UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
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
(Title of Class of Securities)
704718105
(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)
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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 BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON 58,262,727 (1) (2)
WITH
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8 SHARED VOTING POWER
None
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9 SOLE DISPOSITIVE POWER
58,262,727 (1) (2)
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,262,727 (1) (2)
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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)
78.9% (2)
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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 (a) 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 51.9% of the total
outstanding shares of Common Stock as of October 6, 2000 (based on information
received from the Issuer 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
initially purchase 100,000 shares of Common Stock, (iii) the warrant (the
"Warrant (Credit Agreement)") dated as of April 14, 2000, to initially 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 initially
32,894,270 shares of Common Stock, and (b) 2,331,917 shares of Common Stock
which on October 6, 2000 Ahold agreed to purchase pursuant to an unsolicited
brokerage transaction, representing with the shares of common stock subject to
conversion under the Series B Convertible Preferred Stock approximately 58.1% of
the total outstanding shares of Common Stock as of October 6, 2000 (based on
information received from the Issuer and treating as outstanding for this
purpose the shares of Common Stock subject to conversion under the Series B
Convertible Preferred 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.
(2) Based on information received from the Issuer, the number of
shares indicated represents approximately 78.9% of the total outstanding shares
of Common Stock as of October 6, 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).
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This Amendment No. 2 amends and supplements the Schedule 13D filed on
April 24, 2000 as amended by Amendment No. 1 to Schedule 13D filed on June 30,
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 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding after the final paragraph of the
item the following:
"Purchase of Shares of Common Stock.
Ahold will pay $1 1/8 in cash for each share of Common Stock it agreed
to acquire on October 6, 2000. Ahold will use funds from working capital to fund
the payment of the consideration."
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:
"Purchase of Shares of Common Stock.
On October 6, 2000, in an unsolicited brokerage transaction on the
Nasdaq, Ahold agreed to purchase 2,331,917 shares of Common Stock for $1 1/8
cash per share. The settlement of the transaction is scheduled to occur on
October 12, 2000."
Item 5. Interest in Securities of the Issuer.
Item 5(a) is hereby amended and restated in its entirety to read as
follows:
"(a) As a result of the purchase of 2,331,917 shares of Common Stock
and the purchase of shares of Common Stock on conversion of the Shares and
exercise of the Warrants, Ahold may be deemed to be the beneficial owner of
58,262,727 shares of Common Stock, which would represent approximately 78.9% of
the shares of Common Stock outstanding as of October 6, 2000 (based on
information received from the Issuer and treating as outstanding for this
purpose the shares of Common Stock subject to the Shares and the Warrants).
On October 6, 2000, in an unsolicited brokerage transaction Ahold
agreed to purchase 2,331,917 shares of Common Stock for $1 1/8 cash per share.
The settlement of the transaction is scheduled to occur on October 12, 2000."
<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: October 11, 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
