United States
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No.__)
Wild Oats Markets, Inc.
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(Name of Issuer)
Common Stock, $0.001 par value
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(Title of Class of Securities)
96808B107
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(CUSIP Number)
December 31, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled
out for a reporting person's initial filing in this
form with respect to the subject class of securities,
and for any subsequent amendment containing information
which would alter the disclosures provided in a prior
cover page.
The information required in 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.
<PAGE>
Schedule 13G
CUSIP No. 96808B107
1. NAME OF REPORTING PERSON.
Arbor Capital Management, LLC
S.S. or IRS IDENTIFICATION NO. OF ABOVE PERSON.
41-1861772
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) [ ]
(b) [X] Joint filing pursuant to Rule 13d-1(k)(1)
3. SEC USE ONLY.
4. CITIZENSHIP OR PLACE OF ORGANIZATION.
Minnesota Limited Liability Company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER.
977,291
6. SHARED VOTING POWER.
0
7. SOLE DISPOSITIVE POWER.
1,146,641
8. SHARED DISPOSITIVE POWER.
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
1,146,641
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES.
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9).
5.20%
12. TYPE OF REPORTING PERSON.
IA
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Schedule 13G
CUSIP No. 96808B107
1. NAME OF REPORTING PERSON.
Rick D. Leggott
S.S. or IRS IDENTIFICATION NO. OF ABOVE PERSON.
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) [ ]
(b) [X] Joint filing pursuant to Rule 13d-1(k)(1)
3. SEC USE ONLY.
4. CITIZENSHIP OR PLACE OF ORGANIZATION.
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER.
977,291
6. SHARED VOTING POWER.
0
7. SOLE DISPOSITIVE POWER.
1,146,641
8. SHARED DISPOSITIVE POWER.
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
1,146,641
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES.
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9).
5.20%
12. TYPE OF REPORTING PERSON.
IN
<PAGE>
Schedule 13G
CUSIP No. 96808B107
ITEM 1(a). NAME OF ISSUER.
Wild Oats Markets, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
3375 Mitchell Lane
Boulder, Colorado 80301
ITEM 2(a). NAME OF PERSON FILING.
1) Arbor Capital Management, LLC
2) Rick D. Leggott
Attached as Exhibit 1 is a copy of an
agreement between the persons filing (as
specified above) that this Schedule 13G is
being filed on behalf of each of them.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OF
EACH OF THE PERSONS SPECIFIED IN 2(A) ABOVE:
One Financial Plaza
120 South Sixth Street
Suite 1000
Minneapolis, Minnesota 55402
ITEM 2(c). CITIZENSHIP.
Arbor Capital Management, LLC--Minnesota Limited Liability
Company
Rick D. Leggott--U.S.A.
ITEM 2(d). TITLE OR CLASS OF SECURITIES.
Common Stock, $0.001 par value
ITEM 2(e). CUSIP NUMBER.
96808B107
ITEM 3. If this statement is filed pursuant to
Sections 13d-1(b) or 13d-2(b) or (c),
check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Act (15 U.S.C. 78o);
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c);
(c) [ ] Insurance company as defined in Section 3(a)(19)
of the Act (15 U.S.C. 78c);
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) [X]* An investment adviser in accordance with Section
13d-1(b)(1)(ii)(E);
<PAGE>
(f) [ ] An employee benefit plan or endowment fund in
accordance with Section 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with Section 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition
of an investment company;
(j) [ ] Group, in accordance with Section 13d-1(b)(1)(ii)(J).
* Arbor Capital Management, LLC is an
investment adviser registered under
Section 203 of the Investment Advisers
Act of 1940. Rick D. Leggott is the CEO
and majority shareholder of Arbor
Capital Management, LLC. (Mr. Leggott
is joining in this filing on Schedule
13G pursuant to Rule 13d-1(k)(1).)
ITEM 4. OWNERSHIP.
Reference is made to Items 5-11 on the cover
sheet of this Schedule 13G.
Arbor Capital Management, LLC has been
granted discretionary dispositive power over
its clients' securities and in some instances
has voting power over such securities. Any
and all discretionary authority which has
been delegated to Arbor Capital Management,
LLC may be revoked in whole or in part at any
time.
Mr. Leggott is joining in this Schedule 13G
and reporting beneficial ownership of the
same securities beneficially owned by Arbor
Capital Management, LLC, as a result of his
position with and stock ownership in Arbor
Capital Management, LLC. See Item 8.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
N/A.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Neither Arbor Capital Management, LLC nor Mr.
Leggott serves as custodian of the assets of
any of Arbor Capital Management's clients;
accordingly, in each instance, only the
client or client's custodian or trustee bank
has the right to receive dividends paid with
respect to, and proceeds from the sale of,
such securities.
The ultimate power to direct the receipt of
dividends paid with respect to, and the
proceeds from the sale of, such securities is
vested in the clients for which Arbor Capital
Management, LLC serves as investment adviser.
Any and all discretionary authority which has
been delegated to Arbor Capital Management,
LLC may be revoked in whole or in part at any
time.
Not more than 5% of the class of such
securities is owned by any one of such
clients subject to the investment advice of
Arbor Capital Management, LLC or its
affiliates.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY.
N/A
<PAGE>
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Arbor Capital Management, LLC, a Minnesota
limited liability company, is an investment
adviser registered under Section 203 of the
Investment Advisers Act of 1940. Mr. Leggott
is CEO of Arbor Capital Management, LLC and
beneficially owns a controlling percentage of
its outstanding voting securities. Mr.
Leggott is joining in this Schedule 13G
because, as a result of his position with and
ownership of securities of Arbor Capital
Management, LLC, Mr. Leggott could be deemed
to have voting and/or investment power with
respect to the shares beneficially owned by
Arbor Capital Management, LLC. Neither the
filing of this joint Schedule 13G nor any
information contained herein shall be
construed as an admission by Mr. Leggott of
his control or power to influence the control
of Arbor Capital Management, LLC.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
N/A
ITEM 10. CERTIFICATION.
By signing below the undersigned (i) certify
that, to the best of their knowledge and
belief, the securities reported herein were
acquired in the ordinary course of business
and were not acquired for the purpose of and
do not have the effect of changing or
influencing the control of the issuer of such
securities and were not acquired in
connection with or as a participant in any
transaction having such purposes or effect
and (ii) hereby declare and affirm that the
filing of this Schedule 13G shall not be
construed as an admission that either of the
reporting persons is the beneficial owner of
the securities reported herein, which
beneficial ownership is hereby expressly
denied (except for such shares, if any,
reported herein as beneficially owned by
Arbor Capital Management, LLC, for its own
account or by Mr. Leggott for his individual
account and not as a result of his position
with and ownership of securities of Arbor
Capital Management, LLC).
SIGNATURE.
After reasonable inquiry and to the best of our
knowledge and belief, the undersigned certify that
the information set forth in this statement is
true, complete and correct.
Dated as of the 9th day of February, 2000.
/s/ Rick D. Leggott
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Rick D. Leggott
Chief Executive Officer
/s/ David D. Deming
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David D. Deming
Chief Operations Officer
<PAGE>
Exhibit 1
Joint Filing Agreement
In accordance with Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended, each
of the undersigned hereby agrees to the joint
filing with the other reporting person of a
statement on Schedule 13G (including amendments
thereto) with respect to the Common Stock of Wild
Oats Markets, Inc. and that this Agreement be
included as an Exhibit to such joint filing.
This Agreement may be executed in any number of
counterparts all of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute
this Agreement this 9th day of February, 2000.
/s/ Rick D. Leggott
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Rick D. Leggott
Chief Executive Officer
/s/ David D. Deming
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David D. Deming
Chief Operations Officer
