UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
WILD OATS MARKETS, INC.
(NAME OF ISSUER)
COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
968808B-10-7
(CUSIP NUMBER)
*THE REMAINDER OF THIS COVER PAGE SHALL BE FILLED OUT FOR A REPORTING PERSON'S
INITIAL FILING ON THIS FORM WITH RESPECT TO THE SUBJECT CLASS OF SECURITIES, AND
FOR ANY SUBSEQUENT AMENDMENT CONTAINING INFORMATION WHICH WOULD ALTER THE
DISCLOSURES PROVIDED IN A PRIOR COVER PAGE.
THE INFORMATION REQUIRED IN THE REMAINDER OF THIS COVER PAGE SHALL NOT BE DEEMED
TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF
1934 ("ACT") OR OTHERWISE SUBJECT TO THE LIABILITIES OF THAT SECTION OF THE ACT
BUT SHALL BE SUBJECT TO ALL OTHER PROVISIONS OF THE ACT (HOWEVER, SEE THE
NOTES).
CUSIP NO. 968808B-10-7
1 NAME OF REPORTING PERSON
ELIZABETH C. COOK
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) [ ]
(B) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
5 SOLE VOTING POWER
403,635 SHARES HELD BY ELIZABETH C. COOK(1)
12,500 SHARES HELD BY THE ELIZABETH C. COOK 1997
CHARITABLE REMAINDER TRUST
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 403,635 SHARES HELD BY MICHAEL C. GILLILAND,
OWNED BY MS. COOK'S SPOUSE.
EACH 4,140 SHARES HELD IN JOINT TENANCY WITH
<PAGE>
REPORTING MICHAEL C. GILLILAND, MS. COOK'S SPOUSE.
PERSON 6,860 SHARES HELD BY THE IAN PATRICK
WITH GILLILAND 1993 TRUST, MS. COOK'S SON.
6,860 SHARES HELD BY THE STELLA ELIZABETH
GILLILAND 1993 TRUST, MS. COOK'S DAUGHTER.
496,146 SHARES HELD BY THE GILLILAND/COOK
FAMILY INVESTMENTS, L.P.
25,000 SHARES HELD BY THE WILD OATS COMMUNITY
FOUNDATION
12,500 SHARES HELD BY THE MICHAEL C. GILLILAND
1997 CHARITABLE REMAINDER TRUST
7 SOLE DISPOSITIVE POWER
403,635 SHARES HELD BY ELIZABETH C. COOK
12,500 SHARES HELD BY THE ELIZABETH C. COOK 1997
CHARITABLE REMAINDER TRUST
8 SHARED DISPOSITIVE POWER
403,635 SHARES HELD BY MICHAEL C. GILLILAND,
MS. COOK'S SPOUSE.
4,140 SHARES HELD IN JOINT TENANCY WITH
MICHAEL C. GILLILAND, MS. COOK'S SPOUSE.
6,860 SHARES HELD BY THE IAN PATRICK GILLILAND
1993 TRUST, MS. COOK'S SON.
6,860 SHARES HELD BY THE STELLA ELIZABETH
GILLILAND 1993 TRUST, MS. COOK'S DAUGHTER.
496,146 SHARES HELD BY THE GILLILAND/COOK
FAMILY INVESTMENTS, L.P.
25,000 SHARES HELD BY THE WILD OATS COMMUNITY
FOUNDATION
12,500 SHARES HELD BY THE MICHAEL C. GILLILAND
1997 CHARITABLE REMAINDER TRUST
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
823,910 SHARES
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [X]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.7%
12 TYPE OF REPORTING PERSON* IN
- ---------
(1) ALL SHARE NUMBERS REFLECT PRE-SPLIT NUMBERS. A 3 FOR 2 STOCK SPLIT WAS
EFFECTED ON 1/7/98.
<PAGE>
ITEM 1.
(A) NAME OF ISSUER
WILD OATS MARKETS, INC.
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
1645 BROADWAY, BOULDER, CO 80302
ITEM 2.
(A) NAME OF PERSON FILING
ELIZABETH C. COOK
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE
1645 BROADWAY, BOULDER, CO 80302
(C) CITIZENSHIP
U.S.
(D) TITLE OF CLASS OF SECURITIES
COMMON STOCK
(E) CUSIP NUMBER
968808B-10-7
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B),
OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A: N/A
(A) [ ] BROKER OR DEALER REGISTERED UNDER SECTION 15 OF
THE ACT
(B) [ ] BANK AS DEFINED IN SECTION 3(A)(6) OF THE ACT
(C) [ ] INSURANCE COMPANY AS DEFINED IN SECTION 3(A)(19)
OF THE ACT
(D) [ ] INVESTMENT COMPANY REGISTERED UNDER SECTION 8 OF
THE INVESTMENT COMPANY ACT
(E) [ ] INVESTMENT ADVISER REGISTERED UNDER SECTION 203
OF THE INVESTMENT ADVISERS ACT OF 1940
(F) [ ] EMPLOYEE BENEFIT PLAN, PENSION FUND WHICH IS SUBJECT TO THE
PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 OR ENDOWMENT
FUND; SEE SEC.
240.13D1(B)(II)(F)
(G) [ ] PARENT HOLDING COMPANY, IN ACCORDANCE WITH SEC.
240.13D1(B)(II)(G) (NOTE: SEE ITEM 7)
(H) [ ] GROUP, IN ACCORDANCE WITH SEC.
240.13D1(B)(1)(II)(H)
<PAGE>
ITEM 4. OWNERSHIP
(A) AMOUNT BENEFICIALLY OWNED 823,910 SHARES
(B) PERCENT OF CLASS 9.7%
(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
403,635 SHARES HELD BY ELIZABETH C. COOK
12,500 SHARES HELD BY THE ELIZABETH C. COOK 1997 CHARITABLE
REMAINDER TRUST
(II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE
403,635 SHARES HELD BY MICHAEL C. GILLILAND, MS. COOK'S SPOUSE.
4,140 SHARES HELD IN JOINT TENANCY WITH MICHAEL C. GILLILAND, MS.
COOK'S SPOUSE.
6,860 SHARES HELD BY THE IAN PATRICK GILLILAND 1993 TRUST, MS.
COOK'S SON.
6,860 SHARES HELD BY THE STELLA ELIZABETH GILLILAND 1993 TRUST,
MS. COOK'S DAUGHTER.
496,146 SHARES HELD BY THE GILLILAND/COOK FAMILY INVESTMENTS,
L.P.
12,500 SHARES HELD BY THE MICHAEL C. GILLILAND 1997 CHARITABLE
REMAINDER TRUST
25,000 SHARES HELD BY THE WILD OATS COMMUNITY FOUNDATION
(III) SOLE POWER TO DISPOSE OF OR TO DIRECT THE
DISPOSITION OF
403,635 SHARES HELD BY ELIZABETH C. COOK
12,500 SHARES HELD BY THE ELIZABETH C. COOK 1997 CHARITABLE
REMAINDER TRUST
(IV) SHARED POWER TO DISPOSE OF OR TO DIRECT THE
DISPOSITION OF
403,635 SHARES HELD BY MICHAEL C. GILLILAND, MS. COOK'S SPOUSE.
4,140 SHARES HELD IN JOINT TENANCY WITH MICHAEL C. GILLILAND, MS.
COOK'S SPOUSE.
6,860 SHARES HELD BY THE IAN PATRICK GILLILAND 1993 TRUST, MS.
COOK'S SON.
6,860 SHARES HELD BY THE STELLA ELIZABETH GILLILAND 1993 TRUST,
MS. COOK'S DAUGHTER.
496,146 SHARES HELD BY THE GILLILAND/COOK FAMILY INVESTMENTS,
L.P.
12,500 SHARES HELD BY THE MICHAEL C. GILLILAND 1997 CHARITABLE
REMAINDER TRUST
25,000 SHARES HELD BY THE WILD OATS COMMUNITY FOUNDATION
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
IF THIS STATEMENT IS BEING FILED TO REPORT THE FACT THAT AS OF THE DATE
HEREOF THE REPORTING PERSON HAS CEASED TO BE THE BENEFICIAL OWNER OF MORE THAN
FIVE PERCENT OF THE CLASS OF SECURITIES, CHECK THE FOLLOWING. [ ]
<PAGE>
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON.
N/A
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP
N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
N/A
ITEM 10. CERTIFICATION
N/A
<PAGE>
SIGNATURE
AFTER REASONABLE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND BELIEF, I
CERTIFY THAT THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE, COMPLETE AND
CORRECT.
DATE: FEBRUARY 16, 1998
/S/ ELIZABETH C. COOK
ELIZABETH C. COOK
VP
