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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: January 15, 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
1. SALE OF EQUITY SECURITIES
On December 31, 1998, Baan Company N.V. ("Baan Company") received a $75
million equity investment from Fletcher International Limited ("Fletcher")
pursuant to a Share Rights Agreement dated December 31, 1998 entered into
between Baan Company and Fletcher. The Agreement also provides for an additional
potential investment in Common Shares of up to $150 million.
Pursuant to the Agreement, Fletcher paid $75 million to Baan Company in
exchange for Common Shares that will be issued to Fletcher at its discretion at
any time during the period from August 1, 1999 through December 31, 2001. The
number of Common Shares issued, and the price per share, will generally be based
on Baan Company share prices prevailing during a 30-day period prior to issuance
of such shares. However, in any event, the price will not exceed $16.00 per
share, which results in a minimum issuance of approximately 5 million Common
Shares. The offer and sale of these securities were not registered under the
Securities Act of 1933, as amended (the "Securities Act"), in reliance upon the
exemption provided by Section 4(2) of the Securities Act.
Subject to certain terms, the Agreement also provides for an additional
equity investment of up to $150 million in Baan Company by Fletcher over the
next three years. For the nine months commencing October 1, 1999, Baan Company
has the right to require Fletcher to purchase up to $75 million worth of
additional Common Shares. To the extent that Baan Company has not fully
exercised its right, Fletcher has the right to purchase any unexercised portion
during the remaining term of the Agreement. Also commencing October 1, 1999,
Fletcher has the additional right to purchase another $75 million in Common
Shares. The number of Common Shares issued and the price per share will also be
determined as described above.
The proceeds from the equity investment will be used by Baan Company for
working capital purposes.
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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
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Robert Goudie
Senior Vice President, General Counsel and
Secretary to the Board of Directors
Date: January 15, 1999
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