UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Peapod, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
704718105
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(CUSIP Number)
Mr. A.H.P.M. van Tielraden with copies to:
Koninklijke Ahold N.V. John Reiss, Esq.
Albert Heijnweg 1 White & Case LLP
1507 EH Zaandam 1155 Avenue of the Americas
The Netherlands New York, NY 10036
011-31-75-659-9111 212-819-8200
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
<PAGE>
CUSIP No. 704718105
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Koninklijke Ahold N.V. I.R.S. IDENTIFICATION NO. 000000000
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED
OWNED BY EACH REPORTING Common Stock: 55,930,810 (1) (2)
PERSON WITH Series B Convertible Preferred Stock: 726,371
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8 SHARED VOTING POWER
None
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9 SOLE DISPOSITIVE POWER
Common Stock: 55,930,810 (1) (2)
Series B Convertible Preferred Stock: 726,371
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock: 55,930,810 (1) (2)
Series B Convertible Preferred Stock: 726,371
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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)
Common Stock: 75% (2)
Series B Convertible Preferred Stock: 100%
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14 TYPE OF REPORTING PERSON
CO
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(1) The shares of common stock of Peapod, Inc. (the "Issuer") covered
by this report are purchasable by Koninklijke Ahold N.V. ("Ahold") upon
conversion or exercise of (i) 726,371 shares of Series B Convertible Preferred
Stock (the "Shares") of the Issuer which would be convertible into initially
19,369,873 shares of Common Stock, representing approximately 51% of the total
outstanding shares of Common Stock as of April 14, 2000 (based on the Issuer's
representations in the Purchase Agreement and treating as outstanding for this
purpose the shares of Common Stock subject to conversion under the Series B
Convertible Preferred Stock), (ii) the warrant (the "Previously Issued Warrant")
granted by the Issuer to Ahold pursuant to the Warrant Agreement dated as of
April 10, 2000, to purchase 100,000 shares of Common Stock, (iii) the warrant
(the "Warrant (Credit Agreement)") dated as of April 14, 2000, to purchase
3,566,667 shares of Common Stock, and (iv) the warrant (the "Warrant (Preferred
Stock)", and together with the Previously Issued Warrant and the Warrant (Credit
Agreement), the "Warrants") dated as of June 30, 2000, to purchase 32,894,270
shares of Common Stock.
Prior to the exercise of the Warrants, Ahold is not entitled to any
rights as a shareholder of the Issuer as to the shares covered by the Warrants.
The Warrants may be exercised at any time.
Based on the Issuer's representations in the Purchase Agreement, upon
conversion of the Shares and exercise of the Warrants Ahold would be entitled to
purchase approximately 75% of the total outstanding shares of Common Stock as of
April 14, 2000 (treating as outstanding for this purpose the shares of Common
Stock subject to conversion under the Shares and the shares of Common Stock
subject to exercise under the Warrants).
(2) Based on the Issuer's representations in the Purchase Agreement,
the number of shares indicated represents approximately 75% of the total
outstanding shares of Common Stock as of April 14, 2000 (treating as outstanding
for this purpose the shares of Common Stock subject to the Warrants).
<PAGE>
This Amendment No. 1 amends and supplements the Schedule 13D filed on
April 24, 2000, relating to the shares of common stock, $0.01 par value per
share ("Common Stock"), of Peapod, Inc., a Delaware corporation (the "Issuer"),
the principal executive offices of which are located at 9933 Woods Drive,
Skokie, Illinois 60077. Terms not otherwise defined herein shall have the
respective meaning given to such terms in the Schedule 13D filed on April 24,
2000.
Item 4. Purpose of the transaction.
Items 4(a) to (j) is hereby amended by adding immediately before the
penultimate paragraph of the item the following:
"Stockholder Approval.
On June 30, 2000, the stockholders of the Issuer approved the Purchase
Agreement and the transactions contemplated thereby and the Issuer issued the
Shares and the Warrants (Preferred Stock) to Ahold."
Item 5. Interest in Securities of the Issuer.
Item 5(a) is hereby amended and restated in its entirety to read as
follows:
"(a) Ahold is the beneficial owner of 726,371 shares of Series B
Convertible Preferred Stock. As a result of the purchase of the Shares and the
issuance of the Warrants, Ahold may be deemed to be the beneficial owner of
55,930,810 shares of Common Stock, which would represent approximately 75% of
the shares of Common Stock outstanding after conversion of the Shares and
exercise of the Warrants as of April 14, 2000 (based on the Issuer's
representations in the Purchase Agreement and treating as outstanding for this
purpose the shares of Common Stock subject to the Warrants)."
<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: June 30, 2000
KONINKLIJKE AHOLD N.V.
By: /s/ A.H.P.M. van Tielraden
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Name: A.H.P.M. van Tielraden
Title: General Counsel
