UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement under Section 14(d) (4)
of the Securities Exchange Act of 1934
(Amendment No. 9)
WILD OATS MARKETS, INC.
(Name of Subject Company)
WILD OATS MARKETS, INC.
(Names of Persons Filing Statement)
Common Stock, par value $0.001 per share
(including associated Preferred Stock purchase rights)
(Title of Class of Securities)
96808B107
(CUSIP Number of Class of Securities)
Gregory Mays
Chief Executive Officer and Chairman of the Board of Directors
1821 30th Street
Boulder, Colorado 80301
(303) 440-5220
(Name, address, and telephone numbers of person authorized to receive
notices and communications on behalf of the persons filing statement)
With copies to:
Brian J. McCarthy, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue
Los Angeles, California 90071
(213) 687-5000
o Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
This Amendment No. 9 (this “Amendment”) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 filed on February 27, 2007, as amended on
March 15, 2007, March 22, 2007, April 25, 2007, May 23, 2007, June 6, 2007, June 19, 2007, July 23,
2007, and August 13, 2007 (the “Statement”), by Wild Oats Markets, Inc., a Delaware corporation
(the “Company”). The Statement relates to the cash tender offer by WFMI Merger Co. (“Merger Sub”),
a Delaware corporation and a wholly owned subsidiary of Whole Foods Market, Inc., a Texas
corporation (the “Purchaser”), disclosed in a Tender Offer
Statement on Schedule TO, dated February 27, 2007, as amended March 14, 2007, March 21, 2007, March 28, 2007, April 25, 2007, May 22, 2007,
June 5, 2007, June 18, 2007, July 20, 2007, August 10, 2007, and August 16, 2007 (the “Schedule
TO”), filed with the Securities and Exchange Commission, to purchase all of the outstanding common
stock, par value $0.001 per share, of the Company (the “Common Stock”), including the associated
rights to purchase Series A Junior Participating Preferred Stock, par value $0.001 per share, of
the Company (the “Rights”), issued pursuant to the Rights Agreement, dated as of May 22, 1998, as
amended, between the Company and Wells Fargo Bank, N.A., as successor in interest to Norwest Bank
Minneapolis, N.A, as rights agent (such Common Stock, together with the associated Rights, the
“Shares”), at a price of $18.50 per Share, net to the seller in cash, without interest thereon,
upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 27,
2007 (the “Offer to Purchase”), and the related Letter of Transmittal, which were filed with the
Statement as Exhibits (a)(1) and (a)(2) thereto. Except as otherwise set forth below, the
information set forth in the Statement remains unchanged and is incorporated by reference as
relevant to the items in this Amendment. Capitalized terms used but not otherwise defined herein
have the meanings ascribed to such terms in the Statement.
Item 8. Additional Information.
Item 8 is hereby amended and supplemented by adding the following text to the end of Item 8:
(q) Extension of Offering Period.
On August 15, 2007, Purchaser issued a press release announcing that Merger Sub had extended the
expiration date for the Offer until 5:00 p.m., New York City time, on Monday, August 20,
2007. A copy of the press release is filed as Exhibit (a)(13) hereto and is incorporated
herein by reference.
Item 9. Exhibits.
Item 9 is hereby amended and supplemented by adding the following exhibit thereto:
| |
|
|
| Exhibit No. |
|
Description |
|
|
|
(a)(13)
|
|
Press release issued by the Purchaser on August 15, 2007
(incorporated by reference to Exhibit 99.1 of the Current
Report on Form 8-K filed by the Purchaser with the SEC on
August 16, 2007). |
2