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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ______________)*
Baan Company N.V.
(NAME OF ISSUER)
Common Shares
(TITLE OF CLASS OF SECURITIES)
N08044-10-4
(CUSIP NUMBER)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing of this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in 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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CUSIP NO. N08044-10-4 13G PAGE 2 OF 6 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Baan Investment B.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6 SHARED VOTING POWER
41,288,980
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
41,288,980
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
41,288,980
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
46.0%
12 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTION BEFORE FILLING OUT
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CUSIP No. N08044-10-4 Page 3 of 6 Pages
ITEM 1.
(a) Name of Issuer
BAAN COMPANY N.V.
(b) Address of Issuer's Principal Executive Offices
P.O. BOX 231
3880 AE PUTTEN
THE NETHERLANDS
ITEM 2.
(a) Name of Person Filing
BAAN INVESTMENT B.V.
(b) Address of Principal Business Office or, if none, Residence
P.O. BOX 231
3880 AE PUTTEN
THE NETHERLANDS
(c) Citizenship
A NETHERLANDS CORPORATION
(d) Title of Class of Securities
COMMON SHARES
(e) CUSIP Number
N08044-10-4
ITEM 3.
N/A
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CUSIP No. N08044-10-4 Page 4 of 6 Pages
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned
41,288,980
(b) Percent of Class
46.0%
(c) Number of shares as to which such person has:
<TABLE>
<S> <C>
(i) sole power to vote or to direct the vote 0
(ii) shared power to vote or to direct the vote 41,288,980
(iii) sole power to dispose or direct the disposition of 0
(iv) shared power to dispose or direct the disposition of 41,288,980
</TABLE>
ITEM 5. N/A
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Stichting Administratiekantoor Baan Investment, a share administration
foundation under the Netherlands law (the 'Share Administration Foundation'),
holds all of the shares of Baan Investment B.V. ('Baan Investment') and thereby
shares the power to vote the shares of Baan Investment. Oikonomos, a charitable
foundation established under Netherlands law (the 'Foundation'), holds the
economic interest in all of the shares of Baan Investment.
Jan Baan (who, through Jan Baan B.V., his respective personal holding
company under Netherlands law, is managing director of Baan Company N.V.) and
Johan George Paulus Baan ('J.G. Paul Baan') serve as the managing directors of
Baan Investment and as the directors of the Share Administration Foundation, and
thereby share the power to vote the shares of Baan Investment.
In November 1994, Jan Baan and J.G. Paul Baan established the
Foundation to carry out charitable activities throughout the world. In
establishing the Foundation, Jan Baan and J.G. Paul Baan desired to transfer the
economic value of their indirect (through Baan Brothers B.V. ('BBB'), formerly
named Baan Business B.V., formerly named Baan Barneveld Beheer B.V.) share
interests in the Issuer to the Foundation while retaining effective voting
control over such shares. In order to accomplish this, Messrs. Baan and Baan
established or caused to be established the Foundation, Baan Investment and the
Share Administration Foundation. Jan Baan and J.G. Paul Baan are the managing
directors of Baan Investment and the directors of the Share Administration
Foundation. Messrs. Baan and Baan transferred all of the shares in the Issuer
from BBB, a company beneficially owned and controlled by them, to Baan
Investment. All of the shares of Baan Investment are held by the Share
Administration Foundation, which therefore has the right to vote all the shares
of Baan Investment. In exchange
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CUSIP No. N08044-10-4 Page 5 of 6 Pages
for the acquisition of shares in Baan Investment by the Share Administration
Foundation, the Share Administration Foundation transferred to the Foundation
depositary receipts representing the economic interest in the shares of Baan
Investment. As a result, the Foundation now indirectly owns (through the Share
Administration Foundation and Baan Investment) 100% of the economic interest in
the shares of the Issuer held by Baan Investment. Jan Baan and J.G. Paul Baan,
as managing directors of Baan Investment and directors of the Share
Administration Foundation, effectively retain voting control of these shares of
the Issuer. The ability of Baan Investment to transfer the shares of the Issuer
is subject to certain approval rights of Baan Brothers B.V.)
Jan Baan and J.G. Paul Baan each beneficially own 325,990 shares which
represent shares issuable upon the exercise of options that are vested and
exercisable as of sixty days following December 31, 1996.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
N/A
ITEM 10.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such securities
and were not acquired in connection with or as a participant in any transaction
having such purposes or effect.
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CUSIP No. N08044-10-4 Page 6 of 6 Pages
February 11, 1997
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Date
/s/ J.G.P. Baan, Managing Director
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Signature
J.G.P. Baan, Managing Director
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Name/Title
