UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement under Section 14(d)(4)
of the Securities Exchange Act of 1934
(Amendment No. 11)
WILD OATS MARKETS, INC.
(Name of Subject Company)
WILD OATS MARKETS, INC.
(Names of Persons Filing Statement)
Common Stock, par value $0.001 per share
(including associated Preferred Stock purchase rights)
(Title of Class of Securities)
96808B107
(CUSIP Number of Class of Securities)
Gregory Mays
Chief Executive Officer and Chairman of the Board of Directors
1821 30th Street
Boulder, Colorado 80301
(303) 440-5220
(Name, address, and telephone numbers of person authorized to receive
notices and communications on behalf of the persons filing statement)
With copies to:
Brian J. McCarthy, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue
Los Angeles, California 90071
(213) 687-5000
o Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
This Amendment No. 11 (this “Amendment”) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 filed on February 27, 2007, as amended on
March 15, 2007, March 22, 2007, April 25, 2007, May 23, 2007, June 6, 2007, June 19, 2007, July 23,
2007, August 13, 2007, August 16, 2007, and August 20, 2007 (the “Statement”), by Wild Oats
Markets, Inc., a Delaware corporation (the “Company”). The Statement relates to the cash tender
offer by WFMI Merger Co. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of
Whole Foods Market, Inc., a Texas corporation (the “Purchaser”), disclosed in a Tender Offer
Statement on Schedule TO, dated February 27, 2007, as amended March 14, 2007, March 21, 2007, March
28, 2007, April 25, 2007, May 22, 2007, June 5, 2007, June 18, 2007, July 20, 2007, August 10,
2007, August 16, 2007, August 17, 2007, and August 20, 2007 (the “Schedule TO”), filed with the
Securities and Exchange Commission, to purchase all of the outstanding common stock, par value
$0.001 per share, of the Company (the “Common Stock”), including the associated rights to purchase
Series A Junior Participating Preferred Stock, par value $0.001 per share, of the Company (the
“Rights”), issued pursuant to the Rights Agreement, dated as of May 22, 1998, as amended, between
the Company and Wells Fargo Bank, N.A., as successor in interest to Norwest Bank Minneapolis, N.A,
as rights agent (such Common Stock, together with the associated Rights, the “Shares”), at a price
of $18.50 per Share, net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated February 27, 2007 (the “Offer to
Purchase”), and the related Letter of Transmittal, which were filed with the Statement as Exhibits
(a)(1) and (a)(2) thereto. Except as otherwise set forth below, the information set forth in the
Statement remains unchanged and is incorporated by reference as relevant to the items in this
Amendment. Capitalized terms used but not otherwise defined herein have the meanings ascribed to
such terms in the Statement.
Item 8. Additional Information.
The subsection entitled Regulatory Approvals in Item 8 of the Statement is hereby amended by
replacing the last paragraph of such subsection with the following paragraph:
On August 16, 2007, the U.S. District Court for the District of Columbia denied the FTC’s request
for a preliminary injunction related to the Merger. Purchaser and the Company agreed with the FTC
that Purchaser and/or its affiliates would not purchase any Shares, including pursuant to the
tender offer, prior to noon, Eastern time, on Monday, August 20, 2007. After the District Court
denied the FTC’s motion to stay the transactions pending appeal of the District Court’s ruling, on
August 17, 2007, the FTC filed a similar motion with the U.S. Circuit Court of Appeals for the
District of Columbia Circuit. On August 20, 2007, pending further order, that court issued an order
enjoining the tender offer and Merger for the purpose of giving that court sufficient opportunity
to consider the merits of the FTC’s motion for a stay. As a result, Purchaser has extended the
expiration date for its tender offer to purchase Shares to 5:00 p.m., Eastern time, on Monday,
August 27, 2007.
Item 9. Exhibits.
Item 9 is hereby amended and supplemented by adding the following exhibit thereto:
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| Exhibit No. |
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Description |
(a)(15)
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Press Release of Purchaser, dated August 20, 2007
(incorporated by reference to Exhibit 99.1 of the Current
Report on Form 8-K filed by Purchaser with the SEC on August
20, 2007). |
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