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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: October 18, 2000
(Date of earliest event reported: October 12, 2000)
PEAPOD, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware 0-22557 36-4118175
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation or Organization) Number) Identification Number)
9933 Woods Drive, Skokie, Illinois 60077
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (847) 583-9400
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
On October 12, 2000, the Registrant entered into an Exchange Agreement and
First Amendment to Purchase Agreement (dated April 14, 2000) (the "Exchange
Agreement") with Koninklijke Ahold N.V. ("Ahold"). Under the Exchange
Agreement, Ahold agreed to exchange 726,371 shares of the Registrant's Series B
Convertible Preferred Stock, par value $.01 per share (the "Series B Preferred
Stock") held by Ahold for 726,371 shares of the Registrant's Series C
Convertible Preferred Stock, par value $.01 per share (the "Series C Preferred
Stock"). The Series C Preferred Stock has the same terms as the Series B
Preferred Stock except that, in lieu of a provision for mandatory redemption by
the Registrant of the Series B Preferred, the Series C Preferred provides for an
increase in the dividend rate on the Series C Preferred beginning on June 30,
2008.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired:
Not applicable.
(b) Pro Forma Financial Information:
Not applicable.
(c) Exhibits:
99.1 Exchange Agreement and First Amendment to Purchase Agreement (dated
April 14, 2000) dated October 12, 2000 between the Registrant and
Koninklijke Ahold N.V.
99.2 Certificate of Designations of Series C Convertible Preferred Stock
of the Registrant filed on October 11, 2000, as amended on October
16, 2000
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
PEAPOD, INC.
Date: October 18, 2000 By: /s/ Dan Rabinowitz
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Dan Rabinowitz
Senior Vice President and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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*99.1 Purchase Agreement dated April 14, 2000 between the Registrant and
Koninklijke Ahold N.V.
*99.2 Certificate of Designations of Series C Convertible Preferred Stock of
the Registrant filed on October 11, 2000, as amended on October 16,
2000
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* Filed herewith.