Peapod, Inc.
Ticker:PPOD 1033 University Place
Exchange:NASDAQ-National Market Evanston, IL 60201
Industry:High-Tech (SIC Code 7389) (847) 492-8900

Offering Information
Type of Shares:Common Shares Filing Date:4/1/97
U.S. Shares:4,000,000 Offer Date:6/10/97
Non-U.S. Shares:0 Filing Range:$15.00 - $16.00
Primary Shares:4,000,000 Offer Price:$16.00
Secondary Shares:0 Gross Spread:$1.12
Offering Amount: $62,000,000 Selling:$0.67
Expenses: - Reallowance:$0.10
Shares Out After: -

Primary Underwriting Group
ManagerTierPhone
Smith Barney Inc.Lead Manager (212) 723-7300
J.P. Morgan Securities Inc.Co-manager (212) 648-0517
William Blair & CompanyCo-manager (312) 364-8990

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Sidley & Austin
Bank's Law Firm: Mayer, Brown & Platt
Auditor: KPMG Peat Marwick

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 12/31/96
Revenue:$29.17Assets:$16.53
Net Income:-$9.57Curr Assets:
EPS:Liabilities:$8.12
Prior EPS:Curr Liabilities:
Cash Flow/Oper:-$4.50Equity:$8.40
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a leading interactive, online grocery shopping and delivery company and a provider of targeted media and research services. Founded in 1989, Peapod believes it is the only company currently providing an integrated, comprehensive service designed to address the distinct needs of online consumers, grocery retailers and consumer goods companies. By attracting loyal consumers through its compelling online shopping system and personalized service, peapod opens a valuable new sales channel to its grocery retail partners and constructs a national online network designed to offer superior interactive media and research services to consumer goods companies. Peapod's proprietary technology, which has been developed and refined through the company's operating experience, provides the company a competitive advantage in serving the complex needs of consumers, retailers and consumer goods companies.

Use of Proceeds
The proceeds from the proposed offering will be used for working capital and other general corporate purposes including expansion into new markets and the development of new products and services.

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