<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Wild Oats Markets, Inc.
Common Stock
CUSIP Number: 968808B-10-7
*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
Michael C. Gilliland
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 641,371 /1/
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 597,349 shares held by Elizabeth C. Cook, Mr. Gilliland's
spouse.
6,210 shares held in joint tenancy with
Elizabeth C. Cook, Mr. Gilliland's spouse.
Page 1 of 7 pages
<PAGE>
10,290 shares held by the Ian Patrick
Gilliland 1993 Trust, for the benefit of
Mr. Gilliland's son.
10,290 shares held by the Stella
Elizabeth Gilliland 1993 Trust, for the
benefit of Mr. Gilliland's daughter.
744,294 shares held by the Gilliland/Cook
Family Investments, L.P.
25,454 shares held by the Wild Oats
Community Foundation of which Mr.
Gilliland is a trustee
9,750 shares held by the Elizabeth C.
Cook Charitable Remainder Trust, for the
benefit of Mr. Gilliland's spouse.
9,750 shares held by the Michael C.
Gilliland Charitable Remainder Trust.
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 641,371
REPORTING
PERSON
WITH 8 SHARED DISPOSITIVE POWER
597,349 shares held by Elizabeth C. Cook, Mr. Gilliland's
spouse.
6,210 shares held in joint tenancy with Elizabeth C. Cook,
Mr. Gilliland's spouse.
10,290 shares held by the Ian Patrick Gilliland 1993 Trust,
for the benefit of Mr. Gilliland's son.
10,290 shares held by the Stella Elizabeth Gilliland 1993
Trust, for the benefit of Mr. Gilliland's daughter.
744,294 shares held by the Gilliland/Cook Family
Investments, L.P.
25,454 shares held by the Wild Oats Community Foundation of
which Mr. Gilliland is a trustee
9,750 shares held by the Elizabeth C. Cook Charitable
Remainder Trust, for the benefit of Mr. Gilliland's spouse.
9,750 shares held by the Michael C. Gilliland Charitable
Remainder Trust.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,054,758
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 15.73%
Page 2 of 7 pages
<PAGE>
12 TYPE OF REPORTING PERSON* IN
Page 3 of 7 pages
<PAGE>
Item 1.
(a) Name of Issuer Wild Oats Markets, Inc.
(b) Address of Issuer's Principal Executive Offices
3375 Mitchell Lane Boulder, CO 80301
Item 2.
(a) Name of Person Filing Michael C. Gilliland
(b) Address of Principal Business Office or, if none, Residence
3375 Mitchell Lane Boulder, CO 80301
(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. 240.13d-1(b)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Sec. 240.13d-
1(b)(ii)(G) (Note: See Item 7)
Page 4 of 7 pages
<PAGE>
(h) [ ] Group, in accordance with Sec. 240.13d-1(b)(1)(ii)(H)
Item 4. Ownership
(a) Amount Beneficially Owned 2,054,758
(b) Percent of Class 15.73%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 641,371
(ii) shared power to vote or to direct the vote 597,349 shares
held by Elizabeth C. Cook, Mr. Gilliland's spouse. 6,210
shares held in joint tenancy with Elizabeth C. Cook, Mr.
Gilliland's spouse.
10,290 shares held by the Ian Patrick Gilliland 1993 Trust,
for the benefit of Mr. Gilliland's son.
10,290 shares held by the Stella Elizabeth Gilliland 1993
Trust, for the benefit of Mr. Gilliland's daughter.
744,294 shares held by the Gilliland/Cook Family
Investments, L.P.
25,454 shares held by the Wild Oats Community Foundation of
which Mr. Gilliland is a trustee
9,750 shares held by the Elizabeth C. Cook Charitable
Remainder Trust, for the benefit of Mr. Gilliland's spouse.
9,750 shares held by the Michael C. Gilliland Charitable
Remainder Trust.
(iii) sole power to dispose of or to direct the
disposition of 641,371
(iv) shared power to dispose of or to direct the
disposition of 597,349 shares held by Elizabeth C. Cook, Mr. Gilliland's
spouse.
6,210 shares held in joint tenancy with Elizabeth C. Cook,
Mr. Gilliland's spouse.
10,290 shares held by the Ian Patrick Gilliland 1993 Trust,
for the benefit of Mr. Gilliland's son.
10,290 shares held by the Stella Elizabeth Gilliland 1993
Trust, for the benefit of Mr. Gilliland's daughter.
Page 5 of 7 pages
<PAGE>
744,294 shares held by the Gilliland/Cook Family
Investments, L.P.
25,454 shares held by the Wild Oats Community Foundation of
which Mr. Gilliland is a trustee
9,750 shares held by the Elizabeth C. Cook Charitable
Remainder Trust, for the benefit of Mr. Gilliland's spouse.
9,750 shares held by the Michael C. Gilliland Charitable
Remainder Trust.
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. [ ]
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 6 of 7 pages
<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 10, 1999
Michael C. Gilliland
CEO
- -----------------------
/1/ Pursuant to Rule 13d-3(d)(1)(ii)(A) includes 44,022 fully vested options
Page 7 of 7 pages
