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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
WEBVAN GROUP, INC.
(Name of Issuer)
COMMON STOCK
$.001 PAR VALUE
(Title of Class of Securities)
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9445V103
(Cusip Number)
Daniel Lee
HomeGrocer.com, Inc.
Chief Financial Officer
10230 N.E. Points Drive
Kirkland, Washington 98033
(425) 201-7500
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
June 25, 2000
(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this statement because of Rule 13d-1(c), 13d-1(f) or 13d-1(g), check the
following: [ ]
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).
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SCHEDULE 13D
CUSIP No. 9445V103 Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
HomeGrocer.com, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
911883406
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
Not applicable.
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Washington
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH 132,962,207(1)
REPORTING PERSON WITH
8 SHARED VOTING POWER
Not Applicable
9 SOLE DISPOSITIVE POWER
Not Applicable
10 SHARED DISPOSITIVE POWER
Not Applicable
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
132,962,207(2)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40%
14 TYPE OF REPORTING PERSON
CO
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(1) 132,962,207 shares of Webvan Group, Inc. ("Webvan") common stock (the
"Shares") are subject to a Voting Agreement entered into by HomeGrocer,
Inc. ("HomeGrocer") and certain stockholders of Webvan (See Item
4 below) (the "Stockholders"). Pursuant to the Voting Agreement, the
Stockholders have agreed, at every Webvan stockholders meeting and on
every action or approval by written consent in lieu of such meeting, to
cause the Shares to be voted (i) in favor of the issuance of shares of
Webvan common stock pursuant to the Merger Agreement (the "Share
Issuance"), (ii) in favor of any matter that could reasonably be expected
to facilitate the Share Issuance, (iii) against any matter that could
reasonably be expected to
Page 2 of 6
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prevent the Share Issuance, (iv) against any Parent Acquisition Proposal
(as defined in the Merger Agreement discussed in Item 4 below) and (v)
against any matter that could be reasonably be expected to facilitate any
Parent Acquisition Proposal.
(2) HomeGrocer expressly disclaims beneficial ownership of any of the shares
of Webvan common stock covered by the Voting Agreement. Based on the
number of shares of Webvan common stock outstanding as of June 21, 2000
(as represented by Webvan in the Merger Agreement discussed in Item 4
below), the number of shares of Webvan common stock indicated represents
approximately 40% of the outstanding Webvan common stock.
Page 3 of 6
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Item 1. Security and Issuer.
This statement on Schedule 13D (this "Statement") relates to the common
stock of Webvan Group, Inc., a Delaware corporation (sometimes referred to
herein as "Issuer" or "Webvan"). The principal executive offices of Webvan are
located at 310 Lakeside Drive, Foster City, California 94404.
Item 2. Identity and Background.
(a) The name of the corporation filing this statement is HomeGrocer.com,
Inc. a Washington corporation ("HomeGrocer").
(b) The address of HomeGrocer's principal business is 10230 N.E. Points
Drive, Kirkland, Washington
98033.
(c) HomeGrocer is an Internet retailer of grocery and other consumer
products. HomeGrocer operates its own distribution system providing next-day
delivery of products within a customer-designated delivery period.
(d) Neither HomeGrocer, nor to HomeGrocer's knowledge, any person named
on Schedule A attached hereto is required to disclose legal proceedings pursuant
to Item 2(d).
(e) Neither HomeGrocer, nor to HomeGrocer's knowledge, any person named
on Schedule A attached hereto is required to disclose legal proceedings pursuant
to Item 2(e).
(f) To HomeGrocer's knowledge each of the individuals identified on
Schedule A attached hereto is a citizen of the United States.
Set forth on Schedule A is the name, and present principal occupation or
employment, and the name, principal business and address of any corporation or
other organization in which such employment is conducted, of each of the
directors and executive officers of HomeGrocer as of the date hereof.
Item 3. Source and Amount of Funds or Other Consideration.
As an inducement for HomeGrocer to enter into the Merger Agreement
described in Item 4 and in consideration thereof, certain stockholders of Webvan
listed on Schedule B attached hereto (the "Stockholders") entered into a Voting
Agreement (See Item 4). HomeGrocer did not pay additional consideration to the
Stockholders in connection with the execution and delivery of the Voting
Agreement. In addition, the Stockholders granted HomeGrocer an irrevocable
proxy with respect to the voting of the shares for the matters covered by the
Voting Agreement.
References to, and descriptions of, the Merger, the Merger Agreement and
the Voting Agreement as set forth herein are qualified in their entirety by
reference to the copies of the Merger Agreement and the Voting Agreement,
respectively, included as Exhibits 1 and 2, respectively, to this Schedule 13D,
and are incorporated herein in their entirety where such references and
descriptions appear.
Item 4. Purpose of Transaction.
(a) - (b) Pursuant to an Agreement and Plan of Merger dated as of June 25,
2000 (the "Merger Agreement"), among HomeGrocer, Robin Merger Corporation, a
Delaware corporation and wholly-owned subsidiary of Webvan ("Merger Sub"), and
Webvan, and subject to the conditions set forth therein (including approval by
stockholders of HomeGrocer and Webvan), Merger Sub will merge with and into
HomeGrocer and HomeGrocer will become a wholly-owned subsidiary of Webvan (such
events constituting the "Merger"). Once the Merger is consummated, Merger Sub
will cease to exist as a corporation and all of the business, assets,
liabilities and obligations of Merger Sub will be merged into HomeGrocer with
HomeGrocer remaining as the surviving corporation (the "Surviving Corporation").
Page 4 of 6
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As a result of the Merger, each outstanding share of HomeGrocer common
stock, other than shares owned by Merger Sub, Webvan or any wholly-owned
subsidiary of Webvan, will be converted into the right to receive 1.07605 shares
(the "Exchange Ratio") of Webvan common stock, and each outstanding option to
purchase HomeGrocer common stock will be exchanged for an option to purchase
shares of Webvan common stock according to the Exchange Ratio.
The Stockholders have, by executing a Voting Agreement, agreed to vote the
132,962,207 shares of Webvan common stock (the "Shares") beneficially owned by
it as described below.
Pursuant to the Voting Agreement, the Stockholders have agreed, at every
Webvan stockholders meeting and on every action or approval by written consent
in lieu of such meeting, to cause the Shares to be voted (i) in favor of the
issuance of shares of Webvan Common Stock pursuant to the Merger Agreement (the
"Share Issuance"), (ii) in favor of any matter that could reasonably be expected
to facilitate the Share Issuance, (iii) against any matter that could
reasonably be expected to prevent the Share Issuance, (iv) against any Parent
Acquisition Proposalas defined in the Merger Agreement and (v) against any
matter that could be reasonably be expected to facilitate any Parent
Acquisition Proposal. The Stockholders may vote the Shares on all other
matters. The Voting Agreement terminates upon the earlier to occur of (i) such
date and time as the Merger Agreement shall have been terminated pursuant to
Article VII thereof, or (ii) such date and time as the Merger shall become
effective in accordance with the terms and provisions of the Merger Agreement.
Together with the Voting Agreement, the Stockholders delivered an irrevocable
proxy to HomeGrocer with respect to the voting of the shares for the matters
covered by the Voting Agreement.
The purpose of the transactions under the Voting Agreement are to enable
HomeGrocer and Webvan to consummate the transactions contemplated under the
Merger Agreement.
(c) Not applicable.
(d) Pursuant to the Merger Agreement, the Board of Directors of Webvan has
agreed to take all actions necessary such that (a) James Barksdale and one other
individual to be mutually agreed upon by Webvan and HomeGrocer (or in the event
that either or both of such individuals is unable or unwilling to serve on the
Board of Directors of Webvan, then other individuals designated by HomeGrocer
and reasonably acceptable to Webvan) shall be appointed to the Board of
Directors of Webvan as of the consummation of the Merger with terms expiring at
the 2002 and 2003 annual meetings of Webvan's stockholders and (b) upon such
appointment the Board of Directors of Webvan will be comprised of eight members.
(e) Other than as a result of the Merger described in Item 4(a) above,
not applicable.
(f) Not applicable.
(g) Not applicable.
(h) - (i) If the Merger is consummated as planned, the HomeGrocer common
stock will be deregistered under the Act and delisted from the Nasdaq National
Market.
(j) Other than described above, HomeGrocer currently has no plan or
proposals which relate to, or may result in, any of the matters listed in Items
4(a) - (j) of Schedule 13D (although HomeGrocer reserves the right to develop
such plans).
References to, and descriptions of, the Merger Agreement and the Voting
Agreement as set forth above in this Item 4 are qualified in their entirety by
reference to the copies of the Merger Agreement and the Voting Agreement,
respectively, included as Exhibits 1 and 2, respectively, to this Schedule 13D,
and are incorporated in this Item 4 in their entirety where such references and
descriptions appear.
Page 5 of 6
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Item 5. Interest in Securities of the Issuer.
(a) - (b) As a result of the Voting Agreement, HomeGrocer may be deemed to
be the beneficial owner of 132,962,207 shares of Webvan common stock. Such
Webvan common stock constitutes approximately 40% of the issued and outstanding
shares of Webvan common stock based on the number of shares of Webvan common
stock outstanding as of June 21, 2000 (as represented by Webvan in the Merger
Agreement discussed in Item 4 above). HomeGrocer may be deemed to have the sole
power to vote the Shares with respect to those matters described above. However,
HomeGrocer (i) is not entitled to any rights as a stockholder of Webvan as to
the Shares and (ii) disclaims any beneficial ownership of the shares of Webvan
common stock which are covered by the Voting Agreement.
(c) To the knowledge of HomeGrocer, no transactions in the class of
securities reported have been effected during the past sixty days by any person
named pursuant to Item 2.
(d) To the knowledge of HomeGrocer, no other person has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the securities of Webvan.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships With Respect
to Securities of the Issuer.
Other than the Merger Agreement and the exhibits thereto, including the
Voting Agreement, to the knowledge of HomeGrocer, there are no contracts,
arrangements, understandings or relationships among the persons named in Item 2
and between such persons and any person with respect to any securities of
Webvan, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangement, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
The following documents are filed as exhibits:
1. Agreement and Plan of Merger, dated June 25, 2000, by and among
HomeGrocer, Merger Sub and Webvan.
2. Voting Agreement, dated June 25, 2000, between HomeGrocer and certain
stockholders of Webvan as listed on Schedule B hereto.
Page 6 of 6
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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.
Dated: July 5, 2000
HOMEGROCER.COM, INC.
By: /s/ Kristin H. Stred
----------------------------------------------------
Kristin H. Stred
Senior Vice President, General Counsel and Secretary
Page 7 of 6
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Schedule A
DIRECTORS AND EXECUTIVE OFFICERS OF HOMEGROCER, INC.
The following table sets forth the name, business address and present
principal occupation or employment of each director and executive officer of
HomeGrocer. Except as indicated below, the business address of each such person
is 10230 N.E. Points Drive, Kirkland, Washington 98033.
BOARD OF DIRECTORS
Name and Address Present Principal Occupation
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Mary Alice Taylor Chief Executive Officer and
HomeGrocer.com, Inc. Chairman of the Board
10230 N.E. Points Drive
Kirkland, Washington 98033
J. Terrence Drayton President and Director
HomeGrocer.com, Inc.
10230 N.E. Points Drive
Kirkland, Washington 98033
Tom A. Alberg Director
Madrona Investment Group LLC
1000 Second Avenue, Suite 3700
Seattle, WA 98104
Charles K. Barbo Director
Shurgard Storage Centers, Inc.
1155 Valley Street, Suite 400
Seattle, WA 98109
James L. Barksdale Director
The Barksdale Group
2730 Sand Hill Road
Menlo Park, CA 94025
Mark P. Gorenberg Director
Hummer Winblad Venture Partners
2 South Park, 2nd Floor
San Francisco, CA 94107
Jonathan D. Lazarus Director
2835-82nd Mercer Island, Suite 310
Mercer Island, WA 98040
Douglas Mackenzie Director
Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
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David Risher Director
Amazon.com
P.O. Box 81226
1200 - 12th Ave. So.
Seattle, WA 98108
Philip S. Schlein Director
U.S. Venture Partners
2180 Sand Hill Road, Suite 300
Menlo Park, CA 94025
EXECUTIVE OFFICERS OF HOMEGROCER
Name Title
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Mary Alice Taylor Chief Executive Officer and Chairman of the Board
J. Terrence Drayton President and Director
Daniel R. Lee Senior Vice President and Chief Financial Officer
Rex L. Carter Senior Vice President of Systems Development &
Technology
Ken Deering Vice President of Storefront
Robert G. Duffy Chief Information Officer
Corwin J. Karaffa Senior Vice President of Operations
Jonathan W. Landers Senior Vice President of Marketing and Sales
Daniel J. Murphy Vice President of Merchandising
David A. Pace Senior Vice President of People Capability
Kristin H. Stred Senior Vice President, General Counsel and Secretary
<PAGE>
Schedule B
Stockholders of Webvan who have Signed Voting Agreements with HomeGrocer
Numbers of Shares
Name of Stockholder to be Voted
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Benchmark Capital 1 36,521,976
Sunil Bhargava 300,000
Louis H. Borders 2 49,329,493
Christos Cotsakos 1,095,138
Mark J. Holtzman 3 400,000
A. Peter Relan 1,803,514
David Rock 1,800,000
Sequoia Capital 4 40,462,086
George T. Shaheen 125,000
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1 Includes shares held by Benchmark Capital Partners, L.P. and Benchmark
Founders' Fund, L.P.
2 Includes 36,526,647 shares held by Louis H. Borders Amended and Restated
Revocable Trust, and 12,802,846 shares held by ISR GRAT II.
3 Includes shares of Mark J. Holtzman, the Mark Holtzman 2000 GRAT and the
Marla Holtzman 2000 GRAT.
4 Includes shares held by Sequoia Capital VII, Sequoia Technology Partners
VII, SQP 1997, Sequoia 1997 LLC and Sequoia International Partners.
