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 30, 1996
WHOLE FOODS MARKET, INC.
(Exact name of registrant as specified in its charter)
Texas 0-19797 74-1989366
(State of (Commission File (IRS employment
incorporation) Number) identification no.)
601 North Lamar, #300
Austin, Texas 78703
(Address of principal executive offices)
Registrant's telephone number, including area code 512-477-5566
Page 1 of 3 pages
Exhibit index on page 2
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Item 2. Acquisition or Disposition of Assets.
On August 30, 1996, the Company completed a merger pursuant to which
Fresh Fields Markets, Inc. ("Fresh Fields") became a wholly owned subsidiary of
the Company. Fresh Fields owns and operates 22 multi-department, full service
natural foods supermarkets in seven states and the District of Columbia. In the
merger, holders of Fresh Fields' capital stock and certain securities
convertible into shares of Fresh Fields' capital stock received a total of
5,158,011 shares of common stock of the Company. The merger consideration was
determined as a result of arms length negotiation between the Company and Fresh
Fields, as more fully described in the Company's proxy statement dated July 31,
1996. The merger is being accounted for as a pooling of interests.
None of the former Fresh Fields stockholders were affiliated with the
Company as of the time of the merger, although each of two former shareholders
of Fresh Fields has the right to designate a director to the Board of Directors
and such shareholders have exercised this right as of August 30, 1996.
Because the merger consideration consisted entirely of common stock of
the Company, the Company did not have any funding requirements in order to
effect the merger.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired. Financial statements of Fresh
Fields prepared pursuant to Regulation S-X are included in the Registration
Statement on Form S-4, file no. 333-7719 and are incorporated by reference
herein.
(b) Pro financial information. Pro forma financial statements of the Company
(restated to reflect consummation of the merger and prepared pursuant to
Regulation S-X) are not currently available but will be filed not later than 60
days from the date on which this report on Form 8-K was required to be filed.
(c) Exhibits.
2.1 Agreement and Plan of Merger, as amended, dated as of June 17, 1996, by and
among Whole Foods Market, Inc., Whole Foods Market Mid-Atlantic, Inc. and Fresh
Fields Markets, Inc. (filed as Exhibit 2.1 to Registration Statement on Form
S-4, file no. 333-7719 and incorporated by reference herein).
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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: September 13, 1996 By: /s/ Glenda Flanagan
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Glenda Flanagan,
Chief Financial Officer
70939
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