exhibit 99.1

Good afternoon.  Joining me today are Walter Robb and AC Gallo, Co-Presidents and Chief Operating Officers, Glenda Chamberlain, Executive Vice President and Chief Financial Officer, Jim Sud, Executive Vice President of Growth & Development, Lee Valkenaar, Executive Vice President of Global Support, and Cindy McCann, Vice President of Investor Relations.

First for the legalities: The following constitutes a “Safe Harbor” statement under the Private Securities Litigation Reform Act of 1995.  Except for the historical information contained herein, the matters discussed in this press release are forward-looking statements that involve risks and uncertainties, which could cause our actual results to differ materially from those described in the forward looking statements.  These risks include but are not limited to general business conditions, the timely development and opening of new stores, the impact of competition, and other risks detailed from time to time in the Company’s SEC reports, including the reports on Form 10K for the fiscal year ended September 24, 2006.  The Company does not undertake any obligation to update forward-looking statements.

The tender offer we will discuss today has not commenced.  We have agreed in the merger agreement to commence a tender offer on February 27, 2007.  Our description of the tender offer today is neither an offer to purchase nor a solicitation of an offer to sell shares of Wild Oats Markets. At the time the tender offer is commenced, we will file with the SEC a Tender Offer Statement on Schedule TO containing an offer to purchase and related materials.  These documents will contain important information about the tender offer that should be read carefully before any decision is made with respect to the tender offer.

We have made two announcements today.  Both press releases are now available on our website at www.wholefoodsmarket.com along with the scripted portion of this call and additional supplemental financial data.

I am hoping you have all had a chance to read our press releases.  I will briefly recap our first quarter results, and then turn to our announcement of a proposed acquisition of Wild Oats.

Our sales for the first quarter increased 12 percent to $1.9 billion.  Average weekly sales for all stores increased 6% to $620,000, translating to sales per square foot of $926.  We had 174 stores, or 92 percent of all stores, set new weekly sales records during the holidays.

Our comparable store sales grew seven percent on top of a 13 percent increase in the prior year.  Our year-over-year average transactions per week increased approximately 5 percent to 3.2 million and our average basket size increased approximately 2 percent to $34.43.

Our 13 new stores, including three relocations and two new markets, averaged 53,000 square feet in size, produced average weekly sales of $571,000 in the quarter and had sales per square foot of $559.

Due to seasonality, our gross margin is typically lower in the first quarter than for the remainder of the year, averaging 34.3 in Q1 over the past five years.  For the quarter, our gross profit was inline with this average, decreasing 24 basis points year over year to 34.3 percent of salesFor stores in the comparable store base, gross profit improved two basis points to 34.5 percent of sales.

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The Whole Foods Market brand is synonymous with beautiful stores, exceptional customer service, the highest quality natural and organic products and a fun shopping experience.  What we are not as well known for are the low prices that we currently offer our customers.  While our core customers are not primarily focused on price, our price image is important in terms of appealing to a broader customer base, especially as select natural and organic products are becoming more available through various retail formats.

Our strategy has been to approach pricing on a market-by-market basis, and to be competitive on the same or similar items in grocery and Whole Body.  Our perishable areas such as meat, seafood, produce, prepared foods and bakery, have typically been priced at a premium, reflecting the higher quality of our offering.

Going forward, we expect to further differentiate our product offering throughout our stores, and where differentiation is not possible, continue to selectively invest in lower prices on branded products to help enhance our value perception and broaden our appeal.

The good news is that being a young and relatively small company, we have many opportunities to lower our cost of goods sold.  We can use these savings to help offset our price investments. Therefore, we believe our historical annual gross margin range of 34 to 35 percent continues to be the best indicator of our future results.

In the quarter, our private label SKU count increased 21 percent year over year to just over 1,900 SKUs, and our private label sales increased to 17 percent of our total grocery and Whole Body sales.  We have committed additional resources to our private label team, including creating a new Global Vice President of Private Label position.  We expect private label to play a key role in our product differentiation strategy and to grow to a much higher percentage of our sales over time.

Direct store expenses increased 35 basis points to 25.8 percent of sales which is higher than our five-year average and above our five-year range.  The increase was primarily due to higher share-based compensation expense and health care costs as a percentage of sales.  For stores in the comparable store base, direct store expenses improved six basis points to 25.4 percent of sales.

For the quarter, operating cash flow per share increased a very healthy 30 percent to $0.79 from $0.61 in the prior year.  This takes into account approximately $10.2 million, or $0.07 per share, of share-based compensation, pre-opening rent and accelerated depreciation that was expensed for accounting purposes but was non-cash, compared to $4.4 million, or $0.03 per share, in the prior year.

In other news, we were extremely pleased to learn last month that for the tenth consecutive year we made FORTUNE’s list of the “100 Best Companies to Work For.” We ranked number five, our highest ranking ever, and we are one of only 18 companies to be named every year since the list’s inception.

I will now turn to our announcement of our planned merger with Wild Oats.

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Wild Oats and Whole Foods Market have both had a large and positive impact on the natural and organic foods movement throughout the United States, helping lead the industry to nationwide acceptance and to becoming one of the fastest growing segments in food retailing today.  The growth opportunity in the category has led to increased competition from many players, most of whom are not dedicated natural and organic foods supermarkets, but are considerably larger than we are.

Our companies have similar missions and core values, and we believe the synergies gained from this combination will create long term value for our customers, vendors and shareholders as well as exciting opportunities for our new and existing team members by making us better positioned to compete in this rapidly changing food retailing environment.

In our history, we have made 18 retail acquisitions, many of which we have considered to be platform acquisitions from which we have been able to accelerate our growth geographically.  This will be the largest acquisition in our history.  Wild Oats is a great geographical fit as all of our 11 operating regions will gain stores and three of our smallest regions — our Pacific Northwest, Rocky Mountain and Florida regions - will gain critical mass.  We will also gain immediate access into a significant number of new markets.

It has been our experience that most acquisitions take up to two years to transition to our decentralized operations and implement our incentive programs.  We expect this acquisition to be similar and that over time we will recognize significant synergies through G&A cost reductions, greater purchasing power and increased utilization of support facilities.  We are particularly excited to gain many talented team members who will provide valuable support in reaching our growth goal of $12 billion in sales in 2010.

We will be carefully evaluating each banner as well as each store to see how it fits in to our overall brand and real estate strategy.  Wild Oats has been rationalizing its store base over the last several years, but we expect we will close some additional stores as well as relocate others to stores we currently have in development.  We would also expect to make significant investments in remodeling stores before eventually re-branding them as Whole Foods Market stores.

Our company continues to evolve at a rapid pace.  We have always learned from past acquisitions and look forward to building on our combined strengths, cultures and historical roots.  We approached this acquisition from a strategic as well as EVA perspective and believe we will become a much stronger and better-positioned company that will produce strong returns for our shareholders in the future.

As stated in our press release, our tender offer is conditioned upon at least a majority, or 50.1 percent, of the outstanding Wild Oats’ shares being tendered, as well as customary regulatory and other closing conditions.  Wild Oats’ Board of Directors has unanimously recommended that their shareholders tender shares in this offer.  The Yucaipa Companies, Wild Oats’ largest shareholder with approximately 18 percent ownership, has committed to tendering its shares.  Approval of the transaction by our shareholders is not required.  If all goes as according to plan, we hope to close this transaction in April.

3




We believe we are well positioned to finance this transaction as well as fund our capital expenditures, ongoing cash dividend program and any future stock repurchases.  We have committed financing of $700 million in place at closing, and we also intend to upsize our revolving credit facility to $250 million from $100 million.  With $222 million in total cash and investments, only $3 million of current long-term debt, and very strong, consistent cash flow from operations, we are very comfortable taking on this additional debt and hope to maintain our investment grade credit rating.

Our guidance for fiscal year 2007 excludes any impact from the pending merger, as the transaction has not closed.

Our business model is very successful and continues to benefit all of our stakeholders.  We are executing at a high level, continuing to produce much higher sales, comps and sales per square foot than our public competitors.  Given our strong historical sales growth, record store development pipeline, continued anticipated acceleration in store openings, and this merger, we believe we are well positioned to achieve our goal of $12 billion in sales in the year 2010.  Over the longer term, however, we believe the sales potential for Whole Foods Market is much greater than $12 billion as the market continues to grow and as our company continues to improve.

We have grown our stock price at an average compound annual rate of 23 percent since going public, and we encourage our shareholders to stay focused on the long term.  We are constantly evolving, innovating and maturing and have a demonstrated track record of competing, executing and delivering strong results.

At close of call:

Thank you for listening in.  Visit our web site for a transcript of the scripted portion of this call.  A recording of the call will also be available online through a link on our website at www.wholefoodsmarket.com.

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