-----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, KmyejsqcG4dWNchwZn0UgjonAjAX6+7SfgiX7qFnpbKwZrCKHPXU2XWqHyDvcLba ekdhMUai+YB3l+R8QuMjjw== 0001275287-07-001430.txt : 20070321 0001275287-07-001430.hdr.sgml : 20070321 20070321172315 ACCESSION NUMBER: 0001275287-07-001430 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070321 ITEM INFORMATION: Other Events FILED AS OF DATE: 20070321 DATE AS OF CHANGE: 20070321 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: 07709871 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 wf9374.txt FORM 8-K ================================================================================ 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): March 21, 2007 WHOLE FOODS MARKET, INC. (Exact name of registrant as specified in its charter) Texas 0-19797 74-1989366 (State of (Commission (IRS employment incorporation) File Number) identification no.) 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 below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting materials pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 8.01. OTHER EVENTS. 8.01 Other Events Whole Foods Market issued a press release on March 21, 2007 stating that it has extended the expiration date for its tender offer to purchase outstanding common stock of Wild Oats Markets, Inc. The new expiration time is 5:00 p.m., New York City time, on Tuesday, April 24, 2007. A copy of the press release is set forth as Exhibit 99.1 to this report on Form 8-K. 2 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 hereunto duly authorized. WHOLE FOODS MARKET, INC. Date: March 21, 2007 By: /s/ Glenda Chamberlain --------------------------- Glenda Chamberlain, Executive Vice President and Chief Financial Officer 3 EX-99.1 2 wf9374ex991.txt EXHIBIT 99.1 Exhibit 99.1 For Immediate Release Contact: Cindy McCann VP of Investor Relations 512.542.0204 WHOLE FOODS MARKET ANNOUNCES EXTENSION TO TENDER OFFER March 21, 2007 (Austin, Tx.) - Whole Foods Market, Inc. (Nasdaq: WFMI) announced today that it had extended the expiration date for its tender offer to purchase outstanding shares of Wild Oats Markets, Inc. to 5:00 p.m., New York City time, on Tuesday, April 24, 2007. Whole Foods Market and Wild Oats previously announced that they had received a second request for additional information from the Federal Trade Commission (the "FTC") in connection with Whole Foods Market's proposed acquisition of Wild Oats. The effect of the second request is to extend the waiting period imposed by the HSR Act until 10 days after WFM has substantially complied with the second request, unless that period is terminated sooner by the FTC. As a result of the waiting period being extended, the condition to the tender offer requiring that the applicable waiting period under the HSR Act shall have expired or been terminated will not be fulfilled as of March 27, 2007, the original date on which the tender offer was to expire. The description contained herein is neither an offer to purchase nor a solicitation of an offer to sell shares of Wild Oats Markets, Inc. Whole Foods Market, Inc. and WFMI Merger Co. have filed with the Securities and Exchange Commission a tender offer statement on Schedule TO and certain amendments thereto, and have mailed an offer to purchase, forms of letter of transmittal and related documents to Wild Oats' stockholders. Wild Oats has filed with the Securities and Exchange Commission, and has mailed to Wild Oats' stockholders, a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. These documents contain important information about the tender offer, including the terms of the tender offer, and stockholders of Wild Oats are urged to read them carefully. Stockholders of Wild Oats may obtain a free copy of these documents and other documents filed by Wild Oats or Whole Foods Market with the Securities and Exchange Commission at the website maintained by the Securities and Exchange Commission at www.sec.gov or by contacting the information agent for the tender offer, Georgeson Inc., at (212) 440-9800 or (866) 313-2357 (toll free), or the dealer manager for the tender offer, RBC Capital Markets Corporation, at (415) 633-8668 or (800) 777-9315 x8668 (toll free). 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 $5.6 billion in fiscal year 2006 and currently has 193 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 impact of competition, and other risks detailed from time to time in the Company's SEC reports, including the reports on Form 10-K and 10-K/A Amendment No. 1 for the fiscal year ended September 25, 2005. The Company does not undertake any obligation to update forward-looking statements. Whole Foods Market, Inc. 550 Bowie Street. Austin, Texas 78703 512.477.5566 fax 512.482.7204 http://www.wholefoodsmarket.com -----END PRIVACY-ENHANCED MESSAGE-----