UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 29, 2002
COMMISSION FILE NUMBER: 0-19797
WHOLE FOODS MARKET, INC.
(Exact name of registrant as specified in its charter)
| Texas | 74-1989366 | |
| (State of incorporation) | (IRS employment identification no.) |
601 North Lamar Blvd., Suite 300
Austin, Texas 78703
(Address of principal executive offices)
Registrant’s telephone number, including area code:
512-477-4455
Securities registered pursuant to section 12(g) of the Act:
Common Stock, no par value
Preferred Stock Purchase Rights
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx No¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yesx No¨
The aggregate market value of the voting stock held by non-affiliates of the registrant as of November 29, 2002 was $3,055,328,069.
The number of shares of the registrant’s common stock, no par value, outstanding as of November 29, 2002 was 58,075,886.
PART II
Item 9A. Controls and Procedures
SIGNATURES
EXHIBIT INDEX
2
EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form 10-K for Whole Foods Market, Inc. (the “Company”) for the fiscal year ended September 29, 2002 as filed with the Securities and Exchange Commission on December 20, 2002 is being filed to restate Item 9A of Part II in its entirety (formerly Item 14 of Part III).
Except as expressly stated herein, this Form 10-K/A does not update any of the disclosures contained in the original filing to reflect any events that occurred at a later date. The filing of this Form 10-K/A shall not be deemed an admission that the original filing, when made, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.
PART II
Item 9A. Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its reports filed pursuant to the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management, with the participation of the Chief Executive Officer and Chief Financial Officer of the Company, has performed an evaluation of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this Report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer of the Company concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this Report.
Management, with the participation of the Chief Executive Officer and Chief Financial Officer of the Company, has evaluated any changes in the Company’s internal control over financial reporting that occurred during the most recent fiscal quarter. Based on that evaluation, management, the Chief Executive Officer and the Chief Financial Officer of the Company have concluded that there has been no change in the Company’s internal control over financial reporting during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
3
SIGNATURES
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: December 22, 2003 | By: | /s/ Glenda Flanagan | ||||||
Glenda Flanagan Executive Vice President and Chief Financial Officer | ||||||||
4
EXHIBIT INDEX
| 31.1 | Certification by Chief Executive Officer Pursuant to Section 302 of the Sarbanes—Oxley Act of 2002 |
| 31.2 | Certification by Chief Financial Officer Pursuant to Section 302 of the Sarbanes—Oxley Act of 2002 |
5
