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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
Date of Report: March 31, 1999
BAAN COMPANY N.V.
Baron van Nagellstraat 89
3770 AC Barneveld
The Netherlands
and
11911 Freedom Drive, Suite 300
Reston, Virginia USA 20190
(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 [ ]
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]
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
Baan Company N.V., a corporation incorporated under the laws of the
Netherlands ("Baan Company"), issued a press release dated March 23, 1999 (the
"Press Release") announcing certain management appointments; including the
appointment of James F. Mooney to the position of Chief Financial Officer.
The Press Release is attached as Exhibit 99.1 to this Report on Form 6-K
and is incorporated by reference herein. The foregoing summary of the Press
Release is qualified in its entirety by reference to the Press Release.
Any statements contained in the Press Release that are not historical facts
are forward-looking statements. In particular, statements using the words
"will," "plans," "expects," "believes," "anticipates," or like terms are by
their nature predictions based upon current plans, expectations, estimates, and
assumptions. These statements are subject to a number of risks and uncertainties
that could significantly affect outcomes, which may differ materially from the
expectations, estimates, or assumptions expressed in or implied by any such
forward-looking statements. Specific risks applicable to such forward-looking
statements include risks associated with the failure to conclude any proposed
agreement and/or changing conditions in the marketplace. Other risks and
uncertainties associated with the businesses of Baan Company may be reviewed in
Baan Company's public filings, including Baan Company's Report on Form 6-K for
its fiscal quarter ended June 30, 1998 and Baan Company's Report on Form 20-F
for 1997. Those documents are publicly on file with the U.S. Securities and
Exchange Commission.
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EXHIBIT NO. DESCRIPTION
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99.1 Press Release of Baan Company N.V. March 23, 1999.
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SIGNATURES
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.
By: /s/ Robert Goudie
------------------------------------------
Robert Goudie
Senior Vice President, General Counsel and
Secretary to the Board of Directors
Date: March 31, 1999
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EXHIBIT INDEX
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Exhibit No. Description
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<S> <C>
99.1 Press Release of Baan Company N.V. dated March 23, 1999.
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EXHIBIT 99.1
Press Release
1. ANNOUNCEMENT OF NEW MANAGEMENT APPOINTMENTS
Baan Company Announces New Management Appointments
Jim Mooney Becomes CFO; Klaas Wagenaar Moves to Operational Role
BARNEVELD, The Netherlands and RESTON, Va., March 23-- Baan Company N.V. (ASE:
BAAN; Nasdaq: BAANF), a leading global provider of business software, today
announced the appointment of James F. Mooney to the position of Chief Financial
Officer (CFO) and Klaas Wagenaar, the current CFO, as Executive Vice President,
Operational and Strategic Initiatives. Prior to joining Baan Company, Mr. Mooney
was with IBM Corporation in Armonk, New York, USA, where he most recently held
the title of Vice President and Chief Financial Officer, Americas. During his
19-year career with IBM, Mr. Mooney played a critical role in driving
profitability and enhancing margins in key operating areas throughout the
company; and he was directly involved in reengineering IBM's business over the
last 5 years, with primary focus on substantially growing IBM's strategic
reseller network and growing the services side of the business. It is expected
Mr. Mooney will add the same critical drive for revenue growth and enhanced
earnings within the Baan Company, as well as further strengthening the
robustness and responsiveness of the worldwide finance organization. In addition
to his responsibilities as CFO, where he will report to Baan Chairman and CEO
Tom Tinsley, Mr. Mooney is expected to be nominated to serve on Baan Company's
Management Board (subject to shareholder approval).
"Jim Mooney brings to Baan Company an impressive mix of strategic financial
management skills, international experience and process focus to grow
businesses," said Tinsley. "His appointment is an endorsement of Baan Company's
ability to attract top management players in a highly competitive marketplace."
Mooney succeeds Klaas Wagenaar, who will move to the role of Executive Vice
President, Operational and Strategic Initiatives, reporting to Company President
Mary Coleman. Mr. Wagenaar will coordinate the continuing realignment of the
business along functional lines, and serve as the link between the regional and
country operations, and the global functions. He will also be responsible for
creating a more centralized corporate infrastructure, and he will work with the
Management Board in identifying and driving key strategic partnerships and
initiatives for the Company. Mr. Wagenaar is also expected to be nominated to
the Management Board.
"When Klaas assumed the CFO position in the fall of `97, it was with the
understanding that he would eventually transition to a full-time operational
role," said Tinsley. "Given Klaas's role in the company over the last year and a
half, he has tremendous visibility into the Company's operational needs, as well
as its strengths. This new position will provide Klaas a strong platform to
improve our operational effectiveness on a global basis, and will result in
stronger operational controls going forward."
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About Baan Company
Founded in 1978, Baan Company (ASE: BAAN; Nasdaq: BAANF) is a leading provider
of enterprise business software. Baan Company's comprehensive package of
best-in-class, component-based applications for front office, corporate office
and back-office automation are in use at approximately 12,000 customer sites
worldwide. Baan Company's products reduce complexity, improve core business
processes, are faster to implement and use, are more flexible than our
competitors' in adapting to business changes, and optimize the management of
information throughout the entire value chain.
Baan Company has dual headquarters in Barneveld, The Netherlands and Reston,
Virginia, USA and can be found on the World Wide Web at www.baan.com.
