UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 14
to
SCHEDULE TO
TENDER OFFER STATEMENT
Under Section 14(d)(1) or 13(e)(1) of
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
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Transaction Valuation* Not Applicable Amount Of Filing Fee Not Applicable
</TABLE>
| | 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.
[ ] 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>
AMENDMENT NO. 14 TO SCHEDULE TO
This Tender offer Statement Amendment No. 14 on Schedule TO
("Amendment No. 14") 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, as
amended (the "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. 14 supplements and amends information
contained in the Tender Offer Statement on Schedule TO originally filed on
June 14, 2000, as amended.
Section 8 of the Offer to Purchase is hereby amended and
supplemented to add the following information immediately following the
table containing balance sheet data for December 31, 1995, 1996, 1997, 1998
and 1999:
In a press release dated July 17, 2000, the Company announced the
filing of its Annual Report on Form 20-F and the release of its audited
financial statements for the year ended December 31, 1999. The press
release notes that the Company's audited financial statements reflect
adjustments to the information contained in the Company's February 3, 2000
earnings release, which information is included above in this Offer to
Purchase. A summary of the adjustments is contained in the Company's press
release. A copy of the 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. Copies of the Company's Form 20-F and
audited financial statements are available on the Company's World Wide Web
site on the Internet at www.baan.com and the SEC's World Wide Web site on
the Internet at www.sec.gov.
Item 12: Materials Filed as Exhibits
Exhibit Number Title
-------------- -----
(a)(5)(i) Press Release Dated July 17, 2000
(a)(5)(ii) Text of Summary Advertisement published
in The Netherlands from July 18, 2000
onwards (English translation)
<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: July 19, 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
