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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): February 17, 1998
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
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ITEM 1-4. NOT APPLICABLE.
ITEM 5. OTHER EVENTS.
On February 17, 1998, the Company issued a press release attached
hereto as Annex A in which the Company announced the offering (the "Offering")
of Zero Coupon Convertible Subordinated Debentures Due 2018 (the "Debentures").
On February 24, 1998, the Company issued a press release attached hereto as
Annex B, in which the Company announced the following terms of the Debentures:
annual accretion rate of 5% and an initial conversion premium of 23.90%. The
Offering was made pursuant to Rule 144A of the Securities Act of 1933, as
amended.
In the Offering Memorandum used in connection with the Offering, the
Company restated all previous earnings (loss) per share data to comply with
Statement of Financial Accounting Standards No. 128, "Earnings Per Share." The
following reflects such restatement:
SUMMARY CONSOLIDATED SELECTED FINANCIAL INFORMATION
(IN THOUSANDS)
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
----------------------------------------------------------------
SEPT. 26, SEPT. 25, SEPT. 24, SEPT. 29, SEPT. 28,
1993 1994 1995 1996 1997
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Basic income (loss) per share ................ $ (0.37) $ 0.08 $ 0.18 $ (0.54) $ 1.10
Weighted average common shares outstanding.... 18,748 22,187 22,724 23,366 24,194
Diluted income (loss) per share .............. (0.37) 0.08 0.18 (0.54) 1.06
Weighted average shares outstanding
-- diluted basis ......................... 18,748 22,749 23,404 23,366 25,162
</TABLE>
<TABLE>
<CAPTION>
FISCAL YEAR 1997
-------------------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Basic income per share .......................... $ 0.25 $ 0.30 $ 0.34 $ 0.21
Weighted average common shares outstanding....... 24,085 24,155 24,188 24,386
Diluted income per share......................... 0.24 0.29 0.33 0.20
Weighted average shares outstanding
-- diluted basis ............................ 24,971 24,841 25,294 25,741
</TABLE>
<TABLE>
<CAPTION>
FISCAL YEAR 1996
-------------------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Basic income (loss) per share ................... $ 0.04 $ 0.12 $ 0.25 $ (0.94)
Weighted average common shares outstanding....... 23,008 23,262 23,539 23,730
Diluted income (loss) per share ................. 0.04 0.11 0.24 (0.94)
Weighted average shares outstanding
-- diluted basis ............................ 23,581 23,957 24,614 23,730
</TABLE>
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
Not Applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not Applicable.
(c) EXHIBITS.
Not Applicable.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
Not Applicable.
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<PAGE>
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: February 26, 1998 By: /s/ Glenda Flanagan
------------------------------------
Glenda Flanagan,
Chief Financial Officer
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ANNEX A
FEBRUARY 17, 1998. AUSTIN, TX (FOR IMMEDIATE RELEASE). The Company announced
today that it is planning to offer an aggregate principal amount of zero coupon
convertible subordinated debentures in order to raise approximately $100 million
of gross proceeds. The Company may issue an additional amount of debentures to
cover over-allotments, if any. The net proceeds will be used for repayment of
amounts outstanding under its line of credit and for capital expenditures.
The debentures, which will be convertible into common stock of the Company, will
be due 2018. The Company may not call the debentures prior to 2003. The issue
will be placed with qualified institutional buyers and other institutional
accredited investors pursuant to Rule 144A under the Securities Act of 1933. The
debentures and the shares of Whole Foods Market, Inc. common stock that may be
issued upon conversion of the debentures will not initially be registered under
the Securities Act and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements. The
offering of the debentures will be structured to allow secondary trading under
Rule 144A of the Securities Act of 1933.
Whole Foods Market owns and operates the country's largest chain of natural
foods supermarkets, with 82 stores in 17 states plus the District of Columbia.
The Company's shares are traded on the NASDAQ Stock Market under the symbol
"WFMI".
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<PAGE>
ANNEX B
FEBRUARY 24, 1998. AUSTIN, TX (FOR IMMEDIATE RELEASE). The Company announced
today the pricing of its zero coupon convertible subordinated debentures. The
debentures, priced with an annual accretion rate of 5% and an initial conversion
premium of 23.90%, will result in gross proceeds to the Company of approximately
$100 million. The Company may issue an additional amount of debentures to cover
over-allotments, if any. The net proceeds will be used for repayment of amounts
outstanding under its line of credit and for capital expenditures. The offering
is expected to close on March 2, 1998.
The debentures, which will be convertible into common stock of the Company, will
be due March 2, 2018. The Company may not call the debentures prior to March 2,
2003. The issue will be placed with qualified institutional buyers and other
institutional accredited investors pursuant to Rule 144A under the Securities
Act of 1933. The debentures and the shares of Whole Foods Market, Inc. common
stock that may be issued upon conversion of the debentures will not initially be
registered under the Securities Act and may not be offered or sold in the United
States absent registration or an applicable exemption from registration
requirements. The offering of the debentures will be structured to allow
secondary trading under Rule 144A of the Securities Act of 1933.
Whole Foods Market owns and operates the country's largest chain of natural
foods supermarkets, with 82 stores in 17 states plus the District of Columbia.
The Company's shares are traded on the NASDAQ Stock Market under the symbol
"WFMI".
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