<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
Whole Foods Market, Inc.
-----------------------------------------
(Name of Issuer)
Common Stock, no par value
-----------------------------------------
(Title of Class of Securities)
966837106
-----------------------------------------
(CUSIP Number)
David J. Greenwald, Esq.
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
(212) 902-1000
----------------------------------
(Name, address and telephone number of person authorized
to receive notices and communications)
December 31, 1996
-----------------------------------------
(Date of Event which requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box: ______
Check the following box if a fee is being paid with this statement:
-------
<PAGE>
- -----------------------
CUSIP NO.
966837106
- -----------------
- --------------------------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Goldman, Sachs & Co.
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a)
----
(b) _____
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds
- --------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
----------
- --------------------------------------------------------------------------------
6. Citizenship or place of Organization
New York
- --------------------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares
Beneficially -0-
Owned By ----------------------------
Each 8 Shared Voting Power
Reporting 1,554,623
Person With ----------------------------
9 Sole Dispositive Power
-0-
----------------------------
10 Shared Dispositive Power
1,554,623
----------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,554,623
- -----------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
_______
- -----------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
8.1%
- -----------------------------------------------------------------
14. Type of Reporting Person
BD-PN-IA
- -------------------------------------------------------------------------
Page 2
<PAGE>
- -----------------------
CUSIP NO.
966837106
- -----------------
- --------------------------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
The Goldman Sachs Group, L.P.
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a)
----
(b) _____
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds
- --------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
-----------
- --------------------------------------------------------------------------------
6. Citizenship or place of Organization
Delaware
- --------------------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares 8,328
Beneficially ----------------------------
Owned By 8 Shared Voting Power
Each 1,554,623
Reporting ----------------------------
Person With 9 Sole Dispositive Power
8,328
----------------------------
10 Shared Dispositive Power
1,554,623
----------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,562,951
- -----------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
_______
- -----------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
8.1%
- -----------------------------------------------------------------
14. Type of Reporting Person
HC-PN
- ----------------------------------------------------------------------
Page 3
<PAGE>
_____________________
CUSIP NO.
966837106
- -----------------
- --------------------------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GS Advisors, L.P.
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a)
----
(b)
----
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds
- --------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
-----------
- --------------------------------------------------------------------------------
6. Citizenship or place of Organization
Delaware
- --------------------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares
Beneficially -0-
Owned By ----------------------------
Each 8 Shared Voting Power
Reporting 1,332,301
Person With ----------------------------
9 Sole Dispositive Power
-0-
----------------------------
10 Shared Dispositive Power
1,332,301
----------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,332,301
- -----------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
_______
- -----------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
6.9%
- -----------------------------------------------------------------
14. Type of Reporting Person
PN
- -----------------------------------------------------------------
Page 4
<PAGE>
- ----------------------
CUSIP NO.
966837106
- -----------------
- --------------------------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GS Capital Partners, L.P.
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a)
----
(b)
----
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds
- --------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
---------
- --------------------------------------------------------------------------------
6. Citizenship or place of Organization
Delaware
- --------------------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares
Beneficially -0-
Owned By ----------------------------
Each 8 Shared Voting Power
Reporting 1,332,301
Person With ----------------------------
9 Sole Dispositive Power
-0-
----------------------------
10 Shared Dispositive Power
1,332,301
----------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,332,301
- -----------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
________
- -----------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
6.9%
- -----------------------------------------------------------------
14. Type of Reporting Person
PN
- -----------------------------------------------------------------
Page 5
<PAGE>
AMENDMENT NO. 1 TO
SCHEDULE 13D
RELATING TO THE COMMON STOCK
OF WHOLE FOODS MARKET, INC.
GS Capital Partners, L.P. ("GS Capital"), GS Advisors, L.P. ("GS
Advisors, L.P."), Goldman, Sachs & Co. ("Goldman Sachs") and The Goldman Sachs
Group, L.P. ("GS Group", and together with GS Capital, GS Advisors, L.P. and
Goldman Sachs, the "Filing Persons")/1/ hereby amend this statement on Schedule
13D filed with respect to the Common Stock, no par value per share (the "Common
Stock") of Whole Foods Market, Inc., a Texas corporation (the "Company"). This
Amendment No. 1 is being filed primarily to reflect a decrease in the percentage
of the class beneficially owned due to the expiration of certain warrants to
purchase shares of Common Stock. Goldman Sachs and GS Group may be deemed, for
purposes of this Statement, to own beneficially shares of Common Stock through
GS Capital and through certain limited partnerships of which affiliates of
Goldman Sachs and GS Group are the general partner or the managing general
partner (the "Other Limited Partnerships" and, together with GS Capital, the
"Limited Partnerships"). Goldman Sachs and GS Group each disclaims beneficial
ownership of shares of Common Stock beneficially owned by the Limited
Partnerships to the extent of partnership interests in the Limited Partnerships
held by persons other than Goldman Sachs, GS Group or their affiliates. In
addition, GS Group beneficially owns options to purchase shares of Common Stock,
and Goldman Sachs and GS Group may be
/1/ Neither the present filing nor anything contained herein shall be construed
as an admission that any Filing Person constitutes a "person" for any purpose
other than Section 13(d) of the Securities Exchange Act of 1934.
6
<PAGE>
deemed to beneficially own shares of Common Stock held in client accounts
managed by Goldman Sachs ("Managed Accounts"). Goldman Sachs and GS Group
disclaim beneficial ownership of the shares of Common Stock held in Managed
Accounts.
Item 2 is hereby amended and restated as follows:
Item 2. Identity and Background
-----------------------
GS Capital, a Delaware limited partnership, was formed for the purpose
of investing in equity and equity-related securities primarily acquired or
issued in leveraged acquisitions, reorganizations and other private equity
transactions. GS Advisors, L.P., a Delaware limited partnership, is the sole
general partner of GS Capital. Goldman Sachs, a New York limited partnership, is
an investment banking firm and a member of the New York Stock Exchange, Inc. and
other national exchanges. Goldman Sachs also serves as the investment manager
for GS Capital. GS Group, one of the general partners of Goldman Sachs, owns a
99% interest in Goldman Sachs. GS Group is a Delaware limited partnership and a
holding partnership that engages (directly or indirectly through subsidiaries or
affiliated companies or both) in the business of buying and selling securities,
both foreign and domestic, and in making investments of behalf of its partners.
The other general partner of Goldman Sachs is The Goldman, Sachs & Co. L.L.C., a
Delaware limited liability company ("GS L.L.C."), which is a wholly owned
subsidiary of GS Group and The Goldman Sachs Corporation, a Delaware corporation
("GS Corp."). GS Corp. is the sole general partner of GS Group. The principal
business address of each of Goldman Sachs, GS Group, GS Corp., GS L.L.C., GS
Capital, GS Advisors, L.P. and the Other Limited Partnerships is 85 Broad
Street, New York, NY 10004.
The name, business address, present principal occupation or employment
and citizenship of each director and of each member of the executive committee
of GS Corp. and GS L.L.C. and of each member of the executive committee of GS
Group and Goldman Sachs are set forth in Schedule I hereto and are incorporated
herein by reference.
7
<PAGE>
The name, business address, present principal occupation or employment and
citizenship of each director and executive officer of GS Advisors, Inc., a
Delaware corporation that is the sole general partner of GS Advisors, L.P., are
set forth in Schedule II hereto and are incorporated herein by reference.
During the last five years, none of the Filing Persons, or, to the
knowledge of each of the Filing Persons, any of the persons listed on Schedule I
or Schedule II hereto, (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) except as set
forth in Schedule III hereto, has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws, or finding any violation with respect to such laws.
8
<PAGE>
Item 5 is hereby amended as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of December 31, 1996, GS Capital beneficially owned, and GS
Advisors, L.P. may be deemed to beneficially own, 1,332,301 shares of Common
Stock, representing approximately 6.9% of the shares of Common Stock
outstanding, and the Other Limited Partnerships in the aggregate beneficially
owned 219,702 shares of Common Stock, representing approximately 1.1% of the
shares of Common Stock outstanding.
As of December 31, 1996, Goldman Sachs may be deemed to
beneficially own an aggregate of 1,554,623 shares of Common Stock, including
1,552,003 shares of Common Stock beneficially owned by the Limited Partnerships
and 2,620 shares of Common Stock held in Managed Accounts, representing in the
aggregate approximately 8.1% of the shares of Common Stock outstanding.
As of December 31, 1996, GS Group may be deemed to beneficially own
an aggregate of 1,562,951 shares of Common Stock, including the 1,554,623 shares
of Common Stock which may be deemed to be beneficially owned by Goldman Sachs
and 8,328 shares of Common Stock subject to options owned by GS Group that are
currently exercisable, representing in the aggregate approximately 8.1% of the
shares of Common Stock outstanding.
GS Group and Goldman Sachs disclaim beneficial ownership of (i) the
shares of Common Stock beneficially owned by the Limited Partnerships to the
extent of partnership interests in the Limited Partnerships held by persons
other then GS Group, Goldman Sachs or their affiliates and (ii) shares of Common
Stock held in Managed Accounts.
The foregoing percentages were calculated based on 19,212,500
shares of Common Stock outstanding as reported in the Company's Form 10-K for
the Fiscal Year ended November 30, 1996.
9
<PAGE>
None of the Filing Persons and, to the knowledge of each of the Filing
Persons, none of the Limited Partnerships that is not a Filing Person
beneficially owns any shares of Common Stock as of December 31, 1996 other than
as set forth herein.
(b) Each Filing Person shares the power to vote or direct the vote and
to dispose or direct the disposition of shares of Common Stock beneficially
owned by such Filing Person as indicated in the 2nd through 5th pages of this
filing.
(c) Warrants to purchase 355,416 shares of Common Stock which were
owned by GS Capital and warrants to purchase 26,588 shares of Common Stock which
were owned by the Other Limited Partnerships, and which may have been deemed to
be beneficially owned by certain of the Filing Persons, expired on December 30,
1996 in accordance with their terms. Except as disclosed herein, no transactions
in the Common Stock were effected by the Filing Persons, or, to the knowledge of
any of the Filing Persons, any of the Limited Partnerships that is not a Filing
Person or any of the persons listed on Schedules I or II hereto, during the past
sixty days.
10
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth is true, complete and correct.
Dated: January 23, 1997
GOLDMAN, SACHS & CO.
By:/s/ Richard A. Friedman
----------------------------------------
Name: Richard A. Friedman
Title: Managing Director
THE GOLDMAN SACHS GROUP, L.P.
By: The Goldman Sachs Corporation, its
general partner
By: /s/ Richard A. Friedman
-----------------------------------------
Name: Richard A. Friedman
Title: Executive Vice President
GS ADVISORS, L.P.
By: GS Advisors, Inc., its general partner
By: /s/ Richard A. Friedman
----------------------------------------
Name: Richard A. Friedman
Title: President
GS CAPITAL PARTNERS, L.P.
By: GS Advisors, L.P., its general partner
By: GS Advisors, Inc., its general partner
By: /s/ Richard A. Friedman
-----------------------------------------
Name: Richard A. Friedman
Title: President
<PAGE>
SCHEDULE I
----------
The name, business address, present principal occupation or employment
and citizenship, of each director and of each member of the executive
committee of The Goldman Sachs Corporation and The Goldman, Sachs & Co.
L.L.C. and of each member of the executive committee of The Goldman Sachs
Group, L.P. and Goldman, Sachs & Co. are set forth below.
Unless otherwise indicated, the business address of each person listed
below is 85 Broad Street, New York, NY 10004, and unless otherwise
indicated each person is a citizen of the United States of America. The
present principal occupation or employment of each of the listed persons is
as a managing director of Goldman, Sachs & Co. or another Goldman Sachs
operating entity and as a member of the executive committee.
Name Business Address
- --------------------- ----------------
Jon Z. Corzine
Henry M. Paulson, Jr.
Roy J. Zuckerberg
Robert J. Hurst
John A. Thain 133 Fleet Street
London EC4A 2BB, England
John L. Thornton 133 Fleet Street
London EC4A 2BB, England
<PAGE>
SCHEDULE II
-----------
The name, business address, present principal occupation or employment and
citizenship of each director and executive officer of GS Advisors, Inc., the
sole general partner of GS Advisors, L.P., which is the sole general partner of
GS Capital Partners,L.P., are set forth below.
The business address for all the executive officers and directors listed
below except Henry Cornell is 85 Broad Street, New York, New York 10004. The
business address of Henry Cornell is 3 Garden Road, Hong Kong.
All executive officers and directors listed below are United States
citizens.
<TABLE>
<CAPTION>
Name and Business Address Position Present Principal Occupation
- --------------------------- ------------------------ ----------------------------
<S> <C> <C>
Richard A. Friedman Director/President Managing Director of
Goldman, Sachs & Co.
Terence M. O'Toole Director/Vice President Managing Director of
Goldman, Sachs & Co.
Carla H. Skodinski Vice President/Secretary Vice President of Goldman,
Sachs & Co.
Elizabeth S. Cogan Treasurer Vice President of Goldman,
Sachs & Co.
Joseph H. Gleberman Director/Vice President Managing Director of
Goldman, Sachs & Co.
Henry Cornell Vice President Managing Director of
Goldman Sachs
(Asia) L.L.C.
Barry S. Volpert Director/Vice President Managing Director of
Goldman, Sachs & Co.
Eve M. Gerriets Vice President/Assistant Vice President of Goldman,
Secretary Sachs & Co.
David J. Greenwald Assistant Secretary Vice President of Goldman,
Sachs & Co.
C. Douglas Fuge Assistant Treasurer Vice President of Goldman,
Sachs & Co.
</TABLE>
<PAGE>
SCHEDULE III
------------
In settlement of SEC Administrative Proceeding File No. 3-7646 In the
Matter of the Distribution of Securities Issued by Certain Government Sponsored
Enterprises, Goldman, Sachs & Co., (the "Firm") without admitting or denying the
findings consented to the entry of an Order dated January 16, 1992 along with
numerous other securities firms. The SEC found that the Firm in connection with
its participation in the primary distributions of certain unsecured debt
securities issued by Government Sponsored Enterprises ("GSEs") made and kept
certain records that did not accurately reflect the Firm's customers' orders for
GSEs' securities and/or offers, purchases or sales by the Firm of the GSEs'
securities effected by the Firm in violation of Section 17(a) of the Exchange
Act and 17 C.F.R. (S)(S) 240.17a-3 and 240.17a-4.
The Firm was ordered to cease and desist from committing or causing future
violations of the aforementioned sections of the Exchange Act in connection with
any primary distributions of unsecured debt securities issued by the GSEs, pay a
civil money penalty to the United States Treasury in the amount of $100,000 and
maintain policies and procedures reasonably designed to ensure the Firm's future
compliance with the aforementioned sections of the Exchange Act in connection
with any primary distributions of unsecured debt securities issued by the GSEs.
In SEC Administrative Proceeding File No.3-8282 In the Matter of Goldman,
Sachs & Co., the Firm without admitting or denying the allegations settled
administrative proceedings involving alleged books and records and supervisory
violations relating to eleven trades in the secondary markets for U.S. Treasury
securities in 1985 and 1986. The SEC alleged that the Firm had failed to
maintain certain records required pursuant to Section 17(a) of the Exchange Act
and had also failed to supervise activities relating to the aforementioned
trades in violation of Section 15(b)(4)(E) of the Exchange Act.
The Firm was ordered to cease and desist from committing or causing any
violation of the aforementioned sections of the Exchange Act, pay a civil money
penalty to the SEC in the amount of $250,000 and establish policies and
procedures reasonably designed to assure compliance with Section 17(a) of the
Exchange Act and Rules 17a-3 and 17a-4 thereunder.
