UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
REAL GOODS TRADING CORPORATION
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
756012-10-0
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(CUSIP Number)
Bruce H. Hallett, 717 N. Harwood, Suite 1400, Dallas, Texas 75201; (214)
922-4120
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 30, 2000
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement. [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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).
<PAGE>
SCHEDULE 13D
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1 Name of Reporting Person SS. or I.R.S. Identification No. of
Above Person
Whole Foods Market, Inc.
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2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds
Operating cash flow
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5 Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization
Texas
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7 Sole Voting Power
Number of 800,000
shares
beneficially --------- -------------------------------------------------
owned by 8 Shared Voting Power
each
reporting --------- -------------------------------------------------
person with 9 Sole Dispositive Power
800,000
--------- -------------------------------------------------
10 Shared Dispositive Power
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
800,000
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
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13 Percent of Class Represented by Amount in Row (11)
16.4%
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14 Type of Reporting Person
CO
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<PAGE>
Item 1. Security and Issuer.
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This statement relates to the Common Stock, no par value, of Real Goods
Trading Corporation, a California corporation, (the "Company") and amends the
original filing by Whole Foods Market, Inc. ("WFM") on Schedule 13D relating to
the purchase of 800,000 shares (the "Shares") of Common Stock of the Company on
September 23, 1999.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to the Issuer.
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Subsequent to September 23, 1999, WFM transferred all of the Shares to
Whole Investments, Inc. ("WHI"), an indirect subsidiary of WFM. During June
2000, WHI's parent company contributed various assets and issued a promissory
note in the original principal amount of $3.0 million (the "Note"), payable in
installments during 2000, to a newly formed subsidiary, WP Internet Company. On
June 30, WP Internet Company merged with and into a subsidiary of Gaiam.com,
Inc. ("Gaiam.com"), a company which is not otherwise affiliated with WFM and its
subsidiaries. Pursuant to the terms of the Note, the holder of the Note (now
Gaiam.com) may elect to receive all (and not less than all of) the Shares in
full payment of the final $2.0 million principal amount of the Note. To the
extent that Gaiam.com elects to exercise such right, it will become the record
owner of the Shares, and WFM and its subsidiaries will no longer have any
remaining beneficial ownership of the Shares.
Effective June 30, 2000, WFM's designee to the Company's board of
directors (Rich Cundiff) resigned as a director of the Company.
<PAGE>
Signature
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.
Whole Foods Market, Inc.
By: /s/ Glenda Flanagan
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Glenda Flanagan
Chief Financial Officer
Date: June 30,2000
