0001104659-16-144004.txt : 20161025 0001104659-16-144004.hdr.sgml : 20161025 20160909162324 ACCESSION NUMBER: 0001104659-16-144004 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160909 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: 0928 FILING VALUES: FORM TYPE: CORRESP 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Whole Foods Market Rocky Mountain/Southwest, L.P. CENTRAL INDEX KEY: 0001681352 IRS NUMBER: 742737164 STATE OF INCORPORATION: KS FISCAL YEAR END: 0925 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 550 BOWIE STREET CITY: AUSTIN STATE: TX ZIP: 78703 BUSINESS PHONE: (512) 477-4455 MAIL ADDRESS: STREET 1: 550 BOWIE STREET CITY: AUSTIN STATE: TX ZIP: 78703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WFM Nebraska, LLC CENTRAL INDEX KEY: 0001681364 IRS NUMBER: 463662981 STATE OF INCORPORATION: DE FISCAL YEAR END: 0925 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 550 BOWIE STREET CITY: AUSTIN STATE: TX ZIP: 78703 BUSINESS PHONE: (512) 477-4455 MAIL ADDRESS: STREET 1: 550 BOWIE STREET CITY: AUSTIN STATE: TX ZIP: 78703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WFM-WO, Inc. CENTRAL INDEX KEY: 0001681376 IRS NUMBER: 841100630 STATE OF INCORPORATION: DE FISCAL YEAR END: 0925 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 550 BOWIE STREET CITY: AUSTIN STATE: TX ZIP: 78703 BUSINESS PHONE: (512) 477-4455 MAIL ADDRESS: STREET 1: 550 BOWIE STREET CITY: AUSTIN STATE: TX ZIP: 78703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WFM IP Investments, Inc. CENTRAL INDEX KEY: 0001681384 IRS NUMBER: 260060459 STATE OF INCORPORATION: DE FISCAL YEAR END: 0925 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 550 BOWIE STREET CITY: AUSTIN STATE: TX ZIP: 78703 BUSINESS PHONE: (512) 477-4455 MAIL ADDRESS: STREET 1: 550 BOWIE STREET CITY: AUSTIN STATE: TX ZIP: 78703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Whole Foods Market Group, Inc. CENTRAL INDEX KEY: 0001681416 IRS NUMBER: 521711175 STATE OF INCORPORATION: DE FISCAL YEAR END: 0925 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 550 BOWIE STREET CITY: AUSTIN STATE: TX ZIP: 78703 BUSINESS PHONE: (512) 477-4455 MAIL ADDRESS: STREET 1: 550 BOWIE STREET CITY: AUSTIN STATE: TX ZIP: 78703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Whole Foods Market Services, Inc. CENTRAL INDEX KEY: 0001681466 IRS NUMBER: 742730250 STATE OF INCORPORATION: DE FISCAL YEAR END: 0925 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 550 BOWIE STREET CITY: AUSTIN STATE: TX ZIP: 78703 BUSINESS PHONE: (512) 477-4455 MAIL ADDRESS: STREET 1: 550 BOWIE STREET CITY: AUSTIN STATE: TX ZIP: 78703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WFM Hawaii, LLC CENTRAL INDEX KEY: 0001681370 IRS NUMBER: 263153326 STATE OF INCORPORATION: HI FISCAL YEAR END: 0925 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 550 BOWIE STREET CITY: AUSTIN STATE: TX ZIP: 78703 BUSINESS PHONE: (512) 477-4455 MAIL ADDRESS: STREET 1: 550 BOWIE STREET CITY: AUSTIN STATE: TX ZIP: 78703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WFM Northern Nevada, Inc. CENTRAL INDEX KEY: 0001681383 IRS NUMBER: 202522815 STATE OF INCORPORATION: DE FISCAL YEAR END: 0925 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 550 BOWIE STREET CITY: AUSTIN STATE: TX ZIP: 78703 BUSINESS PHONE: (512) 477-4455 MAIL ADDRESS: STREET 1: 550 BOWIE STREET CITY: AUSTIN STATE: TX ZIP: 78703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Mrs. Goochs Natural Food Markets, Inc. CENTRAL INDEX KEY: 0001681386 IRS NUMBER: 953096433 STATE OF INCORPORATION: CA FISCAL YEAR END: 0925 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 550 BOWIE STREET CITY: AUSTIN STATE: TX ZIP: 78703 BUSINESS PHONE: (512) 477-4455 MAIL ADDRESS: STREET 1: 550 BOWIE STREET CITY: AUSTIN STATE: TX ZIP: 78703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Whole Foods Market Pacific Northwest, Inc. CENTRAL INDEX KEY: 0001681465 IRS NUMBER: 202020453 STATE OF INCORPORATION: DE FISCAL YEAR END: 0925 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 550 BOWIE STREET CITY: AUSTIN STATE: TX ZIP: 78703 BUSINESS PHONE: (512) 477-4455 MAIL ADDRESS: STREET 1: 550 BOWIE STREET CITY: AUSTIN STATE: TX ZIP: 78703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Whole Foods Market California, Inc. CENTRAL INDEX KEY: 0001681365 IRS NUMBER: 742489930 STATE OF INCORPORATION: CA FISCAL YEAR END: 0925 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 550 BOWIE STREET CITY: AUSTIN STATE: TX ZIP: 78703 BUSINESS PHONE: (512) 477-4455 MAIL ADDRESS: STREET 1: 550 BOWIE STREET CITY: AUSTIN STATE: TX ZIP: 78703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Whole Foods Market IP, L.P. CENTRAL INDEX KEY: 0001681363 IRS NUMBER: 742949152 STATE OF INCORPORATION: DE FISCAL YEAR END: 0925 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 550 BOWIE STREET CITY: AUSTIN STATE: TX ZIP: 78703 BUSINESS PHONE: (512) 477-4455 MAIL ADDRESS: STREET 1: 550 BOWIE STREET CITY: AUSTIN STATE: TX ZIP: 78703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WFM Kansas, LLC CENTRAL INDEX KEY: 0001681356 IRS NUMBER: 472916592 STATE OF INCORPORATION: KS FISCAL YEAR END: 0925 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 550 BOWIE STREET CITY: AUSTIN STATE: TX ZIP: 78703 BUSINESS PHONE: (512) 477-4455 MAIL ADDRESS: STREET 1: 550 BOWIE STREET CITY: AUSTIN STATE: TX ZIP: 78703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WFM Southern Nevada, Inc. CENTRAL INDEX KEY: 0001681357 IRS NUMBER: 810616883 STATE OF INCORPORATION: DE FISCAL YEAR END: 0925 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 550 BOWIE STREET CITY: AUSTIN STATE: TX ZIP: 78703 BUSINESS PHONE: (512) 477-4455 MAIL ADDRESS: STREET 1: 550 BOWIE STREET CITY: AUSTIN STATE: TX ZIP: 78703 CORRESP 1 filename1.htm

 

Whole Foods Market, Inc.

550 Bowie Street

Austin, Texas 78709

 

September 9, 2016

 

VIA EDGAR

 

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C.  20549

 

Re:                             Whole Foods Market, Inc. (the “Company”)
Registration Statement on Form S-4

Filed on September 9, 2016

 

Ladies and Gentlemen:

 

This letter is provided to the staff of the Securities and Exchange Commission (the “Staff”) in connection with the registration statement referenced above filed by the Company and each of the Company’s guarantor subsidiaries listed on the signature page hereto (together with the Company, the “Registrants”) relating to the Company’s offer (the “Exchange Offer”) to exchange up to $1,000,000,000 aggregate principal amount of its 5.200% Senior Notes due 2025 that will be registered under the Securities Act of 1933, as amended (the “Securities Act”) (together with the guarantees thereof, the “Exchange Notes”), for any and all of the Company’s outstanding 5.200% Senior Notes due 2025 that were issued on December 3, 2015 (together with the guarantees thereof, the “Old Notes”).

 

The Registrants hereby inform the Staff that they are registering the Exchange Offer in reliance on the Staff position enunciated in Exxon Capital Holdings Corporation, SEC No-Action Letter (April 13, 1989) (the “Exxon Capital Letter”); Morgan Stanley & Co., Incorporated, SEC No-Action Letter (June 5, 1991) (the “Morgan Stanley Letter”) and Shearman & Sterling, SEC No-Action Letter (July 2, 1993) (the “Shearman & Sterling Letter”).

 

The Registrants have not entered into any arrangement or understanding with any person who will receive Exchange Notes in the Exchange Offer to distribute such Exchange Notes following the completion of the Exchange Offer, and to the best of the Registrants’ information and belief, each person participating in the Exchange Offer will acquire the Exchange Notes in its ordinary course of business and will not participate in the Exchange Offer with a view to distribute the Exchange Notes to be received in the Exchange Offer.  In this regard, the Registrants will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that if such person is participating in the Exchange Offer for the purpose of distributing Exchange Notes, such person (i) cannot rely on the Staff position enunciated in the Exxon Capital Letter, the Morgan Stanley Letter or interpretive letters of similar intent, and (ii) must comply with registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.  The Registrants acknowledge that such a secondary resale transaction by a person participating in the Exchange Offer should be covered by an effective registration statement containing the selling securityholder information required by Items 507 and 508, as applicable, of Regulation S-K under the Securities Act.

 


 

In addition, as required by the Staff pursuant to the Shearman & Sterling Letter, the Registrants will (i) make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that any broker-dealer who holds Old Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such Old Notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes, and (ii) include in the letter of transmittal to be executed by a recipient of Exchange Notes in the Exchange Offer (the “Transmittal Letter”) (a) an acknowledgement to be executed by each person participating in the Exchange Offer that such participant does not intend to engage in a distribution of the Exchange Notes and (b) language to the effect that if such exchange offeree is a broker-dealer holding Old Notes acquired for its own account as a result of market-making activities or other trading activities, it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such Old Notes pursuant to the Exchange Offer.

 

If you have any questions regarding the foregoing please contact Justin R. Salon at Morrison & Foerster LLP, 2000 Pennsylvania Avenue, NW, Washington, D.C. 20006, Telephone: (202) 887-8785, Email: jsalon@mofo.com.

 


 

 

 

Sincerely,

 

 

 

 

 

MRS. GOOCH’S NATURAL FOOD MARKETS, INC.

 

 

WFM HAWAII, LLC

 

 

WFM IP INVESTMENTS, INC.

 

 

WFM KANSAS, LLC

 

 

WFM NEBRASKA, LLC

 

 

WFM NORTHERN NEVADA, INC.

 

 

WFM-WO, INC.

 

 

WHOLE FOODS MARKET CALIFORNIA, INC.

 

 

WHOLE FOODS MARKET GROUP, INC.

 

 

WHOLE FOODS MARKET PACIFIC NORTHWEST, INC.

 

 

WHOLE FOODS MARKET ROCKY MOUNTAIN/SOUTHWEST, L.P.

 

 

 

 

 

 

 

By:

/s/ Albert Percival

 

 

Name: Albert Percival

 

 

Title: Secretary

 

 

 

 

 

 

 

 

WFM SOUTHERN NEVADA, INC.

 

 

 

 

 

 

 

By:

/s/ Albert Percival

 

 

Name: Albert Percival

 

 

Title: Assistant Secretary

 

 

 

 

 

 

 

 

WHOLE FOODS MARKET, INC.

 

 

WHOLE FOODS MARKET SERVICES, INC.

 

 

 

 

 

 

 

By:

/s/ Glenda Flanagan

 

 

Name: Glenda Flanagan

 

 

Title: Executive Vice President and Chief Financial Officer

 


 

 

 

WHOLE FOODS MARKET IP, L.P.

 

 

 

 

 

 

 

By:

/s/ Glenda Flanagan

 

 

Name: Glenda Flanagan

 

 

Title: Vice President, Secretary and Treasurer