As filed with the Securities and Exchange Commission on August 29, 2017
RegistrationNo. 333-213568
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORMS-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WHOLE FOODS MARKET, INC.
(and the subsidiary guarantor registrants listed in Schedule A)
(Exact name of registrant as specified in its charter)
| Texas | 5411 | 74-1989366 | ||
(State or other jurisdiction of incorporation) | (Primary Standard Industrial Classification Number) | (IRS Employer Identification No.) |
550 Bowie Street, Austin, Texas 78703
(512)477-4455
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Heather Stern
General Counsel and Global Vice President of Legal Affairs
Whole Foods Market, Inc.
550 Bowie Street, Austin, Texas 78703
(512)477-4455
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Ronald O. Mueller, Esq.
Gibson, Dunn & Crutcher LLP
1050 Connecticut Avenue, N.W.
Washington, DC 20036-5306
(202)955-8671
Approximate date of commencement of proposed sale to the public: Not Applicable.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ (do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule13e-4(i) (Cross-Border Tender Offer) ☐
Exchange Act Rule14d-(1)(d) (Cross-Border Third-Party Tender Offer) ☐
Schedule A
TABLE OF SUBSIDIARY GUARANTOR REGISTRANTS
Exact Name of Registrant as Specified in its Charter1,2 | State or Other Jurisdiction of Incorporation or Organization | I.R.S. Employer Identification Number | ||||
Mrs. Gooch’s Natural Food Markets, Inc. | California | 95-3096433 | ||||
WFM Hawaii, LLC | Hawaii | 26-3153326 | ||||
WFM IP Investments, Inc. | Delaware | 26-0060459 | ||||
WFM Kansas, LLC | Kansas | 47-2916592 | ||||
WFM Nebraska, LLC | Delaware | 46-3662981 | ||||
WFM Northern Nevada, Inc. | Delaware | 20-2522815 | ||||
WFM Southern Nevada, Inc. | Delaware | 81-0616883 | ||||
WFM-WO, Inc. | Delaware | 84-1100630 | ||||
Whole Foods Market California, Inc. | California | 74-2489930 | ||||
Whole Foods Market Group, Inc. | Delaware | 52-1711175 | ||||
Whole Foods Market IP, L.P. | Delaware | 74-2949152 | ||||
Whole Foods Market Pacific Northwest, Inc. | Delaware | 20-2020453 | ||||
Whole Foods Market Rocky Mountain/Southwest, L.P. | Texas | 74-2737164 | ||||
Whole Foods Market Services, Inc. | Delaware | 74-2730250 | ||||
| 1 | The Primary Standard Industrial Classification Code Number for each subsidiary guarantor registrant is 5411. |
| 2 | The subsidiary guarantor registrants have the following principal executive office: |
c/o Whole Foods Market, Inc.
550 Bowie Street
Austin, Texas 78703
(512)477-4455
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statement on FormS-4 (the “Registration Statement”) filed by Whole Foods Market, Inc. (“Whole Foods Market”) with the Securities and Exchange Commission:
| • | RegistrationNo. 333-213568, filed on September 9, 2016, registering $1,000,000,000 aggregate principal amount of 5.200% Senior Notes due 2025 in connection with an offer to exchange such securities for outstanding unregistered 5.200% Senior Notes due 2025. |
Pursuant to the Agreement and Plan of Merger, dated as of June 15, 2017 (the “Merger Agreement”), by and among Amazon.com, Inc. (“Amazon”), Whole Foods Market, and Walnut Merger Sub, Inc., Whole Foods Market became a subsidiary of Amazon. As a result of the transaction contemplated by the Merger Agreement, Whole Foods Market has terminated all offerings of its securities pursuant to the Registration Statement and hereby removes and withdraws from registration all securities registered pursuant to the Registration Statement that remain unsold as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on this 29th day of August 2017.
| WHOLE FOODS MARKET, INC. (REGISTRANT) | ||
| By: | /s/ Heather Stern | |
| Heather Stern | ||
| General Counsel and Global Vice President of Legal Affairs | ||
Pursuant to the Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the specified registration statement on FormS-4 on behalf of Whole Foods Market.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Mrs. Gooch’s Natural Food Markets, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on this 29th day of August 2017.
| MRS. GOOCH’S NATURAL FOOD MARKETS, INC. | ||
| By: | /s/ Albert E. Percival | |
| Albert E. Percival | ||
| Vice President, Secretary, and Treasurer | ||
Pursuant to the Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the specified registration statement on FormS-4 on behalf of Mrs. Gooch’s Natural Food Markets, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, WFM Hawaii, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on this 29th day of August 2017.
| WFM HAWAII, LLC | ||
| By: | MRS. GOOCH’S NATURAL FOOD MARKETS, INC., its sole member | |
| By: | /s/ Albert E. Percival | |
| Albert E. Percival | ||
| Vice President, Secretary, and Treasurer | ||
Pursuant to the Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the specified registration statement on FormS-4 on behalf of WFM Hawaii, LLC.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, WFM IP Investments, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on this 29th day of August 2017.
| WFM IP INVESTMENTS, INC. | ||
| By: | /s/ Albert E. Percival | |
| Albert E. Percival | ||
| President, Secretary, and Treasurer | ||
Pursuant to the Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the specified registration statement on FormS-4 on behalf of WFM IP Investments, Inc.
5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, WFM Kansas, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on this 29th day of August 2017.
| WFM KANSAS, LLC | ||
| By: | WHOLE FOODS MARKET ROCKY MOUNTAIN/SOUTHWEST, L.P., its sole member | |
| By: | WHOLE FOODS MARKET ROCKY MOUNTAIN SOUTHWEST I, INC., its general partner | |
| By: | /s/ Albert E. Percival | |
| Albert E. Percival | ||
| President, Vice President, Secretary, and Treasurer | ||
Pursuant to the Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the specified registration statement on FormS-4 on behalf of WFM Kansas, LLC.
6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, WFM Nebraska, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on this 29th day of August 2017.
| WFM NEBRASKA, LLC | ||
| By: | WHOLE FOODS MARKET GROUP, INC., its sole member | |
| By: | /s/ Albert E. Percival | |
Albert E. Percival | ||
President, Vice President, Secretary, and Treasurer | ||
Pursuant to the Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the specified registration statement on FormS-4 on behalf of WFM Nebraska, LLC.
7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, WFM Northern Nevada, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on this 29th day of August 2017.
| WFM NORTHERN NEVADA, INC. | ||
| By: | /s/ Albert E. Percival | |
| Albert E. Percival | ||
| Vice President, Secretary, and Treasurer | ||
Pursuant to the Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the specified registration statement on FormS-4 on behalf of WFM Northern Nevada, Inc.
8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, WFM Southern Nevada, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on this 29th day of August 2017.
| WFM SOUTHERN NEVADA, INC. | ||
| By: | /s/ Albert E. Percival | |
| Albert E. Percival | ||
| Assistant Secretary | ||
Pursuant to the Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the specified registration statement on FormS-4 on behalf of WFM Southern Nevada, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,WFM-WO, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on this 29th day of August 2017.
| WFM-WO, INC. | ||
| By: | /s/ Albert E. Percival | |
Albert E. Percival | ||
President, Vice President, Secretary, and Treasurer | ||
Pursuant to the Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the specified registration statement on FormS-4 on behalf ofWFM-WO, Inc.
10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Whole Foods Market California, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on this 29th day of August 2017.
| WHOLE FOODS MARKET CALIFORNIA, INC. | ||
| By: | /s/ Albert E. Percival | |
Albert E. Percival | ||
Vice President, Secretary, and Treasurer | ||
Pursuant to the Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the specified registration statement on FormS-4 on behalf of Whole Foods Market California, Inc.
11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Whole Foods Market Group, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on this 29th day of August 2017.
| WHOLE FOODS MARKET GROUP, INC. | ||
| By: | /s/ Albert E. Percival | |
Albert E. Percival | ||
President, Vice President, Secretary, and Treasurer | ||
Pursuant to the Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the specified registration statement on FormS-4 on behalf of Whole Foods Market Group, Inc.
12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Whole Foods Market IP, L.P. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on this 29th day of August 2017.
| WHOLE FOODS MARKET IP, L.P. | ||
| By: | WFM IP MANAGEMENT, INC., its general partner | |
| By: | /s/ Albert E. Percival | |
| Albert E. Percival | ||
| President | ||
Pursuant to the Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the specified registration statement on FormS-4 on behalf of Whole Foods Market IP, L.P.
13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Whole Foods Market Pacific Northwest, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on this 29th day of August 2017.
| WHOLE FOODS MARKET PACIFIC NORTHWEST, INC. | ||
| By: | /s/ Albert E. Percival | |
| Albert E. Percival | ||
| President, Secretary, and Treasurer | ||
Pursuant to the Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the specified registration statement on FormS-4 on behalf of Whole Foods Market Pacific Northwest, Inc.
14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Whole Foods Market Rocky Mountain/Southwest, L.P. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on this 29th day of August 2017.
| WHOLE FOODS MARKET ROCKY MOUNTAIN/SOUTHWEST, L.P. | ||
| By: | WHOLE FOODS MARKET ROCKY MOUNTAIN/SOUTHWEST I, Inc., its general partner | |
| By: | /s/ Albert E. Percival | |
Albert E. Percival | ||
President, Vice President, Secretary, and Treasurer | ||
Pursuant to the Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the specified registration statement on FormS-4 on behalf of Whole Foods Market Rocky Mountain/Southwest, L.P.
15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Whole Foods Market Services, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on this 29th day of August 2017.
| WHOLE FOODS MARKET SERVICES, INC. | ||
| By: | /s/ Albert E. Percival | |
| Albert E. Percival | ||
| Secretary | ||
Pursuant to the Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the specified registration statement on FormS-4 on behalf of Whole Foods Market Services, Inc.
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