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. 6)
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. 6 (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 and June 6, 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 and June 18, 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:
(n) Extension of Subsequent Offering Period.
The Offer is subject to U.S. antitrust laws. Purchaser filed the required notifications under the
HSR Act with both the Antitrust Division and the FTC. On March 13, 2007, the FTC issued a request
for additional documentary material and information, which is commonly referred to as a second
request. On June 6, 2007, the FTC filed suit in federal district court challenging the Offer on
antitrust grounds and seeking a temporary restraining order and preliminary injunction to block the
Offer pending a trial on the merits. Purchaser and the Company consented to a temporary
restraining order pending the hearing on the preliminary injunction, which is scheduled to commence
on July 31 and conclude on August 1, 2007.
As a result of the temporary restraining order, the condition to the Offer requiring that there not
be any order issued that would restrain, enjoin or otherwise prohibit the making or consummation of
the Offer will not be fulfilled as of June 20, 2007, the date on which the Offer was scheduled to
expire. Accordingly, on June 18, 2007, Purchaser issued a press release announcing that Merger Sub
had extended the expiration date for the Offer until 5:00 p.m., New York City time, on Friday, July
20, 2007. A copy of the press release is filed as Exhibit (a)(10) 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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