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FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-24201
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PROSPECTUS SUPPLEMENT NUMBER TWO (TO THE PROSPECTUS DATED MAY 21, 1997 AS
SUPPLEMENTED BY PROSPECTUS SUPPLEMENT NUMBER ONE DATED JULY 25, 1997)
$113,550,000
BAAN COMPANY N.V.
4.5% CONVERTIBLE SUBORDINATED NOTES DUE 2001
This Prospectus Supplement of Baan Company N.V. ("Baan" or the "Company")
supplements information contained in the Company's Prospectus dated May 21, 1997
(as supplemented, the "Prospectus") relating to the potential sales from time to
time of up to $113,550,000 aggregate principal amount of 4.5% Convertible
Subordinated Notes due 2001 (the "Registrable Notes") which were originally sold
by the Company in December 1996 and January 1997 (the "Original Offering") in
transactions exempt from the registration requirements of the Securities Act, to
persons reasonably believed by Deutsche Morgan Grenfell Inc., as the initial
purchaser (the "Initial Purchaser") of the Registrable Notes, to be "qualified
institutional buyers" (as defined by Rule 144A under the Securities Act of 1933,
as amended (the "Securities Act"), or other institutional "accredited investors"
(as defined in Rule 501(a)(1), (2), (3) or (7) under Regulation D of the
Securities Act) and the shares of the Company's common stock, par value NLG .01
per share ("Common Stock") issuable upon conversion of the Registrable Notes. An
additional $86,450,000 aggregate principal amount of 4.5% Convertible
Subordinated Notes due 2001 (the "Bearer Notes") were issued by the Company in
the Original Offering and sold by the Initial Purchaser in compliance with the
provisions of Regulation S under the Securities Act (the Registrable Notes and
Bearer Notes are collectively referred to as the "Notes"). The Registrable Notes
and the Common Stock issuable upon conversion thereof may be offered and sold by
the holders named in this Prospectus Supplement or by holders named from time to
time in one or more additional supplements to the Prospectus or by their
transferees, pledgees, donees or their successors (collectively, the "Selling
Holders").
The Registrable Notes are convertible into shares of Common Stock at any
time prior to the close of business on December 15, 2001, the maturity date of
the Notes, unless previously redeemed or repurchased, at a conversion price of
$44.00 per share (equivalent to a conversion rate of 22.73 shares per $1,000
principal amount of Registrable Notes), subject to adjustment in certain events.
On August 27, 1997, the closing price of the Common Stock, which is listed on
the Nasdaq National Market under the symbol "BAANF," was $62 3/4 per share.
The Registrable Notes and the Common Stock issuable upon conversion of the
Registrable Notes may be sold by the Selling Holders from time to time directly
to purchasers or through agents, underwriters or dealers. See "Selling Holders"
and "Plan of Distribution." If required, the names of any such agents or
underwriters involved in the sale of the Registrable Notes and the Common Stock
issuable upon conversion of the Registrable Notes in respect of which this
Prospectus is being delivered and the applicable agent's commission, dealer's
purchase price or underwriter's discount, if any, will be set forth in an
accompanying supplement to the Prospectus.
The Selling Holders will receive all of the net proceeds from the sale of
the Registrable Notes and the Common Stock issuable upon conversion of the
Registrable Notes and will pay all underwriting discounts and selling
commissions, if any, applicable to the sale of the Registrable Notes and the
Common Stock issuable upon conversion of the Registrable Notes. The Company is
responsible for payment of all other expenses incident to the offer and sale of
the Registrable Notes and the Common Stock issuable upon conversion of the
Registrable Notes.
The Selling Holders and any broker-dealers, agents or underwriters which
participate in the distribution of the Registrable Notes and the Common Stock
issuable upon conversion of the Registrable Notes may be deemed to be
"underwriters" within the meaning of the Securities Act, and any commission
received by them and any profit on the resale of the Registrable Notes and
Common Stock issuable upon conversion of the Registrable Notes purchased by them
may be deemed to be underwriting commissions or discounts under the Securities
Act. See "Plan of Distribution" for a description of indemnification
arrangements.
The Registration Statement of which this Prospectus Supplement is a part
has been filed with the Securities and Exchange Commission pursuant to a
registration rights agreement dated as of December 15, 1996 (the "Registration
Rights Agreement") between the Company and the Initial Purchaser, entered into
in connection with the Original Offering.
FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY INVESTORS
IN EVALUATING AN INVESTMENT IN THE SECURITIES OFFERED HEREBY, SEE "RISK FACTORS"
ON PAGE 8.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS SUPPLEMENT NUMBER TWO IS AUGUST 29, 1997
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SELLING HOLDERS
The Registrable Notes were originally issued by the Company and sold by
Deutsche Morgan Grenfell Inc. (the "Initial Purchaser"), in transactions exempt
from the registration requirements of the Securities Act, to persons reasonably
believed by such Underwriters to be "qualified institutional buyers" (as defined
in Rule 144A under the Securities Act), to a limited number of institutional
investors that are accredited investors within the meaning of Rule 501(a) of the
Securities Act. The Selling Holders may from time to time offer and sell
pursuant to the Prospectus any or all of the Registrable Notes and Common Shares
issued upon conversion of the Registrable Notes. The term Selling Holder
includes the holders listed herein and in any additional Prospectus Supplement
and the beneficial owners of the Registrable Notes and their transferees,
pledgees, donees or other successors. Any such additional Prospectus Supplement
will contain certain information with respect to the Selling Holders and the
respective aggregate principal amount of Registrable Notes beneficially owned by
each Selling Holder that may be offered pursuant to the Prospectus. Such
information will be obtained from the Selling Holders.
The following table supplements the information set forth in the Prospectus
under the caption "Selling Holders" and sets forth, as of a recent practicable
date, certain information with respect to the Selling Holders and the respective
principal amounts of Registrable Notes and the Common Shares issuable upon
conversion of the Registrable Notes beneficially owned by each Selling Holder
that may be offered pursuant to the Prospectus. Such information has been
obtained from the Selling Holders.
<TABLE>
<CAPTION>
COMMON SHARES
PRINCIPAL PRINCIPAL OWNED PRIOR COMMON SHARES
AMOUNT OF NOTES AMOUNT OF NOTES TO OFFERED
NAME OF SELLING HOLDER OWNED OFFERED HEREBY OFFERING(1) HEREBY(2)
- -------------------------------------------- --------------- --------------- ------------- -------------
<S> <C> <C> <C> <C>
DB Custody & Co.(3)......................... 7,215,000 7,215,000 197,437 163,977
Deutsche Morgan Grenfell, Inc.(3)(4)........ 7,028,000 7,028,000 743,263 159,727
Q Investments, L.P.......................... 4,000,000 4,000,000 90,909 90,909
</TABLE>
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(1) Includes Common Shares as to which the Selling Holder has sole or shared
voting or investment power and Common Shares issuable pursuant to options
and/or warrants exercisable within the next 60 days. Also includes the
Common Shares into which the Notes held by such Selling Holder are
convertible at the initial conversion rate. The conversion rate and the
number of Common Shares issuable upon conversion of the Notes are subject to
adjustment under certain circumstances. Accordingly, the number of Common
Shares issuable upon conversion of the Notes may increase or decrease from
time to time.
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(2) Assumes conversion into Common Shares of the full amount of Notes held by
the Selling Holder at the initial conversion rate and the offering of such
shares by such Selling Holder pursuant to the Registration Statement of
which the Prospectus forms a part. The conversion rate and the number of
Common Shares issuable upon conversion of the Notes is subject to adjustment
under certain circumstances. Accordingly, the number of Common Shares
issuable upon conversion of the Notes may increase or decrease from time to
time. Fractional shares will not be issued upon conversion of the Notes;
rather, cash will be paid in lieu of fractional shares, if any.
(3) Deutsche Morgan Grenfell Inc. and certain of its affiliates ("Deutsche
Morgan Grenfell"), has in the past provided to the Company and/or its
affiliates investment banking and/or investment advisory services including
acting as lead Initial Purchaser in the Original Offering. In each case,
Deutsche Morgan Grenfell has received only customary fees in connection with
the provision of such services. DB Custody & Co. is affiliated with Deutsche
Morgan Grenfell.
(4) Deutsche Morgan Grenfell has been listed as a Selling Holder of $23,898,000
principal amount of Registrable Notes and Common Stock issuable upon
conversion of the Registrable Notes in Supplement Number One, dated July 25,
1997. Deutsche Morgan Grenfell is hereby listed as the Selling Holder of an
additional $7,028,000 principal amount of Registrable Notes and Common Stock
issuable upon conversion of the Registrable Notes.
Except for Deutsche Morgan Grenfell and certain of its affiliates (see
footnote (3) above), none of the named Selling Holders has, or within the past
three years has had, any position, office or other material relationship with
the Company or its affiliates. Because the Selling Holders may, pursuant to the
Prospectus, offer all or some portion of the Notes or the Common Shares issuable
upon conversion of the Notes, no estimate can be given as to the principal
amount of the Notes or the number of Common Shares issuable upon conversion of
the Notes that will be held by the Selling Holders upon termination of any such
sales. In addition, the Selling Holders identified above may have sold,
transferred or otherwise disposed of all or a portion of their Notes, since the
date on which they provided the information regarding their holdings of Notes,
in transactions exempt from the registration requirements of the Securities Act.
Selling Holders that wish to transfer pursuant to the Registration Statement of
which the Prospectus forms a part the Notes or Common Shares issuable upon
conversion of the Notes must complete and sign a Notice of Transfer Pursuant to
Registration Statement in substantially the form of Appendix A attached hereto.
Information concerning the Selling Holders may change from time to time and
any such changed information will be set forth in supplements to the Prospectus
if and when necessary. In addition, the per share conversion price, and,
therefore, the number of Common Shares issuable upon conversion of the Notes, is
subject to adjustment under certain circumstances. Accordingly, the number of
Common Shares issuable upon conversion thereof offered hereby may increase or
decrease.
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