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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): June 8, 2005 (June 7, 2005)
WHOLE FOODS MARKET, INC.
(Exact name of registrant as specified in its charter)
TEXAS 0-19797 74-1989366
(State of (Commission File (IRS Employer
incorporation) Number) Identification Number)
550 Bowie Street
Austin, Texas 78703
(Address of principal executive offices)
Registrant's telephone number, including area code: (512) 477-4455
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
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ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(c) At a meeting held on June 7, 2005, our board of directors decided,
effective October 1, 2005, to separate our North Atlantic operating region into
the North Atlantic and Tri-State regions. Our board of directors elected
Christina Minardi, formerly Regional Vice President of the North Atlantic
region, as President of this new region. Ms. Minardi joined the Company in 1996.
Since 2001, she has served as regional vice president of the North Atlantic
region, overseeing the opening of the Columbus Circle, White Plains and Union
Square stores in New York. Prior to becoming Regional Vice President, Ms.
Minardi held various store team leader positions with the Company and with Fresh
Fields Markets, Inc., which was acquired by the Company in 1996.
(d) At a meeting held on June 7, 2005, our board of directors expanded the size
of the board of directors from seven to eight persons and elected Hass Hassan to
fill the vacancy created thereby.
During fiscal 2004, we acquired all of the outstanding stock of Fresh &
Wild, which owned and operated seven natural and organic food stores in London
and Bristol, England for a total of approximately $20 million in cash and
approximately $16 million in Whole Foods Market common stock. Mr. Hassan was the
founder and executive chairman of Fresh & Wild. He beneficially owned
approximately 14% of the capital stock of Fresh & Wild at the time of its
acquisition by Whole Foods Market, and he and his affiliates received proceeds
totaling approximately $432,718 and 46,000 shares of Whole Foods Market common
stock as consideration for their ownership interest.
ITEM 7.01. REGULATION FD DISCLOSURE.
On June 8, 2005, we issued a press release regarding the developments
described in Item 5.02 above and regarding the declaration of a quarterly cash
dividend which is payable July 25, 2005 to shareholders of record at the close
of business on July 15, 2005. A copy of the press release is furnished herewith
as Exhibit 99.1.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit 99.1-- Press release, dated June 8, 2005.
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: June 8, 2005 By: /s/ Glenda Flanagan.
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Glenda Flanagan
Executive Vice President and
Chief Financial Officer
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