SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 11, 1997
WHOLE FOODS MARKET, INC.
(Exact name of registrant as specified in its charter)
Texas 0-19797 74-1989366
(State of (Commission File (IRS employment
incorporation) Number) identification no.)
601 North Lamar, #300
Austin, Texas 78703
(Address of principal executive offices)
Registrant's telephone number, including area code 512-477-5566
Page 1 of 3 pages
Exhibit index on page 2
Item 2. Acquisition or Disposition of Assets.
On September 11, 1997, the registrant, Whole Foods Market, Inc. (the
"Company" or "Whole Foods Market"), completed a merger pursuant to which Amrion,
Inc. ("Amrion") became a wholly owned subsidiary of the Company. In the merger,
holders of Amrion's common stock received a total of 4,584,477 shares of the
Company's common stock (excluding 330,339 shares reserved for issuance upon the
exercise of outstanding options assumed in the merger). The merger consideration
was determined as a result of arms length negotiation between the Company and
Amrion, as more fully described in the Company's proxy statement dated August 8,
1997. Because the merger is a stock for stock transaction and the parties intend
to account for the transaction as a pooling-of-interests, the merger is not
expected to materially impact Whole Foods Market's financial condition or
liquidity. Whole Foods Market believes that the transaction will be non-dilutive
to its results of operations for fiscal 1997 and accretive in fiscal 1998.
Amrion is engaged in developing, producing and marketing nutriceuticals
and nutritional supplements. Amrion's products include nutriceuticals, herbs,
herbal formulas, vitamins, minerals and homeopathic medicinals. Amrion currently
markets and sells approximately 670 items under Amrion-owned trademarks through
four principal divisions, utilizing five distribution channels which include
direct marketing, specialty retail and mass merchandising, health care
professionals and international sales. Amrion operates in one segment with four
separate marketing divisions. Each division employs a combination of marketing
strategies which may include catalog and direct mailings, print advertising,
free standing inserts, package insert programs, retail merchandising, radio,
television, coupons, point of sale materials and customer service calls.
None of the former Amrion stockholders were affiliated with the Company
as of the time of the merger, although one former shareholder of Amrion has the
right to designate a director to the Board of Directors.
Financial statements reflecting the historical financial position of
Amrion as well as pro forma condensed combined financial information of Whole
Foods Market and Amrion were previously filed with this Form 8-K.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired
Whole Foods Market has previously filed as a part of this report:
(i) Consolidated financial statements of Amrion at December 31,
1995 and 1996, and for each of the three years in the period
ended December 31, 1996, accompanied by the report of BDO
Seidman, LLP thereon; and
(ii) Unaudited consolidated financial statements of Amrion at March
31, 1997, and for the three months ended March 31, 1997.
(b) Pro forma financial information.
Whole Foods Market has previously filed as a part of this report the
following pro forma condensed combined financial information:
(i) The pro forma combined condensed balance sheet which combines
the Company's April 13, 1997 unaudited condensed consolidated
balance sheet with Amrion's March 31, 1997 unaudited condensed
balance sheet; and
(ii) The pro forma combined condensed statements of operations
which combine the Company's historical condensed consolidated
statements of operations for the fiscal years ended September
29, 1996, September 24, 1995 and September 25, 1994 and the
unaudited 28-week periods ended April 13, 1997 and April 7,
1996 with the corresponding Amrion historical condensed
statements of operations for the three fiscal years ended
December 31, 1996, 1995 and 1994 and the unaudited estimated
28-week period ended April 13, 1997 and the unaudited
six-month period ended June 30, 1996, respectively.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of June 9, 1997, by and among
Whole Foods Market, Inc., Nutrient Acquisition Corp. and Amrion, Inc.
(filed as Exhibit 2.1 to Form S-4, Reg. No. 333-31269, and incorporated
herein by reference)
23.1 Consent of BDO Seidman, LLP (previously filed).
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: September 23, 1997 By: /s/ Glenda Flanagan
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Glenda Flanagan,
Chief Financial Officer