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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
HOMEGROCER.COM, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
43740K100
(CUSIP Number)
ROBERT H. SWAN, CHIEF FINANCIAL OFFICER, WEBVAN GROUP, INC.
310 LAKESIDE DRIVE
FOSTER CITY, CALIFORNIA 94404
(650) 524-2200
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
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
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CUSIP NO. 43740K100 PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WEBVAN GROUP, INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ ]
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
STATE OF DELAWARE
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7 SOLE VOTING POWER
N/A
NUMBER OF ------ ---------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 70,555,428
OWNED BY ------ ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING N/A
PERSON ------ ---------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
N/A
--------------------- ------ --------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,555,428
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.0%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
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SCHEDULE 13D
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CUSIP NO. 43740K100 PAGE 3 OF 7 PAGES
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Neither the filing of this Schedule 13D nor any of its contents shall be deemed
to constitute an admission by Webvan Group, Inc. that it is the beneficial owner
of any of the Common Stock referred to herein for purposes of Section 13(d) of
the Securities Exchange Act of 1934, as amended (the "Act"), or for any other
purpose, and such beneficial ownership is expressly disclaimed.
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the Common Stock of
HomeGrocer.com, Inc., a Washington corporation ("HomeGrocer" or
"Issuer"). The principal executive offices of HomeGrocer are
located at 10230 NE Points Drive, Kirkland, Washington 98033.
ITEM 2. IDENTITY AND BACKGROUND.
The name of the corporation filing this statement is Webvan
Group, Inc., a Delaware corporation ("Webvan"). Webvan's
principal business is the sale and delivery of consumer products
ordered through the Internet. The address of the principal
executive offices of Webvan is 310 Lakeside Drive, Foster City,
California 94404. 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
Webvan's directors and executive officers, as of the date
hereof.
Neither Webvan, nor to Webvan's best knowledge, any person named
on Schedule A hereto is required to disclose legal proceedings
pursuant to Items 2(d) or 2(e).
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to an Agreement and Plan of Reorganization dated June
25, 2000, (the "Reorganization Agreement"), among Webvan, Robin
Merger Corporation, a Washington corporation and wholly-owned
subsidiary of Webvan ("Merger Sub") and HomeGrocer, and subject
to the conditions set forth therein (including approval by
stockholders of HomeGrocer), 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"). 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 under
HomeGrocer's stock option plans (each, a "HomeGrocer Common
Stock
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SCHEDULE 13D
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CUSIP NO. 43740K100 PAGE 4 OF 7 PAGES
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Option") will be assumed by Webvan (each, an "Assumed Option")
and will become an option to purchase that number of shares of
Webvan Common Stock as is equal (subject to rounding) to the
number of shares of HomeGrocer Common Stock that was subject to
such option immediately prior to the Merger, multiplied by the
Exchange Ratio. The exercise price of each Assumed Option will
be equal to the quotient determined by dividing the exercise
price per share of HomeGrocer Common Stock at which such
HomeGrocer Common Stock Option was exercisable immediately prior
to the effective time of the Merger by the Exchange Ratio,
rounded up to the nearest whole cent. The foregoing summary of
the Merger is qualified in its entirety by reference to the copy
of the Reorganization Agreement included as Exhibit 1 to this
Schedule 13D and incorporated herein in its entirety by
reference.
ITEM 4. PURPOSE OF TRANSACTION.
(a) - (b) As described in Item 3 above, this statement relates
to the Merger of Merger Sub, a wholly-owned subsidiary of
Webvan, with and into HomeGrocer in a statutory merger pursuant
to the Washington Business Corporations Act. At the effective
time of the Merger, the separate existence of Merger Sub will
cease to exist and HomeGrocer will continue as the Surviving
Corporation and as a wholly-owned subsidiary of Webvan. Holders
of outstanding HomeGrocer Common Stock will receive, in exchange
for each share of Issuer Common Stock held by them, 1.07605
shares of Webvan Common Stock. Webvan will assume the
outstanding options issued under HomeGrocer stock option plans.
As an inducement to Webvan to enter into the Reorganization
Agreement, each stockholder who is a party to a Voting
Agreement, dated as of June 25, 2000 (collectively, the "Voting
Agreements"), among the parties thereto (collectively, the
"Voting Agreement Stockholders") and Webvan, has, by executing a
Voting Agreement, irrevocably appointed Webvan as his, hers or
its lawful attorney and proxy. Such proxies, collectively, give
Webvan the limited right to vote each of 70,555,428 shares of
HomeGrocer Common Stock beneficially and collectively owned by
the Voting Agreement Stockholders in all matters related to the
Merger. The shared voting power with certain shareholders of
Issuer relates to the same 70,555,428 shares of Issuer Common
Stock (the "Shares"). The Voting Agreement Stockholders and the
number of shares beneficially owned by each of them and subject
to the Voting Agreements is set forth in Schedule B hereto which
is hereby incorporated by this reference. The foregoing summary
of the Voting Agreement is qualified in its entirety by
reference to the copy of the form of Voting Agreement included
as Exhibit 2 to this Schedule 13D and incorporated herein in its
entirety by reference.
In exercising its right to vote the Shares as lawful attorney
and proxy of the Voting Agreement Stockholders, Webvan will be
limited, at every HomeGrocer stockholders
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SCHEDULE 13D
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CUSIP NO. 43740K100 PAGE 5 OF 7 PAGES
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meeting and every written consent in lieu of such meeting to
vote the shares in favor of approval of the Merger and the
Reorganization Agreement and against alternative acquisition
proposals. The Voting Agreement Stockholders may vote the Shares
on all other matters. The Voting Agreements terminate upon the
earlier to occur of (i) the date of termination of the
Reorganization Agreement and (ii) such date and time as the
Merger shall become effective in accordance with the terms and
provisions of the Reorganization Agreement.
(c) Not applicable.
(d) It is anticipated that upon consummation of the Merger, the
directors of the Surviving Corporation shall be the current
directors of HomeGrocer. It is anticipated that the initial
officers of the Surviving Corporation shall be the officers of
Merger Sub, until their respective successors are duly elected
or appointed and qualified.
(e) Other than as a result of the Merger described in Item 3
above, not applicable.
(f) Not applicable.
(g) Upon consummation of the Merger, the Articles of
Incorporation of Merger Sub, as in effect immediately prior to
the Merger, shall be the Articles of Incorporation of the
Surviving Corporation until thereafter amended as provided by
Washington Law and such Articles of Incorporation; provided,
however, that the Articles of Incorporation of the Surviving
Corporation shall be amended so that the name of the corporation
is HomeGrocer.com, Inc. Upon consummation of the Merger, the
Bylaws of Merger Sub, as in effect immediately prior to the
Merger, shall be the Bylaws of the Surviving Corporation until
thereafter amended.
(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, Webvan 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 Webvan
reserves the right to develop such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
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SCHEDULE 13D
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CUSIP NO. 43740K100 PAGE 6 OF 7 PAGES
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(a) - (b) As a result of the Voting Agreements, Webvan may be
deemed to be the beneficial owner of at least 70,555,428 shares
of Issuer Common Stock. Such Issuer Common Stock constitutes
approximately 55.0% of the issued and outstanding shares of
Issuer Common Stock.
Webvan has shared power to vote all of the Shares for the
limited purposes described above. Webvan does not have the sole
power to vote or to direct the vote or to dispose or to direct
the disposition of any shares of Issuer Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Other than the Reorganization Agreement and Voting Agreements,
to the best knowledge of Webvan, there are no contracts,
arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 and between such
persons and any person with respect to any securities of
HomeGrocer, 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 Reorganization, dated June 25,
2000, by and among Webvan Group, Inc., a Delaware
corporation, Robin Merger Corporation, a Washington
corporation and wholly-owned subsidiary of Webvan Group,
Inc., and HomeGrocer.com, Inc., a Washington
corporation.
2. Form of Voting Agreement, dated June 25, 2000, by and
among Webvan Group, Inc., a Delaware corporation, and
certain stockholders of HomeGrocer.com, Inc., a
Washington corporation.
<PAGE> 7
SCHEDULE 13D
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CUSIP NO. 43740K100 PAGE 7 OF 7 PAGES
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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
WEBVAN GROUP, INC.
By: /s/ Robert H. Swan
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<PAGE> 8
Schedule A
DIRECTORS AND EXECUTIVE OFFICERS OF
WEBVAN GROUP, INC.
<TABLE>
<CAPTION>
Present Principal Occupation Including
Name and Title Name of Employer
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<S> <C>
Louis H. Borders Webvan Group, Inc.
Chairman of the Board of Directors
George T. Shaheen Webvan Group, Inc.
President and Chief Executive Officer
Robert H. Swan Webvan Group, Inc.
Chief Financial Officer
Arvind Peter Relan Webvan Group, Inc.
Senior Vice President, Platform Group
Mark X. Zaleski Webvan Group, Inc.
Senior Vice President, Area Operations
F. Terry Bean Webvan Group, Inc.
Senior Vice President, Human Resources
David M. Beirne Benchmark Capital
Director 2480 Sand Hill Road
Menlo Park, CA 94025
Christos M. Cotsakos Chairman, President and Chief Executive Officer
Director E*TRADE Group, Inc.
4500 Bohannon Drive
Menlo Park, CA 94025
Tim Koogle Chairman and Chief Executive Officer
Director Yahoo!, Inc.
3420 Central Expressway
Santa Clara, CA 95051
</TABLE>
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<TABLE>
<S> <C>
Michael J. Moritz Sequoia Capital
Director 3000 Sand Hill Road, Building 4, Suite 280
Menlo Park, CA 94025
</TABLE>
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Schedule B
<TABLE>
<CAPTION>
Shares Subject to
Stockholder Voting Agreement
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<S> <C>
Amazon.com, Inc. 24,354,520
1200 12th Avenue S., Suite 1200
Seattle, WA 98144
Kleiner Perkins Caufield & Byers (1) 12,222,682
2750 Sand Hill Road
Menlo Park, CA 94025
Hummer Winblad Venture Partners (2) 12,047,053
2 South Park, 2nd Floor
San Francisco, CA 94107
J. Terrence Drayton (3) 5,490,841
Mary Alice Taylor (4) 5,284,021
The Barksdale Group, L.L.C. (5) 4,955,689
2730 Sand Hill Road, Suite 100
Menlo Park, CA 94043
Charles K. Barbo (6) 1,728,288
1155 Valley Street, Suite 400
Seattle, WA 98109
Madrona Investment Group, LLC (7) 1,659,394
1000 Second Avenue, Suite 3700
Seattle, WA 98104
Ken Deering 983,525
Jonathan D. Lazarus (8) 775,639
One Mercer Plaza 2835 82nd Ave., S.E.
Suite 310
Mercer Island, WA 98040
Daniel R. Lee 1,053,776
</TABLE>
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NOTE: The foregoing does not constitute an admission by any of the stockholders
in the preceding table that shares owned by the entities and individuals named
in the notes below are beneficially owned by the stockholders named in such
table for purposes of Section 13(d) of the Act or for any other purpose.
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(1) Includes shares held by Kleiner Perkins Caufield & Byers VIII, L.P., KPCB
VIII Founders Fund, L.P. and KPCB Information Sciences Zaibatsu Fund II, L.P.
(2) Includes shares held by Hummer Winblad Venture Partners III, L.P., Hummer
Winblad Venture Partners IV, L.P. and Hummer Winblad Technology Fund III, L.P.
(3) Includes shares held by J. Terrence Drayton, Terran Ventures, Inc. and
Investment King.
(4) Includes shares held by Mary Alice Taylor, Mary Alice Taylor 1999 5-Year
GRAT, Taylor Family 1999 Trust, Emery DeWitt Wooten 1999 5-Year GRAT and GMME
Partnership, L.P.
(5) Includes shares held by The Barksdale Group, L.L.C., Peter LS Currie (a
principal and officer of The Barksdale Group, LLC), James L. Barksdale, Pickwick
Group, L.P. and Barksdale Investments, L.L.C.
(6) Includes shares held by C&LB Family Limited Partnership, Charles K. Barbo,
and Charles K. and Linda K. Barbo.
(7) Includes 300,000 shares issuable upon exercise of warrants held by Madrona
Investment Group, LLC and 862,068 shares held by Madrona Holdings I, L.L.C. for
the benefit of Madrona Venture Fund I-A, L.P., Madrona Venture Fund I-B, L.P.
and Madrona Managing Director Fund, L.L.C.
(8) Includes shares held by Lazarus Family Investments LLC, Lazarus Family
Investments III, LLC and Lazarus Family Investments II, LLC.
<PAGE> 12
EXHIBIT INDEX
<TABLE>
<S> <C>
1. Agreement and Plan of Reorganization, dated June 25, 2000, by and among
Webvan Group, Inc., a Delaware corporation, Robin Merger Corporation, a
Washington corporation and wholly-owned subsidiary of Webvan Group,
Inc., and HomeGrocer.com, Inc., a Washington corporation.
2. Form of Voting Agreement, dated June 25, 2000, by and among Webvan
Group, Inc., a Delaware corporation, and certain stockholders of
HomeGrocer.com, Inc., a Washington corporation.
</TABLE>
