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PROSPECTUS SUPPLEMENT (dated November 13, 2000) To Prospectus dated August 23,
1999
The "Selling Holders" section of the Prospectus is amended to read as
follows:
SELLING HOLDERS
The Debentures were originally issued by the Company and resold by BT
Alex. Brown Incorporated and Morgan Stanley & Co. Incorporated (the "Initial
Purchasers"), in transactions exempt from the registration requirements of the
Securities Act, to persons reasonably believed by the Initial Purchasers to be
"qualified institutional buyers" ("QIBs") as defined in Rule 144A under the
Securities Act, in compliance with Rule 144A under the Securities Act. Such
persons constitute the "Selling Holders." The Selling Holders (which term
includes their transferees, pledgees, donees or their successors) may from time
to time offer and sell pursuant to this Prospectus any or all of the Debentures
and Common Stock issued upon conversion of the Debentures.
The following table sets forth information with respect to the Selling
Holders and the respective principal amounts of Debentures and shares of Common
Stock beneficially owned by each Selling Holder. Such information has been
obtained from the Selling Holders. Except as otherwise disclosed herein, none of
the Selling Holders has, or within the past three years has had, any position
office or other material relationship with the Company or any of its
predecessors or affiliates. Because the Selling Holders may offer all or some
portion of the Debentures or the Common Stock issuable upon conversion thereof
pursuant to this Prospectus, no estimate can be given as to the amount of the
Debentures or the Common Stock issuable upon conversion thereof that will be
held by the Selling Holders upon termination at any such sales. In addition, the
Selling Holders identified below may have sold, transferred or otherwise
disposed of all or a portion of their Debentures, since the date on which they
provided the information regarding their Debentures, in transactions exempt from
the registration requirements of the Securities Act.
Number of Shares
Principal Amount of of Common Stock
Debentures Beneficially Owned Beneficially
Selling Holder and That May Be Offered Hereby(1) Owned (2)
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Alexandra Global Investment Fund 1, Ltd. $ 9,200,000 ---
Associated Electric & Gas Insurance Services Limited 600,000 ---
Baptist Health 282,000 ---
Boston Museum of Fine Art 141,000 ---
BS Debt Income Fund-- Class A 40,000 ---
BT Alex. Brown 46,107,000 ---
CALAMOS Convertible Fund 7,805,000 ---
CALAMOS Global Growth and Income Fund 490,000 ---
CALAMOS Growth and Income Fund 1,360,000 ---
Carrigaholt Capital (Bermuda) L.P. 4,250,000 ---
Champion International Corporation Master Retirement Trust 6,685,000 ---
Class IC Company, Ltd., The 4,250,000 ---
Delaware Group Premium Fund, Inc. 300,000 ---
Delta Airlines Master Trust 11,400,000 ---
Deutsche Bank AG 21,250,000 ---
Dorinco Reinsurance Company 2,800,000 ---
Dow Chemical Company Employees' Retirement Plan 11,490,000 ---
Dunham & Assoc. Fund III 53,000 ---
Dunham & Assoc. Fund II 99,000 ---
Engineers Joint Pension Fund 518,000 ---
Fondren Foundation, The 470,000 ---
Genesee County Employees' Retirement System 1,200,000 ---
GPZ Trading LLC 2,000,000 ---
Hamilton Global Investors Limited 29,500,000 ---
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GPZ Trading LLC 2,000,000 ---
Hamilton Partners Limited 500,000 ---
HBK Cayman L.P. 1,200,000 ---
HBK Finance, L.P. 3,410,000 ---
HBK Offshore Fund Ltd. 2,800,000 ---
HBK Securities Ltd. 6,530,000 ---
Highbridge Capital Corporation 11,000,000 ---
Kettering Medical Center Funded Depreciation Account 535,000 ---
Lehman Brothers Inc. 3,400,000 ---
Maril & Co. 800,000 ---
McMahan Securities Company, L.P. 200,000 ---
Nicholas Applegate Income & Growth Fund 4,935,000 ---
NMS Services, Inc. 20,000,000
Paloma Securities L.L.C. 8,400,000 ---
Port Authority of Allegheny County Retirement and 8,150,000 ---
Disability Allowance Plan for the Employees
Represented by Local 85 of the Amalgamated Transit
Union
R2 Investments, LDC 4,850,000 ---
RJR Nabisco, Inc. Defined Benefit Master Trust 5,205,000 ---
San Diego City Retirement 1,395,000 ---
San Diego County Convertibles 4,273,000 ---
SBC Warburg Dillon Reed 800,000 ---
Silverton International Fund Limited 5,200,000 ---
Smith Barney, Inc. 10,000,000
Societe Generale 11,000,000 ---
Southern Farm Bureau Life Insurance Company 4,000,000 ---
SPT 4,300,000 ---
Teachers Insurance and Annuity Association of 13,400,000 ---
America
TQA Leverage Fund, L.P. 1,000,000 ---
TQA Vantage Fund, Ltd. 2,000,000 ---
TQA Vantage Plus Ltd. 1,000,000 ---
UBS Asset Management (New York) 6,000,000 ---
Unifi, Inc. Profit Sharing Plan and Trust 1,080,000 ---
Univar Corporation 2,150,000 ---
Wake Forest University 1,104,000 ---
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(1) The amounts indicated are based on information provided to the Company by
certain of the Selling Holders and may not reflect subsequent trading by
the Selling Holders after such information was provided to the Company. As
a result, the amount indicated may not total to the aggregate principal
amount of the Debentures.
(2) Does not include shares of Common Stock issuable upon conversion of
Debentures.
Prospectus supplementWhole FoodsZero Coupon Debentures.WPD/SAH
