-----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, JRCFwdnl7D056q76c4YHcr6uOyTe+IKAN/dHSd/egCI01FLzo68/k9jlQwaROf9L ntwMDT36DkQPu+/aGNWV7w== 0001275287-05-002180.txt : 20050611 0001275287-05-002180.hdr.sgml : 20050611 20050608170817 ACCESSION NUMBER: 0001275287-05-002180 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050608 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050608 DATE AS OF CHANGE: 20050608 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: 05885736 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 wh2902.txt ================================================================================ 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 8, 2005 (June 7, 2005) 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 Street 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 reporting obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act [ ] Soliciting material pursuant to Rule 14a-12 of the Exchange Act [ ] Pre-commencement communications pursuant to Rule 14d-2(b) Exchange Act [ ] Pre-commencement communications pursuant to Rule 13e-4(c) Exchange Act ================================================================================ ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. (c) At a meeting held on June 7, 2005, our board of directors decided, effective October 1, 2005, to separate our North Atlantic operating region into the North Atlantic and Tri-State regions. Our board of directors elected Christina Minardi, formerly Regional Vice President of the North Atlantic region, as President of this new region. Ms. Minardi joined the Company in 1996. Since 2001, she has served as regional vice president of the North Atlantic region, overseeing the opening of the Columbus Circle, White Plains and Union Square stores in New York. Prior to becoming Regional Vice President, Ms. Minardi held various store team leader positions with the Company and with Fresh Fields Markets, Inc., which was acquired by the Company in 1996. (d) At a meeting held on June 7, 2005, our board of directors expanded the size of the board of directors from seven to eight persons and elected Hass Hassan to fill the vacancy created thereby. During fiscal 2004, we acquired all of the outstanding stock of Fresh & Wild, which owned and operated seven natural and organic food stores in London and Bristol, England for a total of approximately $20 million in cash and approximately $16 million in Whole Foods Market common stock. Mr. Hassan was the founder and executive chairman of Fresh & Wild. He beneficially owned approximately 14% of the capital stock of Fresh & Wild at the time of its acquisition by Whole Foods Market, and he and his affiliates received proceeds totaling approximately $432,718 and 46,000 shares of Whole Foods Market common stock as consideration for their ownership interest. ITEM 7.01. REGULATION FD DISCLOSURE. On June 8, 2005, we issued a press release regarding the developments described in Item 5.02 above and regarding the declaration of a quarterly cash dividend which is payable July 25, 2005 to shareholders of record at the close of business on July 15, 2005. A copy of the press release is furnished herewith as Exhibit 99.1. 2 ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. Exhibit 99.1-- Press release, dated June 8, 2005. 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. WHOLE FOODS MARKET, INC. Date: June 8, 2005 By: /s/ Glenda Flanagan. ----------------------------- Glenda Flanagan Executive Vice President and Chief Financial Officer 3 EX-99.1 2 wh2902ex991.txt EXHIBIT 99.1 WHOLE FOODS MARKET, INC. ANNOUNCES ADDITION OF HASS HASSAN TO ITS BOARD OF DIRECTORS; CREATES NEW TRI-STATE REGION; DECLARES $0.25 DIVIDEND AUSTIN, Texas, June 8 /PRNewswire-FirstCall/ -- Whole Foods Market, Inc. (Nasdaq: WFMI) today announced that Hass Hassan will join the Company's Board of Directors, increasing the size of the board from seven to eight directors. The Company also announced an expansion of its number of operating regions from ten to eleven by separating the North Atlantic region into the North Atlantic and Tri-State regions effective October 1, 2005. The new Tri-State region will be led by Christina Minardi, formerly Regional Vice President of the North Atlantic region. The Company also announced that its Board of Directors declared a seventh quarterly dividend of $0.25 which is payable July 25, 2005 to shareholders of record at the close of business on July 15, 2005. "Hass Hassan has been actively involved in the natural products industry since 1973 when he founded one of the country's first one-stop natural foods stores in Denver, Colorado," said John Mackey, Chairman, Chief Executive Officer, and Co-Founder of Whole Foods Market. "We believe his global food retailing knowledge and expertise will be a great benefit to our Board of Directors and company." Mr. Hassan started Rainbow Grocery in Denver, Colorado in 1973. In 1978, he founded Alfalfa's Markets, a chain of natural foods stores in Boulder, Colorado, serving as President and Chief Executive Officer until the company was acquired in 1995 by Wild Oats Markets, Inc., a publicly traded natural products retailer. Mr. Hassan served as President of Wild Oats Markets from 1995 to 1997. In 1999, Mr. Hassan founded Fresh & Wild, Ltd., an organic food retailer in the United Kingdom. Mr. Hassan served as President and Executive Chairman of Fresh & Wild until 2004 when the company was acquired by Whole Foods Market. Ms. Minardi joined the Company in 1996. Since 2001, she has served as regional vice president of the North Atlantic region, overseeing the opening of the very successful Columbus Circle, White Plains and Union Square stores in New York. Prior to becoming regional vice president, Ms. Minardi held various store team leader positions with the Company and with Fresh Fields Markets, Inc. which was acquired by the Company in 1996. About Whole Foods Market: Founded in 1980 in Austin, Texas, Whole Foods Market(R) is a Fortune 500 company and the largest natural and organic foods retailer. The Company had sales of $3.9 billion in fiscal year 2004 and currently has 169 stores in the United States, Canada and the United Kingdom. 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 integration of acquired stores, the impact of competition, and other risks detailed from time to time in the Company's SEC reports, including the report on Form 10-K/A Amendment No. 2 for the fiscal year ended September 26, 2004. The Company does not undertake any obligation to update forward-looking statements. Contact: Cindy McCann VP of Investor Relations 512.477.4455 SOURCE Whole Foods Market, Inc. -0- 06/08/2005 /CONTACT: Cindy McCann, VP of Investor Relations of Whole Foods Market, Inc., +1-512-477-4455/ /Web site: http://www.wholefoodsmarket.com / -----END PRIVACY-ENHANCED MESSAGE-----