HOMEGROCER COM INC
425, 2000-07-11
BUSINESS SERVICES, NEC
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                                                   Filed by HomeGrocer.com, Inc.
                           Pursuant to Rule 425 under the Securities Act of 1933
                                           Subject Company: HomeGrocer.com, Inc.
                                                   Commission File No. 000-29789


E-Mail communication posted on HomeGrocer.com intranet on July 11, 2000.


TO:      All HomeGrocer.com Associates

FROM:    Dave Pace

SUBJ:    Merger Update #1

DATE:    July 10, 2000


As we try to keep everyone up to speed with our progress toward the completion
of the merger, the following is a recap of last week's activities. We will try
to continue these updates on a regular basis as more information becomes
available.

     1.   Transition Teams

     In order to begin the planning process for the activities that will need to
     occur post-closing, a multi-functional transition team was formed involving
     representatives from both Webvan and HomeGrocer.com. This transition team
     will be co-chaired by Rex Carter from HOMG and Viveck Joshi from WBVN.

     The purpose of the transition team is to identify the processes, systems
     and organizations that will need to be integrated post-merger and then
     outline a work plan which will allow the two companies to complete this
     integration as soon as possible following the closure of the deal. The
     activities completed last week centered largely around the identification
     of issues that would need to be addressed.

     These teams will next meet as a group in a couple of weeks.

     2.   FTC Filing

     As required by law, the details of the proposed merger were filed with the
     Federal Trade Commission on Monday, July 10th. The purpose of this filing
     is for the government to have the opportunity to do an initial review of
     the proposed merger for anti-trust compliance and to then give the approval
     for the two companies to combine.

     During this review period, which is expected to take approximately 30
     days, each company must continue to operate and make business decisions
     independently of one another. The parties may not coordinate their
     business decisions prior to the termination of this waiting period.

     3.   Seattle Recruiting

     Many of you in Seattle may have seen the Webvan advertisements in this
     weekend's paper soliciting candidates for their upcoming opening of the
     Kent facility. It was important for Webvan to begin their hiring process in
     order to be prepared for their scheduled opening later this fall.

     While many people may be concerned that this activity could prevent the
     opportunity for HomeGrocer associates to obtain positions in the Seattle
     operations post-merger, the reality is that even after the closure of the
     deal, the size of Webvan facilities will still require several hundred
     additional associates to be added in Seattle. WBVN and HOMG will be setting
     up a process by which current HomeGrocer associates will be able to discuss
     the possibility of moving to these opportunities in Kent and surrounding
     facilities post-merger.

     4.   Peachnet Q&A

     Answers to merger questions posted on Peachnet are beginning to be added to
     the site. Additional answers will continue to be added to the site as soon
     as possible after the questions are received. There are several reasons for
     the delay in answering these. First, we were initially overwhelmed by a
     large number of questions from those who posted on the site. Second, we had
     to identify a cross-functional team that could develop answers to as many
     questions as we possibly could. Third, for many of the questions that were
     asked, we just don't have answers to them at this time. Thanks for your
     patience in waiting for these answers.

     We will continue to try to keep everyone updated as often as possible and
     whenever significant new information is received. Until then, feel free to
     continue to ask questions of your supervisor, your People Capability
     Manager or post your question on Peachnet and it will be answered as fast
     as we can.

     Thanks for your continued commitment.


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