NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AUGUST 16, 1997
The Annual Meeting of Stockholders of Real Goods Trading
Corporation (the "Company") will be held on Saturday, August 16,
1997 at 10:00 a.m. at 13771 S. Hwy. 101, Hopland, California,
95449, for the following purposes:
1. To elect six directors to the Board of Directors of the
Company;
2. To transact such other business as may be properly brought
before the Annual Meeting and any adjournments or
postponement thereof.
A complete list of the stockholders entitled to vote at the
meeting, including the address and number of shares registered in
the name of each such stockholder, will be open for examination
by any such stockholder, for any purpose germane to the meeting,
at the Company's corporate office (555 Leslie Street, Ukiah,
California) during ordinary business hours for ten days before
the date of the meeting. The list will also be available for
inspection at the meeting. The close of business on June 17,
1997, has been fixed as the record date for the determination of
stockholders entitled to notice of and to vote at the meeting.
The stock transfer books will not be closed.
[S]DONNA MONTAG, SECRETARY
Donna Montag, Secretary
June 17, 1997
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING.
PLEASE SIGN, DATE AND MAIL THE ENCLOSED PROXY IN THE ENVELOPE
PROVIDED, WHICH REQUIRES NO POSTAGE. YOU MAY NEVERTHELESS VOTE
IN PERSON IF YOU ATTEND THE MEETING.
REAL GOODS TRADING CORPORATION PROXY STATEMENT
FOR THE 1997 ANNUAL MEETING OF STOCKHOLDERS
INTRODUCTION
This Proxy Statement is furnished to the stockholders of Real
Goods Trading Corporation, a California corporation (the
"Company") by the Board of Directors (the "Board") of the Company
in connection with the solicitation of proxies for use at the
Annual Meeting of Stockholders (the "Meeting") to be held on
Saturday, August 16, 1997, at 10:00 a.m., local time, and at any
adjournment or postponement thereof, for the purposes set forth
herein and in the accompanying Notice of Annual Meeting of
Stockholders. The Meeting will be held at 13771 S. Hwy. 101,
Hopland, California 95449. The Company's principal executive
offices are located at 555 Leslie Street, Ukiah, California
95482. Its telephone number is (707) 468-9292. These proxy
solicitation materials were first mailed on or about June 25,
1997 to all stockholders entitled to vote at the Meeting.
ANNUAL REPORT
The Annual Report of the Company for the year ended March 31,
1997, is furnished concurrently to all stockholders entitled to
vote at the Meeting. The Annual Report is not to be regarded as
proxy soliciting material or as a communication by means of which
any solicitation is to be made. Record Date, Shares Outstanding
and Voting Rights Stockholders of record at the close of business
on June 17, 1997, are entitled to notice of and to vote at the
Meeting. On such date 3,403,804 shares of the Company's Common
Stock (without par value) were issued and outstanding. Each
outstanding share of capital stock entitles its holder to one
vote with respect to the matters properly brought before the
meeting. However, in the election of directors, if prior to the
voting any stockholder gives notice at the Meeting of his or her
intention to cumulate his or her votes, every stockholder shall
be entitled to the number of votes equal to the number of shares
owned by him or her multiplied by the number of directors to be
elected. In the event that cumulative voting occurs, each
stockholder may cast all such votes for a single nominee or
distribute them among two or more nominees. No stockholder may
cumulate votes for any candidate whose name has not been placed
into nomination prior to the voting.
SOLICITATION
The solicitation of proxies is made by the Company and all
related costs will be borne by the Company. In addition, the
Company may reimburse brokerage firms and other persons
representing beneficial owners of shares of the Company's stock
for their expenses in forwarding solicitation material to such
beneficial owners. Proxies may also be solicited by certain of
the Company's directors, officers and regular employees, without
additional compensation, personally or by telephone or telegram.
VOTING OF PROXIES
The shares represented by the proxies solicited hereby will be
voted FOR the election of the Company's nominees for the Board
and at the discretion of the proxy holders on any other matters
that may properly come before the Meeting, if no contrary
instruction is indicated on a proxy.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by
the person giving it at any time before its use (i) by delivery
to the Secretary of the Company of a written notice of revocation
or a duly executed proxy bearing a later date, or (ii) by
attending the Meeting and voting in person.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding
beneficial ownership of the Company's Common Stock as of May 20,
1997, by (i) each person (including any "group" as that term is
used in Section 13(d)(3) of the Securities Exchange Act of 1934
(the "Exchange Act")) who is known by the Company to own
beneficially 5% or more of the Common Stock, (ii) each director
of the Company, and (iii) all directors and executive officers as
a group. Unless otherwise indicated, all persons listed below
have sole voting power and investment power with respect to such
shares.
<TABLE>
<CAPTION>
Name and Address of Share Amount and Nature of Percentage
Beneficial Owner Beneficial Ownership* of Class**
<S> <C> <C>
John Schaeffer
555 Leslie Street 2,138,528 1 62.8%
Ukiah, CA 95482
Stephen Morris
555 Leslie Street 32,300 2 **
Ukiah, CA 95482
James T. Robello
555 Leslie Street 2,000 3 **
Ukiah, CA 95482
Linda Francis
555 Leslie Street 2,000 3 **
Ukiah, CA 95482
John Lenser
555 Leslie Street 2,000 3 **
Ukiah, CA 95482
Barry Reder
222 Kearny Street, 7th Floor None N/A
San Francisco, CA 94108
All directors and officers
as a group(7 persons) 2,182,828 4 64.2%
</TABLE>
* The amounts and percentages indicated as beneficially owned
were calculated pursuant to Rule 13d-3(d)(1) under the
Exchange Act which provides that beneficial ownership of a
security is acquired by a person if that person has the
right to acquire beneficial ownership of such security
within 60 days through the exercise of a right such as the
exercise of an option or the conversion of a convertible
security into common stock. Any securities not outstanding
which are subject to options or conversion privileges are
deemed outstanding for the purpose of computing the
percentage of outstanding securities of the class owned by
the person who owns the option or conversion privilege but
are not deemed outstanding for the purpose of computing the
percentage of the class owned by any other person.
** Less than one percent of such class of stock.
1 The amount reported excludes 3,000 shares transferred in
December 1994 by Mr. Schaeffer to an irrevocable trust
established for the benefit of Mr. Schaeffer's children.
Mr. Schaeffer does not have voting or investment powers over
these 3,000 shares and Mr. Schaeffer disclaims beneficial
ownership of all of the shares held in this irrevocable
trust.
2 Includes 31,300 shares subject to issuance within 60 days
after May 20, 1997, upon the exercise of stock options
granted pursuant to Company's Fiscal 1993 Stock Incentive
Plan, as amended (the "1993 Plan") and 1000 shares subject
to issuance within 60 days after May 20, 1997, upon the
exercise of stock options granted subject to the 1995
Non-Employee Directors' Stock Option Plan.
3 Includes 6,000 shares subject to issuance within 60 days
after May 20, 1997 upon the exercise of stock options
granted pursuant to the Company's Non-Employee Directors'
Stock Option Plan.
4 Includes 6,000 shares subject to issuance with 60 days after
May 20, 1997 to an officer of the Company upon the exercise
of stock options granted pursuant to the 1993 Plan.
BOARD OF DIRECTORS MEETINGS
During the fiscal year ended March 31, 1997, the Board met
on four (4) occasions and took action by written consent on nine
(9) occasions. Each person who was then a Board member attended
the four meetings held.
BOARD COMMITTEES
THE COMPENSATION COMMITTEE. The Compensation Committee, which met
twice in fiscal 1997, currently has three members, John Lenser,
Linda Francis and Barry Reder. The Compensation Committee
establishes the compensation and evaluates the performance of the
officers of the Company and provides advice and counsel to the
Board of Directors with respect to compensation policies and
practices.
THE AUDIT COMMITTEE. The Audit Committee, which met once in
fiscal 1997, currently has two member, James Robello and Barry
Reder. The Audit Committee meets at least annually with the
auditors of the Corporation and consults with them and with the
Chief Financial Officer of the Corporation as is necessary. The
Audit Committee has the responsibility of recommending the annual
appointment of the public accounting firm to serve as the
Company's independent auditors and reviewing any matters with the
auditors that might affect the financial statements, internal
controls, or other financial aspects of the operation of the
Company. The Audit Committee also reviews the Company's
accounting procedures and systems of control and the Company's
quarterly and annual financial statements. None of the members of
the Compensation Committee or the Audit Committee is an employee
of the Company.
REPORTS REQUIRED BY SECTION 16(A).
Section 16(a) of the Exchange Act requires the Company's
directors and executive officers, and persons who own more than
ten percent (10%) of the Company's Common Stock, to file with the
Securities and Exchange Commission, and any exchange on which the
Company's stock is traded, reports of ownership and changes in
ownership of the Company's Common Stock.
Based solely on its review of the copies of Forms 3, 4 and 5
received by the Company, or written representations from certain
reporting persons that no Form 5 reports were required for such
persons, the Company believes that, during the fiscal year ended
March 31, 1997, all Section 16(a) filing requirements applicable
to its officers, directors and 10% shareholders were complied
with, except that John Schaeffer was late in filing a Form 4
report of his sales of shares of the Company's Common Stock in
May 1996 and December 1996.
GENERAL INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS
Information about (i) each director nominee, and (ii) the
only executive officer of the Company who is not a director, is
set forth below:
<TABLE>
<CAPTION>
Name Age Office Director Term
Since Expires
<S> <C> <C> <C> <C>
John Schaeffer 47 President, 1990 1997
Chief Executive
Officer and
Chairman
of the Board
Stephen Morris 49 Director 1993 1997
James T. Robello 51 Director October 1997
1995
Linda Francis 48 Director May 1996 1997
John Lenser 52 Director May 1996 1997
Barry Reder 52 Director May 1996 1997
Donna Montag 49 Chief Financial N/A N/A
Officer and
Secretary
</TABLE>
PROFESSIONAL EXPERIENCE OF EXECUTIVE OFFICERS AND DIRECTORS:
JOHN SCHAEFFER. Mr. Schaeffer founded the Company's
predecessor in 1986 and since 1990 has been the Company's
President, Chief Executive Officer and Chairman of the Board.
Mr. Schaeffer has been involved in retail businesses since 1978.
In 1994 Mr. Schaeffer was named California Small Businessperson
of the Year. Mr. Schaeffer received a B.A. degree in
anthropology from the University of California at Berkeley in
1971.
STEPHEN MORRIS. Mr. Morris joined the Company's Board of
Directors in October 1993. On July 1, 1994, Mr. Morris became
Executive Vice President and Chief Operating Officer of the
Company. He resigned from such position in June, 1995. Prior to
July 1, 1994 and subsequent to June, 1995, Mr. Morris has been
the principal of Stephen Morris Associates, a provider of sales
and marketing consulting services. From 1978 to 1990, Mr. Morris
was a Sales Manager, Director of Sales and Distribution, and Vice
President, Sales and Marketing for Vermont Castings, Inc. of
Randolph, Vermont, a manufacturer of wood stoves. He is
currently the publisher at Chelsea Green Publishing Co. in
Vermont. Mr. Morris received an A.B. degree in Psychology from
Yale University in 1970.
JAMES ROBELLO. Mr. Robello joined the Company's Board of
Directors in October 1995. Mr. Robello was hired by Real Goods
as its Controller in 1991, and in August 1992 was appointed its
Chief Financial Officer. He resigned from that position in
October 1995, to become General Administrator of Santa Rosa
Anesthesia Medical Group, Inc., currently operating under the
name Anesthesia & Analgesia Medical Group, Inc. At that time he
was elected to the Board of Directors at Real Goods. Mr. Robello
served as Secretary of the Company from August 1992 to May 21,
1996. From 1983 to 1991, Mr. Robello was employed at Cray
Research, Inc., a manufacturer and distributor of supercomputers,
as a Business Controls Manager, Western Region; a Business
Manager I; and a Business Manager II, Western/Asia Pacific
Region. Mr. Robello received a B.A. in finance and business
environment from the University of Oregon in 1967.
LINDA FRANCIS. Ms. Francis joined the Company's Board of
Directors in May 1996. Ms. Francis has been a self-employed
management consultant since 1989. Ms Francis founded and ran a
non-profit corporation serving developmentally disabled persons.
Since 1995, Ms. Francis has worked with Real Goods to fine tune
its organization and corporate structure, utilizing her
experience in "open book management" and employee motivational
programs. Ms. Francis received a B.A. degree in Sociology from
Sonoma State University in 1972, an M.A. degree in Education from
Sonoma State University in 1982 and a Special Education teaching
credential from Sonoma State University in 1973.
JOHN LENSER. Mr. Lenser joined the Company's Board of
Directors in May 1996. Mr. Lenser was Chairman of the Board of
The Music Box Company from 1978 to 1991, and was President of
Hearthsong and David Kay Catalog from 1992 to 1995. Mr. Lenser
has been an independent consultant from 1994 to the present. Mr.
Lenser received a B.A. degree in 1966 and a Masters Degree in
1969 from the University of California at Berkeley.
BARRY REDER. Mr. Reder joined the Company's Board of Directors
in May 1996. Since October 1993, Mr. Reder has been a partner at
the San Francisco firm of Coblentz, Cahen, McCabe & Breyer, a
California law firm. From 1976 to October 1993, Mr. Reder was a
partner at Dinkelspiel, Donovan & Reder, a San Francisco, a
California law firm that dissolved in October 1993. Mr. Reder
has served as counsel to the Company since 1990. He is a general
corporate and securities counsel for a broad range of businesses
throughout the United States. His expertise is in mergers and
acquisitions, venture capital, contracts and real estate. Mr.
Reder received a B.A. degree from Wesleyan University in 1966 and
a J.D. degree from Cornell Law School in 1969.
DONNA MONTAG. Ms. Montag joined the Company as its Assistant
Controller in 1993. She was appointed as Controller of the
Company on November 8, 1995, Secretary of the Company on May 21,
1996 and Chief Financial Officer on August 6, 1996. Ms. Montag
was the Controller at Scharffenberger Cellars from 1989 until
1993. Ms. Montag received a B.A. degree from Marymount College
in 1969 and C.M.A. certification in 1996.
There is no family relationship among directors, executive
officers or persons nominated or chosen by the Company to
become directors or executive officers.
REMUNERATION OF DIRECTORS
Under the Company's Amended and Restated Non-Employee
Directors' Plan (the "Amended Directors' Plan") Directors
receive an option to purchase 10,000 shares of the Company's
Common Stock upon election, and an option to purchase 2,000
shares of stock on the sixth and each succeeding anniversary of
service thereafter. Mr. Reder has disclaimed participation in
the Amended Directors' Plan. The non-employee directors of the
Company each receive an annual cash retainer fee of $6,000 per
year. Also as of May 21, 1996, each non-employee director who
chairs the Compensation Committee and Audit Committee of the
Board receives an additional $3,000 per year for chairing each
such committee. Mr. Reder is the chairman of the Audit Committee
and the Compensation Committee.
The directors are not reimbursed for their out-of-pocket
expenses in connection with their service on the Company's Board.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the cash, bonus and other annual
compensation received by Mr. Schaeffer, the Company's President
and Chief Executive Officer, for the three fiscal years ending on
March 31, 1995, 1996 and 1997, respectively. Mr. Schaeffer
received no bonuses, reportable perquisites, securities or
property, long term compensation awards in the form of restricted
stock awards, option or SAR awards, or payouts pursuant to any
long term incentive plan during fiscal 1997 or the two preceding
fiscal years. Mr. Schaeffer holds no options to purchase any of
the Company's securities, including Common Stock. No officer
received in excess of $100,000 of total annual salary and bonus
compensation during such period.
<TABLE>
<CAPTION>
Summary Compensation Table
Name and Annual
Principal Compensation All Other
Position Fiscal Year Salary 1, 2 Compensation 3
<S> <C> <C> <C>
John Schaeffer,
President, 1997 $70,981 $8,112
Chairman of 1996 79,083 5,704
the Board, 1995 84,492 2,855
Chief Executive
Officer
</TABLE>
1 Includes amounts deferred at the election of Mr. Schaeffer
pursuant to the Company's 401(k) Plan established pursuant
to Section 401(k) of the Internal Revenue Code of 1986, as
amended.
2 Includes certain amounts accrued during the year indicated
and paid the following year.
3 Consists entirely of the cash value benefit to Mr.
Schaeffer of split-dollar life insurance premiums paid by
the Company on a $2,500,000 life insurance policy owned
by the Schaeffer 1994 Irrevocable Trust. The figure was
established using the demand loan valuation method and
assuming a long-term interest rate of 7.5%. Such
split-dollar life insurance policy and the arrangement
between Mr. Schaeffer, the Schaeffer 1994 Irrevocable
Trust and the Company regarding such policy is discussed
under "Employment Contracts, Employment Termination and
Change-in-Control Arrangements" below. Prior to fiscal
1995, Mr. Schaeffer did not receive such a benefit.
On March 3, 1997, the Board of Directors of the Company
determined that a modest adjustment to the exercise prices of all
outstanding stock options could have a beneficial impact on the
Company both for employee morale and for other reasons. At that
time, there were outstanding options to purchase an aggregate of
233,700 shares with exercise prices ranging from $5.10 to $5.69.
On that date, the fair market value of the Company's Common Stock
was $5.00 per share. The Board of Directors determined to offer
all employees who had received stock options form 1993 to 1996 an
opportunity to surrender their unexercised options with exercise
prices ranging from $5.05 to $5.64 per share, so that all
option exercise prices were reduced by $.05 per share. Donna
Montag, Chief Financial Officer of the Company, was allowed to
participate in the repricing offer. Ms. Montag surrendered
options to purchase 20,000 shares of common stock granted October
3, 1995 at an exercise price of $5.69 per share for options to
purchase 20,000 shares at $5.64 per share. The new options
retained the same vesting status and expiration date as the
options surrendered.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On April 8, 1997, the Company entered into an extended line of
credit agreement for $1,500,000 from the National Bank of the
Redwoods replacing the Company's previous line of credit for
$1,000,000. Mr. Schaeffer personally guaranteed each line of
credit. On March 31, 1997 no amounts were outstanding under the
extended line of credit.
Stephen Morris, a director of the Company, currently serves as
the publisher at, and owns 10% of the Common Stock of, Chelsea
Green Publishing Co. ("CGP") in Vermont, a company which has
co-published several books with the Company and is a distributor
of the Company's Real Goods Solar Living Sourcebook. All
transactions between the Company and CGP resulted in total gross
payments of $192,892 made by the Company to CGP from April 1,
1996 through March 31, 1997.
EMPLOYMENT CONTRACTS, EMPLOYMENT TERMINATION AND
CHANGE-IN-CONTROL ARRANGEMENTS
John Schaeffer has had an employment agreement with the Company
since June 1990. The agreement is renewable on an annual basis,
commencing February 28th of each year, and is terminable by Mr.
Schaeffer upon thirty (30) days' notice, or by the Company upon
sixty (60) days' notice. Mr. Schaeffer's base salary is subject
to annual increase by the Board as determined by the Board. Mr.
Schaeffer is also eligible to participate in the Company's
benefit plans, including option, profit sharing, insurance and
similar plans. If Mr. Schaeffer becomes disabled during the term
of his employment, his disability benefits will be paid through
the remaining term of the agreement. The agreement requires Mr.
Schaeffer's full-time service to the Company.
Mr. Schaeffer owns 2,138,528 shares of the Company's Common
Stock. Mr. Schaeffer and the Company have been advised that on
the death of Mr. Schaeffer the estate may be required to sell all
or a substantial portion of such shares to satisfy estate tax
obligations. The sale of such number of shares would likely
destabilize the market for the Company's stock. The Company
agreed to pay a portion of the premiums due on a life insurance
policy for Mr. Schaeffer (the "Policy"). The Policy is owned by
the Schaeffer 1994 Irrevocable Trust (the "Trust") established
for the benefit of Mr. Schaeffer's children. Pursuant to a
Split-Dollar Agreement dated May 15, 1995, among the Company, Mr.
Schaeffer and the Trustee of the Trust, the Company will be
reimbursed for the amount of the premiums it pays on the policy
at such time as the Split-Dollar Agreement is terminated, the
Trust surrenders or cancels the Policy, or when the Policy's
death benefit proceeds are paid. Such repayment has been secured
by the collateral assignment of the Policy by the Trust to the
Company.
Since January 1996, Mr. Morris has been a part-time consultant
to the Company on an hourly basis. In fiscal 1997, the Company
paid Mr. Morris $14,115 as a consultant. Mr. Morris may exercise
stock options to purchase 31,300 shares of Company Common Stock
at any time until 30 days after his term as a part-time
consultant has ended. A 25,000-share stock option granted to Mr.
Morris on March 31, 1995 was terminated on April 29, 1996.
FUTURE TRANSACTIONS
Any future transactions (including loans) between the Company
and any officer, director, principal shareholder or affiliate of
the Company will be approved by a majority of the directors
disinterested in such transactions and by a majority of the
independent outside directors, each of whom shall have determined
that the transaction is fair to the Company and its stock and
that the terms of such transaction are no less favorable to the
Company than could be obtained from unaffiliated parties.
MATTERS SUBMITTED TO THE VOTE OF STOCKHOLDERS ELECTION OF
DIRECTORS
The Company's By-Laws authorize a Board of four to seven
members, the specific number of which is currently fixed at six
but can be fixed within that range by the Board. Each director
holds office for a term which expires at the next annual meeting
when his or her successor is elected and qualified. Unless
otherwise instructed, the proxyholders will vote the proxies
received by them for the Company's nominees, Linda Francis, John
Lenser, Stephen Morris, Barry Reder, James Robello and John
Schaeffer. In the event that any of these individuals is unable
or declines to serve as a director at the time of the Meeting,
the proxies will be voted for any nominee who shall be designated
by the Chairman of the Board to fill the vacancy. It is not
expected that any nominee will be unable or will decline to serve
as a director. The six nominees receiving the highest number of
votes at the Meeting will be elected directors.
THE BOARD OF DIRECTORS RECOMMENDS VOTING FOR ALL MANAGEMENT
NOMINEES FOR THE ELECTION OF DIRECTORS.
GENERAL VOTING INFORMATION
A stockholder may, with respect to the election of directors
(i) vote for the election of all director nominees named herein,
or (ii) withhold authority to vote for the director nominees or
(iii) vote for the election of one or more of such director
nominees and against the other director nominee or nominees by so
indicating on the proxy. Withholding authority to vote for a
director nominee will not prevent such director nominee from
being elected. Shares will be voted as instructed in the
accompanying proxy. If there are no instructions from the
stockholder on an executed proxy, the proxy will be voted as
recommended by the Board. When a broker is not permitted to vote
stock held in street name on certain matters in the absence of
instructions from the beneficial owner of the stock and so
indicates that it is not voting certain stock on any or all
matters on the proxy, the shares which are not being voted with
respect to a particular matter (the"non-voted shares") will be
considered shares not present and entitled to vote on such
matter, although such shares may be considered present and
entitled to vote for other purposes and will count for purposes
of determining the presence of a quorum. Approval of each matter
specified in the Meeting notice requires the affirmative vote of
a majority of the shares of Common Stock present in person or by
proxy at the meeting and entitled to vote on such matter.
Accordingly, non-voted shares with respect to such matters will
not affect the determination of whether such matters are approved
or the outcome of the election of directors. In determining
whether the requisite shareholder approval has been received on
the other matters, broker non-votes will not be counted, while a
vote to abstain will be counted and therefore have the effect of
a vote against the matter.
INDEPENDENT AUDITORS
The Company's independent auditors for the year ended March 31,
1997 was Deloitte and Touche, LLP. Representatives of Deloitte &
Touche, LLP are expected to be present at the meeting with the
opportunity to make a statement if they desire to do so and are
expected to be available to respond to appropriate questions. The
Board generally selects independent auditors to audit the
financial statements of the Company at the end of each fiscal
year. As of the date hereof, the Board has not selected such
auditors for the fiscal year ending March 31, 1998 but shall make
a selection after reviewing the cost, availability and expertise
of such accountants.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Proposals that stockholders of the Company would like to
present at next year's Annual Meeting must be received by the
Company no later than April 26, 1998 in order that they may be
included in the proxy statement and form of proxy related to that
meeting.
OTHER MATTERS
The Company knows of no other matters to be submitted at the
Meeting. If any other matters properly come before the Meeting,
it is the intention of the persons named in the enclosed form of
Proxy to vote the shares they represent as the Board may
recommend.
Form 10-KSB
A copy of the Company's Annual Report on Form 10-KSB, as filed
with the Securities and Exchange Commission on June 10, 1997 is
available without charge upon written request to Investor
Relations, Real Goods Trading Corporation, 555 Leslie Street,
Ukiah, California 95482.
By signing and returning the enclosed Proxy, stockholders will
be assured of representation at the Annual Meeting in connection
with approval of the matters discussed herein. Each stockholder
should review, complete, execute, date and return the enclosed
Proxy to the Company in the envelope provided as promptly as
possible, and in any event before August 8, 1997. The Board
appreciates the cooperation of the stockholders. By Order of the
Board of Directors
[S]DONNA MONTAG
Donna Montag
Secretary
Dated: June 17, 1997
<PAGE>
REAL GOODS TRADING CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE 1997 ANNUAL MEETING OF STOCKHOLDERS
August 16, 1997
The undersigned hereby appoints John Schaeffer and Donna
Montag, and each of them, proxies for the undersigned, with full
power of substitution, to vote all shares of common stock of Real
Goods Trading Corporation, a California corporation (the
"Company"), which the undersigned would be entitled to vote at
the Annual Meeting of Stockholders of the Company which will be
held at 13771 S. Highway 101, Hopland, California 95449 on
Saturday, August 16, 1997 at 10:00 a.m., local time, or at any
adjournment thereof, upon the matters set forth below and
described in the accompanying Proxy Statement, and upon such
other business as properly comes before the meeting or any
adjournment thereof.
Election of Directors
FOR ALL NOMINEES FOR ALL NOMINEES WITHHOLD AUTHORITY
LISTED BELOW EXCEPT AS CROSSED OUT TO VOTE FOR NOMINEES
Instruction: TO WITHHOLD AUTHORITY FOR ANY NOMINEE, CROSS
OUT THAT NOMINEE'S NAME BELOW.
Linda Francis Stephen Morris James Robello
John Lenser Barry Reder John Schaeffer
COMMENTS/ADDRESS CHANGE
Please mark this box if you have written comments/address
change on the reverse side.
I PLAN TO ATTEND THE MEETING
(continued on reverse side)
Please mark this proxy as indicated on the reverse side to
vote on any item. If you wish to vote in accordance with all of
the Board of Directors' recommendations, please sign below: no
boxes need be checked. IF YOU SIGN THIS PROXY AND DO NOT
INDICATE THAT YOU WITHHOLD AUTHORITY TO VOTE FOR THE ELECTION OF
ANY DIRECTOR NOMINEE, THIS PROXY SHALL BE DEEMED TO BE A VOTE FOR
ALL SUCH NOMINEES.
Receipt is hereby acknowledged of the Real Goods Trading
Corporation Notice of Meeting and Proxy Statement.
COMMENTS/ADDRESS CHANGE: Please date and sign exactly as
your name(s) appear on your
shares. If signing for
estates, trusts, or
corporations, title or office
should be stated. If shares are
held jointly, each holder
should sign.
Please mark Comment/Address Box on Reverse Side
_________________________________
_________________________________
Signature of Stockholder(s)
Dated:_______________, 1997
Printed on recycled paper
