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): August 27, 2007
WILD OATS MARKETS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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0-21577
(Commission
File Number)
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84-1100630
(IRS Employer
Identification No.) |
1821
30th Street
Boulder, Colorado 80301
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (303) 440-5220
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:
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)
o 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-4(c))
Item 5.01. Change in Control of Registrant.
As previously announced, on February 21, 2007, the Company entered into an
Agreement and Plan of Merger (the “Merger Agreement”) with Whole Foods Market, Inc. (“Parent”) and
WFMI Merger Co., a wholly-owned subsidiary of Parent (“Purchaser”), pursuant to which Purchaser
will merge with and into the Company (the “Merger”).
Pursuant to the Merger Agreement, Purchaser commenced a tender offer (the “Offer”) to purchase
all of the Company’s outstanding shares of common stock, par value $0.001 per share (including the
associated preferred stock purchase rights, the “Shares”), at a purchase price of $18.50 per Share,
net to the seller in cash, without interest, upon the terms and subject to the conditions set forth
in the Offer to Purchase dated February 27, 2007 and in the related Letter of Transmittal.
The Offer expired at 5:00 pm, New York City time, on Monday, August 27, 2007, at which time,
based on the information provided by the depositary for the Offer, approximately 25,175,997 Shares
were tendered and not withdrawn prior to the expiration of the Offer and an additional 3,795,973
Shares were tendered by notice of guaranteed delivery, which represents an aggregate of
approximately 96.8% of all outstanding Shares. On August 28, 2007, Purchaser announced that it had
purchased all validly tendered and not withdrawn Shares and will purchase as delivered over the
next three business days the Shares subject to guaranteed delivery, and intends to acquire all of
the remaining outstanding Shares pursuant to the short-form merger procedure available under
Delaware law, in each case at the offer price of $18.50 per Share, net to the seller in cash.
Parent has also announced that it has entered into a new five-year $700 million senior term
loan agreement to fund the Offer and the Merger. The Offer and Merger are not conditioned on any
financing arrangements.
According to the Merger Agreement, effective upon acceptance for payment by Purchaser of any
Shares pursuant to the Offer, Parent is entitled to designate directors to the Company’s Board of
Directors (the “Board”) in such number as is proportionate to Parent’s Share ownership. However,
Parent has agreed that the current members of the Board should continue to serve until Parent
effects the Merger, which we expect to occur on or about August 31, 2007.
Item 8.01. Other Events.
On August 27, 2007, Parent issued a press release announcing the expiration of the Offer and
the results thereof. On August 28, 2007, Parent and the Company issued a joint press release
announcing that Parent had purchased 84.1% of the Shares. Copies of these press releases are
attached hereto as Exhibits 99.1 and 99.2, respectively.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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| Exhibit No. |
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Description |
99.1
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Press Release of Whole Foods Market, Inc., dated August 27, 2007. |
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99.2
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Joint Press Release of Wild Oats Markets, Inc. and Whole Foods
Market, Inc., dated August 28, 2007. |