UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 18
to
SCHEDULE TO
TENDER OFFER STATEMENT
Under Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934
and
AMENDMENT NO. 17
to
SCHEDULE 13D
under the Securities Exchange Act of 1934
BAAN COMPANY N.V.
(Name of Subject Company (Issuer))
INVENSYS HOLDINGS LIMITED (Offeror)
INVENSYS B.V.
INVENSYS HOLDINGS B.V. and
INVENSYS PLC
(Name of Filing Persons)
Common Shares, par value NLG 0.06 per share
(Title of Class of Securities)
NO 8044 10 4
(CUSIP Number)
James C. Bays
Invensys plc
Invensys House
Carlisle Place
London SW1P1BX United Kingdom
44 20 7834 3848
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Sanford Krieger
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, NY 10004-1980
CALCULATION OF FILING FEE
Transaction Not Applicable Amount Of Filing Not Applicable
Valuation Fee
[ ] CHECK THE BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE
0-11(a)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS
PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION
STATEMENT NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.
Amount Previously Paid: Not applicable
Form or Registration No.: Not applicable
Filing Party: Not applicable
Date Filed: Not applicable
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[X] amendment to Schedule 13D under Rule 13d-2.
[ ] Check the following box if the filing is a final amendment reporting
the results of the tender offer:
<PAGE>
SCHEDULE 13D
CUSIP No. 8044 104
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
INVENSYS PLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC/BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 193,365,064
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
193,365,064
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
193,365,064
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW* (11)
72.3%
14 TYPE OF REPORTING PERSON 00 (public limited company organized under
the laws of England and Wales)
* Based on 267,338,018 Common Shares of Baan Company N.V.
outstanding.
<PAGE>
SCHEDULE 13D
CUSIP No. 8044 104
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
INVENSYS HOLDINGS LIMITED
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC/BK/AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 193,365,064
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
193,365,064
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
193,365,064
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW* (11)
72.3%
14 TYPE OF REPORTING PERSON 00 (public limited company organized under
the laws of England and Wales)
* Based on 267,338,018 Common Shares of Baan Company N.V.
outstanding.
<PAGE>
AMENDMENT NO. 17 TO SCHEDULE 13D
This Amendment No. 17 to Schedule 13D supplements, amends and
restates information contained in the Schedule 13D originally filed on June
9, 2000 as amended (the "Schedule 13D"), by the Reporting Persons (as
defined therein).
Capitalized terms used in this Amendment No. 17 to Schedule 13D,
but not otherwise defined, have the meanings ascribed to them in the
Schedule 13D.
Schedule 13D is supplemented and amended by this Amendment No. 17
as follows:
Item 4: Purpose of the Transaction
Item 4 is hereby amended and supplemented to add the following
information following the last paragraph of item 4:
In a press release dated August 18, 2000, the Company announced
that at its August 18, 2000 extraordinary general meeting of shareholders,
the Company shareholders approved the sale of all of the Company's business
and assets to a subsidiary of Parent. Upon the completion of the asset
sale, Offeror will assume all of the Company's liabilities. The parties
expect to complete the sale in September 2000. At the August 18th meeting,
the Company shareholders also approved the appointment of each of the
Company's nominees for the Board of Supervising Directors and the Board of
Managing Directors.
A copy of the August 18, 2000 press release is attached hereto as
an exhibit to this Schedule 13D and is incorporated herein by reference.
<PAGE>
AMENDMENT NO. 18 TO SCHEDULE TO 13D
This Tender offer Statement Amendment No. 18 on Schedule TO
("Amendment No. 18") relates to an offer by Invensys Holdings Limited
("Offeror"), a private limited company organized under the laws of England
and Wales and an indirect wholly owned subsidiary of Invensys plc
("Parent"), a public limited company organized under the laws of England
and Wales to purchase any and all outstanding common shares par value NLG
0.06 of Baan Company N.V. (the "Company"), a corporation organized under the
laws of The Netherlands at a price of Euro 2.85 per share, net to the
seller in cash, without interest, upon the terms and subject to the
conditions set forth in the offer to Purchase dated June 14, 2000 ("Offer
to Purchase").
On May 31, 2000, Parent on behalf of itself and Invensys B.V.
i.o. and Invensys Holdings B.V. i.o. (two subsidiaries then intended to be
formed, the "Contemplated Subsidiaries") entered into an offer agreement
with the Company. Subsequent to entering into such offer agreement, Parent,
on behalf of the Contemplated Subsidiaries, assigned the rights and
obligations of the Contemplated Subsidiaries under the offer agreement to
Offeror.
This Amendment No. 18 supplements, amends and restates
information contained in the Tender Offer Statement on Schedule TO
originally filed on June 14, 2000, as amended.
Section 12 of the Offer to Purchase is hereby amended and
supplemented to add the following information to the end of the last
paragraph under the caption "Plans for the Company" of Section 12:
In a press release dated August 18, 2000, the Company announced
that at its August 18, 2000 extraordinary general meeting of shareholders,
the Company shareholders approved the sale of all of the Company's business
and assets to a subsidiary of Parent. Upon the completion of the asset
sale, Offeror will assume all of the Company's liabilities. The parties
expect to complete the sale in September 2000. At the August 18th meeting,
the Company shareholders also approved the appointment of each of the
Company's nominees for the Board of Supervising Directors and the Board of
Managing Directors.
A copy of the August 18, 2000 press release is attached hereto as
an exhibit to the Schedule TO of which this Offer to Purchase is a part and
is incorporated herein by reference.
Item 12: Materials Filed as Exhibits
Exhibit Number Title
-------------- -----
(a)(5)(i) Press Release Dated August 18, 2000
<PAGE>
SIGNATURES
After due 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.
Dated: August 21, 2000
INVENSYS HOLDINGS LIMITED
By: /s/James C. Bays
-------------------------------------
Name: James C. Bays
Title: Director
INVENSYS PLC, on behalf of itself and of
INVENSYS B.V.i.o. and INVENSYS
HOLDINGS B.V.i.o.
By: /s/James C. Bays
-------------------------------------
Name: James C. Bays
Title: Attorney-in-fact
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