-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, REjLAmpPXnfoH6h8fYQLegP2yy9TpPKri6u6p14VB2Wcp1VDiyTN9aiRzt3KRBLf XYWNOQvhtoG+Kj5oh+ul3A== 0001104659-09-072170.txt : 20091231 0001104659-09-072170.hdr.sgml : 20091231 20091231160539 ACCESSION NUMBER: 0001104659-09-072170 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091231 DATE AS OF CHANGE: 20091231 GROUP MEMBERS: YUCAIPA AMERICAN ALLIANCE (PARALLEL) FUND II, L.P. GROUP MEMBERS: YUCAIPA AMERICAN ALLIANCE FUND II, L.P. GROUP MEMBERS: YUCAIPA AMERICAN ALLIANCE FUND II, LLC GROUP MEMBERS: YUCAIPA AMERICAN FUNDS, LLC GROUP MEMBERS: YUCAIPA AMERICAN MANAGEMENT, LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BURKLE RONALD W CENTRAL INDEX KEY: 0001015899 FILING VALUES: FORM TYPE: SC 13D/A SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WHOLE FOODS MARKET INC CENTRAL INDEX KEY: 0000865436 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 741989366 STATE OF INCORPORATION: TX FISCAL YEAR END: 0927 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42732 FILM NUMBER: 091268679 BUSINESS ADDRESS: STREET 1: 550 BOWIE STREET CITY: AUSTIN STATE: TX ZIP: 78703 BUSINESS PHONE: 5124774455 MAIL ADDRESS: STREET 1: 550 BOWIE STREET CITY: AUSTIN STATE: TX ZIP: 78703 SC 13D/A 1 a09-37181_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D/A

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

WHOLE FOODS MARKET, INC.

(Name of Issuer)

 

Common Stock, no par value

(Title of Class of Securities)

 

966837106

(CUSIP Number)

 

Robert P. Bermingham
The Yucaipa Companies LLC
9130 W. Sunset Boulevard
Los Angeles, California 90069
(310) 789-7200

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

December 28, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No. 966837106

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

Ronald W. Burkle

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
OO, WC

 

 

5

Check box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0 shares

 

8

Shared Voting Power
1,646,752 shares†

 

9

Sole Dispositive Power
0 shares

 

10

Shared Dispositive Power
1,646,752 shares†

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,646,752 shares†

 

 

12

Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
1.2%†

 

 

 

 

14.

Type of Reporting Person*
IN

 

* See Instructions

 

†      Beneficial and percentage ownership figures are estimates, but the Reporting Persons beneficially own less than 5% of the outstanding Common Stock in the aggregate.  See Item 5 below.

 

2


 

CUSIP No. 966837106

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

Yucaipa American Management, LLC              30-0013506

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
OO, WC

 

 

5

Check box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0 shares

 

8

Shared Voting Power
1,219,553 shares†

 

9

Sole Dispositive Power
0 shares

 

10

Shared Dispositive Power
1,219,553 shares†

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,219,553 shares†

 

 

12

Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.9%†

 

 

14.

Type of Reporting Person*
OO

 

* See Instructions

 

†      Beneficial and percentage ownership figures are estimates, but the Reporting Persons beneficially own less than 5% of the outstanding Common Stock in the aggregate.  See Item 5 below.

 

3


 

CUSIP No. 966837106

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

Yucaipa American Funds, LLC          30-0013485

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
OO, WC

 

 

5

Check box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0 shares

 

8

Shared Voting Power
1,219,553 shares†

 

9

Sole Dispositive Power
0 shares

 

10

Shared Dispositive Power
1,219,553 shares†

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,219,553 shares†

 

 

12

Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.9%†

 

 

14.

Type of Reporting Person*
OO

 

* See Instructions

 

†      Beneficial and percentage ownership figures are estimates, but the Reporting Persons beneficially own less than 5% of the outstanding Common Stock in the aggregate.  See Item 5 below.

 

4


 

CUSIP No. 966837106

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

Yucaipa American Alliance Fund II, LLC         26-2119718

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
OO, WC

 

 

5

Check box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
1,219,553 shares†

 

8

Shared Voting Power
0 shares

 

9

Sole Dispositive Power
1,219,553 shares†

 

10

Shared Dispositive Power
0 shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,219,553 shares†

 

 

12

Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.9%†

 

 

14.

Type of Reporting Person*
OO

 

* See Instructions

 

†      Beneficial and percentage ownership figures are estimates, but the Reporting Persons beneficially own less than 5% of the outstanding Common Stock in the aggregate.  See Item 5 below.

 

5


 

CUSIP No. 966837106

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

Yucaipa American Alliance Fund II, L.P.         26-2119783

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
OO, WC

 

 

5

Check box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0 shares

 

8

Shared Voting Power
0 shares

 

9

Sole Dispositive Power
0 shares

 

10

Shared Dispositive Power
0 shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares

 

 

12

Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14.

Type of Reporting Person*
PN

 

* See Instructions

 

6


 

CUSIP No. 966837106

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

Yucaipa American Alliance (Parallel) Fund II, L.P.         26-2119907

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
OO, WC

 

 

5

Check box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
U.S. Citizen

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0 shares

 

8

Shared Voting Power
0 shares

 

9

Sole Dispositive Power
0 shares

 

10

Shared Dispositive Power
0 shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares

 

 

12

Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14.

Type of Reporting Person*
PN

 

* See Instructions

 

7


 

CUSIP No. 966837106

 

This Amendment No. 1 (this “Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on January 8, 2009 (together, with this Amendment this “Schedule 13D”), on behalf of (i) Ronald W. Burkle, an individual, (ii) Yucaipa American Management, LLC, a Delaware limited liability company (“Yucaipa American”), (iii) Yucaipa American Funds, LLC, a Delaware limited liability company (“Yucaipa American Funds”), (iv) Yucaipa American Alliance Fund II, LLC, a Delaware limited liability company (“YAAF II LLC”), (v) Yucaipa American Alliance Fund II, L.P., a Delaware limited partnership (“YAAF II”), and (vi) Yucaipa American Alliance (Parallel) Fund II, L.P., a Delaware limited partnership (“YAAF II Parallel” and, together with Mr. Burkle, Yucaipa American, Yucaipa American Funds, YAAF II LLC and YAAF II, the “Reporting Persons”), with respect to the common stock, no par value (the “Common Stock”), of Whole Foods Market, Inc., a Texas corporation (the “Company”).  The filing of any amendment to this Schedule 13D (including the filing of this Amendment) shall not be construed to be an admission by the Reporting Persons that a material change has occurred in the facts set forth in this Schedule 13D or that such amendment is required under Rule 13d-2 of the Securities Exchange Act of 1934, as amended.

 

 

Item 5.

Interest in Securities of the Issuer.

Item 5 of this Schedule 13D is hereby amended to add the following information:

All shares of Common Stock owned by YAAF II and YAAF II Parallel were distributed in kind to the partners of YAAF II and YAAF II Parallel, respectively (the “Distribution”), effective as of December 28, 2009 (the “Distribution Date”).  Because the final number of shares of Common Stock that is distributable to each partner of YAAF II or YAAF II Parallel is based upon certain variables, including upon events that have not yet occurred, it is impossible to know at this time the actual number of shares of Common Stock that are beneficially owned by certain of the Reporting Persons after giving effect to the Distribution.  Accordingly, any share or percentage ownership figures reflected on the cover pages to this Amendment, other than with respect to YAAF II and YAAF II Parallel, are estimates.  Nevertheless, as a result of the Distribution, the Reporting Person ceased, as of the Distribution Date, to be beneficial owners of more than 5% of the outstanding Common Stock.  Accordingly, this is the final amendment to this Schedule 13D and an exit filing for the Reporting Persons.

 

8


 

CUSIP No. 966837106

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Dated: December 31, 2009

 

 

 

RONALD W. BURKLE

 

 

 

 

 

 

By:

/s/ Ronald W. Burkle

 

 

 

 

 

 

 

 

 

 

 

YUCAIPA AMERICAN MANAGEMENT, LLC

 

 

 

 

 

 

By:

/s/ Ronald W. Burkle

 

 

Name: Ronald W. Burkle

 

 

Its: Managing Member

 

 

 

 

 

 

 

 

 

YUCAIPA AMERICAN FUNDS, LLC

 

 

 

 

 

 

By: Yucaipa American Management, LLC

 

Its: Managing Member

 

 

 

 

 

 

 

By:

/s/ Ronald W. Burkle

 

 

 

Name: Ronald W. Burkle

 

 

 

Its: Managing Member

 

 

 

 

 

 

 

 

 

 

 

YUCAIPA AMERICAN ALLIANCE FUND II, LLC

 

 

 

 

 

 

By: Yucaipa American Funds, LLC

 

Its: Managing Member

 

 

 

 

 

 

 

By: Yucaipa American Management, LLC

 

 

Its: Managing Member

 

 

 

 

 

 

 

 

By:

/s/ Ronald W. Burkle

 

 

 

 

Name: Ronald W. Burkle

 

 

 

 

Its: Managing Member

 

9


 

CUSIP No. 966837106

 

 

YUCAIPA AMERICAN ALLIANCE FUND II, L.P.

 

 

 

 

 

 

 

By: Yucaipa American Alliance Fund II, LLC

 

Its: General Partner

 

 

 

 

 

 

 

 

By: Yucaipa American Funds, LLC

 

 

Its: Managing Member

 

 

 

 

 

 

 

 

 

By: Yucaipa American Management, LLC

 

 

 

Its: Managing Member

 

 

 

 

 

 

 

 

 

 

By:

/s/ Ronald W. Burkle

 

 

 

 

 

Name: Ronald W. Burkle

 

 

 

 

 

Its: Managing Member

 

 

 

 

 

 

 

YUCAIPA AMERICAN ALLIANCE (PARALLEL) FUND II, L.P.

 

 

 

 

 

 

 

By: Yucaipa American Alliance Fund II, LLC

 

Its: General Partner

 

 

 

 

 

 

 

 

By: Yucaipa American Funds, LLC

 

 

Its: Managing Member

 

 

 

 

 

 

 

 

 

By: Yucaipa American Management, LLC

 

 

 

Its: Managing Member

 

 

 

 

 

 

 

 

 

 

By:

/s/ Ronald W. Burkle

 

 

 

 

 

Name: Ronald W. Burkle

 

 

 

 

 

Its: Managing Member

 

10


 

CUSIP No. 966837106

 

EXHIBIT INDEX

 

Exhibit No.

 

Description of Exhibit

 

 

 

99.1

 

Joint Filing Agreement, dated as of January 8, 2009 (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on January 8, 2009).

 

11

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