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. 5)
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)
Freya R. Brier
Senior Vice President, General Counsel and Corporate Secretary
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. 5 (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 and May 23, 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 and June 5, 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.
Item 8 is hereby amended and supplemented by adding the following text to the end of Item 8:
(m) Notice from the FTC
On June 5, 2007, the Company issued a press release regarding the FTC’s decision to seek a
temporary restraining order and a preliminary injunction in Federal District Court to block the
Purchaser’s proposed acquisition of the Company. A copy of the press release is filed as Exhibit
(a)(9) hereto and is incorporated herein by reference.
Item 9. Exhibits.
Item 9 is hereby amended and supplemented by adding the following exhibit thereto:
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Description |
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(a)(9)
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Press release issued by the Company on June 5, 2007
(incorporated by reference to Exhibit 99.1 of the Current
Report on Form 8-K filed by the Company with the SEC on June
6, 2007). |
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