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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO RULE 135(c)
OF THE SECURITIES ACT OF 1933
BAAN COMPANY N.V.
Zonncoordlaan 17
6710 BG Ede
The Netherlands
and
4600 Bohannon Drive
Menlo Park, California 94025 USA
(Addresses of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F
Form 20-F X Form 40-F
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b):
82- N.A.
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BAAN COMPANY N.V.
Form 6-K
TABLE OF CONTENTS
Page
News Release of the Baan Company N.V.
dated as of December 11, 1996
News Release of the Baan Company N.V.
dated as of December 12, 1996
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NEWS RELEASE
[BAAN LETTERHEAD]
FOR IMMEDIATE RELEASE
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At The Baan Company At The Financial Relations Board
Esther de Haan Ann Trunko (general information)
+31.341.375505 Sue Dooley (analyst contact)
+1.415.986.1591
BAAN COMPANY ANNOUNCES OFFERING OF CONVERTIBLE
SUBORDINATED NOTES
MENLO PARK, CA, USA and EDE, THE NETHERLANDS - DECEMBER 11, 1996 - Baan Company
N.V. (Nasdaq: BAANF; ASE: BAAN) today announced that it intends, subject to
market and other conditions, to issue approximately $160 million of convertible
subordinated notes (excluding notes issued pursuant to the overallotment
option, if any) in an offering to qualified institutional investors in the
United States and to investors outside the United States. The notes are
expected to be listed on the PORTAL Market and the Amsterdam Stock Exchange.
The company stated that the net proceeds of the offering will be used
principally for general corporate purposes, including working capital. It is
contemplated that the notes will be convertible into Baan common shares and
will have a five-year term. No other terms were disclosed.
The securities to be offered will not be registered under the United States
Securities Act of 1933, as amended, of applicable United States state
securities laws, and may not be offered or sold in the United States absent
registration under the Securities Act and applicable state securities laws or
available exemptions from the registration requirements.
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[BAAN COMPANY LETTERHEAD]
NEWS RELEASE
At The Baan Company At The Financial Relations Board
Esther de Haan Ann Trunko (general information)
+31.341.375505 Sue Dooley (analyst contact)
+1.415.986.1591
BAAN COMPANY ANNOUNCES PRICING OF $175M CONVERTIBLE
SUBORDINATED NOTES OFFERING
MENLO PARK, CA, USA and EDE, THE NETHERLANDS - DECEMBER 12, 1996 - Baan Company
N.V. (Nasdaq: BANNF; ASE: BAAN) today announced that it priced its $175 million
of convertible subordinated notes due 2001 (excluding notes issuable pursuant
to the overallotment option, if any) sold in an offering to qualified
institutional investors in the United States and to investors outside the
United States. The transaction is expected to close on December 23, 1996,
subject to customary closing conditions.
The notes are expected to be listed on the Amsterdam Stock Exchange and
to be traded under Rule 144A in the United States on the PORTAL Market.
The notes will have a 4.50% coupon, will be convertible into common
stock of the Company at $44 per share and will have a five-year term. The
company has granted the initial purchasers an option for 30 days to purchase up
to $26.25 million of notes to cover overallotments, if any.
The principal purpose of the offering is to increase the Company's
capital base and financial flexibility. The Company stated that the net
proceeds of the offering will be used principally for working capital and other
general corporate purposes, including continued expansion of international
operations, greater levels of research and development, enhancement of
distribution and resale channels, and broadening of customer support
capabilities. In addition, a portion of the net proceeds may be used to acquire
complementary businesses, products or technologies.
-MORE-
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BAAN COMPANY
ADD ONE
The securities to be offered will not be registered under the United States
Securities Act of 1933, as amended, or applicable United States state
securities laws, and may not be offered or sold in the United States absent
registration under the Securities Act and applicable state securities laws or
available exemptions from the registration requirements.
For more information on Baan Company at no cost, please call (800) PRO-INFO.
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SIGNATURE:
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BAAN COMPANY N.V.
Date: January 8, 1997 By: /s/ W. H. Heijting
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W. H. Heijting
Secretary to the Board
and General Counsel
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