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OMB APPROVAL
OMB Number: 3235-0145
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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. 3)*
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)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
SEC 1745 (3-98)
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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
Vanenburg Ventures B.V. (formerly 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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5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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6 SHARED VOTING POWER
54,597,110
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7 SOLE DISPOSITIVE POWER
0
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8 SHARED DISPOSITIVE POWER
54,597,110
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
54,597,110
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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
26.6%
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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
VANENBURG VENTURES B.V. (FORMERLY 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
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CUSIP No. N08044-10-4 Page 4 of 5 Pages
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned
54,597,110
(b) Percent of Class
26.6%
(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 54,597,110
(iii) sole power to dispose or direct the disposition of 0
(iv) shared power to dispose or direct the disposition of 54,597,110
</TABLE>
ITEM 5. N/A
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Stichting Administratiekantoor Vanenburg Ventures, a share
administration foundation under the Netherlands law (the 'Share Administration
Foundation'), holds all of the shares of Vanenburg Ventures B.V. (formerly Baan
Investment B.V.) ('Vanenburg') and thereby shares the power to vote the shares
of Vanenburg. Oikonomos, a charitable foundation established under Netherlands
law (the 'Foundation'), holds the economic interest in all of the shares of
Vanenburg.
Jan Baan and Johan George Paulus Baan ('J.G. Paul Baan') serve as the
directors of the Share Administration Foundation, and thereby share the power to
vote the shares of Vanenburg.
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,Vanenburg and 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
Vanenburg. All of the shares of Vanenburg are held by the Share Administration
Foundation, which therefore has the right to vote all the shares of Vanenburg.
In exchange for the acquisition of shares in Vanenburg by the Share
Administration Foundation, the Share Administration Foundation transferred to
the Foundation depositary receipts representing the economic interest
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CUSIP No. N08044-10-4 Page 5 of 5 Pages
in the shares of Vanenburg. As a result, the Foundation now indirectly owns
(through the Share Administration Foundation and Vanenburg) 100% of the economic
interest in the shares of the Issuer held by Vanenburg. Jan Baan and J.G. Paul
Baan, as directors of the Share Administration Foundation, effectively retain
voting control of these shares of the Issuer. The ability of Vanenburg 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 1,142,312 shares,
which includes 774,312 shares issuable upon the exercise of options that are
vested and exercisable as of sixty days following December 31, 1998.
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 and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of such securities and were not acquired and are not held 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 16, 1999
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Date
/s/ Paul Timmer
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Signature
Paul Timmer, General Counsel
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Name/Title
