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CUSIP No. N08044-10-4 Page 1 of 5 Pages
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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. 2)*
Baan Company N.V.
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(NAME OF ISSUER)
Common Shares
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(TITLE OF CLASS OF SECURITIES)
N08044-10-4
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(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).
SEC 1745 (2-95)
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CUSIP NO. N08044-10-4 13G PAGE 2 OF 5 PAGES
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Baan Investment B.V.
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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) CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
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SOLE VOTING POWER
NUMBER OF 0
SHARES (5)
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BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
SHARED VOTING POWER
(6) 75,577,960
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SOLE DISPOSITIVE POWER
(7) 0
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SHARED DISPOSITIVE POWER
(8) 75,577,960
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
75,577,960
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
39.02%
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(12) TYPE OF REPORTING PERSON*
00
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*SEE INSTRUCTION BEFORE FILLING OUT
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CUSIP No. N08044-10-4 Page 3 of 5 Pages
ITEM 1.
(a) Name of Issuer
BAAN COMPANY N.V.
(b) Address of Issuer's Principal Executive Offices
BARON VAN NAGELLSTRAAT 89
3371 LK BARNEVELD
P.O. BOX 143
3770 AC BARNEVELD
THE NETHERLANDS
ITEM 2.
(a) Name of Person Filing
BAAN INVESTMENT B.V.
(b) Address of Principal Business Office or, if none, Residence
BARON VAN NAGELLSTRAAT 89
3371 LK BARNEVELD
P.O. BOX 143
3770 AC BARNEVELD
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
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned
75,577,960
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CUSIP No. N08044-10-4 Page 4 of 5 Pages
(b) Percent of Class
39.02%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 0
(ii) shared power to vote or to direct the vote 75,577,960
(iii) sole power to dispose or direct the disposition of 0
(iv) shared power to dispose or direct the disposition of 75,577,960
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 B.V. and
the Share Administration Foundation. Jan Baan and J.G. Paul Baan are the
managing directors of Baan Investment B.V. 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 B.V. All of the shares of Baan Investment B.V. are held by the
Share Administration Foundation, which therefore has the right to vote all the
shares of Baan Investment B.V. In exchange for the acquisition of shares in Baan
Investment B.V. 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 B.V. 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 B.V. Jan Baan and J.G. Paul Baan, as managing directors of
Baan Investment B.V. and directors of the Share Administration Foundation,
effectively retain voting control of these shares of the Issuer. The ability of
Baan Investment B.V. 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 754,644 shares which
represent shares issuable upon the exercise of options that are vested and
exercisable as of sixty days following December 31, 1997.
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CUSIP No. N08044-10-4 Page 5 of 5 Pages
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.
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.
February 13, 1998
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Date
/s/ Paul Timmer
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Signature
Paul Timmer, General Counsel
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Name/Title
