PROSPECTUS SUPPLEMENT (dated October 31, 1997)
To Prospectus dated August 4, 1997
SELLING STOCKHOLDERS
The table below sets forth the beneficial ownership of the Company's
Common Stock by the Selling Stockholders at October 1, 1997, and after giving
effect to the sale of the shares of Common Stock offered hereby. Each of the
persons named below has sole voting and investment power with respect to the
shares of Common Stock beneficially owned by him. Unless otherwise indicated,
the share numbers in the table below represent 1% or less of the outstanding
Common Stock of the Company.
<TABLE>
<S> <C>
Shares Owned Shares Being Shares Owned After
Name Before the Offering Offered the Offering (1)
- --------- ------------------- ------------- ------------------
James K. Oppenheimer(2) 145,967 145,967 --
Richard Gerber(2) 26,968 26,968 --
Julie Gerber(2) 26,968 26,968 --
The Carlyle Group(3) 784,302 167,023 617,279
W. Todd Loomis and
Laurie A. Loomis(4) 32,977 32,977 --
- --------------
</TABLE>
(1) Assumes that all of the Shares offered hereby are sold.
(2) These holders acquired the Shares owned by them pursuant to the April
1997 acquisition of Bread of Life, Inc. and affiliated companies.
Subsequent to the acquisition, Messrs. Oppenheimer and Gerber have
served as the Regional President and Regional Vice President,
respectively, of the Southern Florida region of the Company.
(3) The Carlyle Group's beneficial ownership represented 3.1% of the
outstanding Common Stock at October 1, 1997 (2.4% after the sale of the
Shares offered hereby). The Carlyle Group acquired its Shares pursuant
to the acquisition of Fresh Fields Markets, Inc. in August 1996. David
W. Dupree, a Managing Director of The Carlyle Group, has served as a
member of the Company's board of directors since August 1996. The
address of The Carlyle Group is 1001 Pennsylvania Avenue, N.W.,
Washington, D.C. 20004. The Shares offered by The Carlyle Group are
held of record by Carlyle FFM Partners VI, L.P.
(4) These holders acquired the Shares owned by them pursuant to the August
1997 acquisition of Organic Merchants, Inc. Subsequent to the
acquisition, Mr. Loomis became an employee of the Company.
The Company is registering the Shares of the Selling Stockholders
pursuant to certain registration rights granted to them pursuant to agreements
entered in connection with such acquisitions. The offering of the Shares
contemplated hereby will terminate on December 31, 1998, or such earlier date as
all Shares offered hereby have been sold.
