===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
WEBVAN GROUP, INC.
(Name of Issuer)
COMMON STOCK
$.001 PAR VALUE
(Title of Class of Securities)
-----------------------
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)
-----------------------
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).
===============================================================================
<PAGE>
SCHEDULE 13D
CUSIP No. 9445V103 Page 2 of 5 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
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
132,962,207(1)
-----------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY EACH Not Applicable
REPORTING PERSON WITH -----------------------------------
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
-------------------------------------------------------------------------------
---------
(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 (discussed in Items
3 and 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>
prevent the Share Issuance, (iv) against any Parent Acquisition Proposal
(as defined in the Merger Agreement discussed in items 3 and 4) 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 Items 3 and
4), the number of shares of Webvan common stock indicated represents
approximately 40% of the outstanding Webvan common stock.
<PAGE>
Amendment No. 1 to Schedule 13D
------------------------------------------------------------
The Reporting Person, HomeGrocer.com, Inc., a Washington corporation
("HomeGrocer"), hereby amends and supplements the Schedule 13D, originally
filed on July 5, 2000 (the "Original Statement") with regard to the common
stock, $.001 par value per share (the "Shares") of Webvan Group, Inc. (the
"Issuer").
Unless otherwise indicated, each capitalized term used but not defined herein
shall have the meaning assigned to such term in the Schedule 13D.
Item 2. Identity and Background.
The response set forth in Item 2 of the Schedule 13D is hereby amended and
supplemented by the following information:
(f) To HomeGrocer's knowledge each of the individuals identified on
Schedule A attached hereto is a citizen of the United States except for J.
Terence Drayton and Ken Deering, Canadian citizens who hold visas to work in
the United States.
<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.
Dated: July 13, 2000
HOMEGROCER.COM, INC.
By: /s/ Kristin Stred
--------------------------------------------
Kristin Stred
Senior Vice President, General Counsel and Secretary
