SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 15, 2004
WHOLE FOODS MARKET, INC.
(Exact name of registrant as specified in its charter)
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| Texas | | 0-19797 | | 74-1989366 |
| (State of incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
601 N. Lamar Blvd., Suite 300
Austin, Texas 78703
(Address of principal executive offices)
Registrant’s telephone number, including area code: (512) 477-5566
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the reporting obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act |
| ¨ | Soliciting material pursuant to Rule 14a-12 of the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) Exchange Act |
Item 3.03 Material Modification to Rights of Securities Holders
On December 15, 2004, we executed an amendment to our Rights Agreement, accelerating the final expiration date of the outstanding rights to purchase shares of Series A Junior Participating Preferred Stock (the “Rights”) from September 22, 2009 to December 15, 2004. The effect of this amendment is that our outstanding Rights will expire on December 15, 2004, and the shareholders’ rights plan pursuant to which Rights have been issued will be of no further force or effect.
Item 9.01 Financial Statements and Exhibits
| | 99.1 | Amendment No. 1 to Rights Agreement |
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.
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| | | WHOLE FOODS MARKET, INC. |
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Date: December 15, 2004 | | By: | | /s/ Glenda Flanagan.
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| | | | | Glenda Flanagan |
| | | | | Executive Vice President and |
| | | | | Chief Financial Officer |
