As filed with the Securities and Exchange Commission on June 29, 2000
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
Amendment No. 2
Solicitation/Recommendation Statement
Under Section 14(D)(4) of the
Securities Exchange Act of 1934
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BAAN COMPANY N.V.
(Name of Subject Company)
BAAN COMPANY N.V.
(Name of Person Filing Statement)
COMMON SHARES, PAR VALUE NLG 0.06 PER SHARE
(Title of Class of Securities)
N08044104
(CUSIP Number of Class of Securities)
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Robert Ruijter
Baan Company N.V.
Baron van Nagellstraat 89
3771 LK Barneveld
The Netherlands
011-31-342-42-8888
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person filing Statement)
With copies to:
Robert E. Goudie, Esq. Robert B. Schumer, Esq.
Senior Vice President, John C. Kennedy, Esq.
General Counsel and Secretary Paul, Weiss, Rifkind, Wharton & Garrison
Baan Company N.V. 1285 Avenue of the Americas
2191 Fox Mill Road, Suite 500 New York, New York 10019-6064
Herndon, Virginia 20171 (212) 373-3000
(703) 234-6000
o Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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<PAGE>
The purpose of this amendment is to file additional exhibits to the
Schedule 14D-9 filed on June 14, 2000.
Item 9. Exhibits.
(a)(1)* Letter to Shareholders dated June 14, 2000.
(a)(2)* Press Release dated May 31, 2000 (incorporated by
reference to the Company's Current Report on Form
6-K, dated June 6, 2000).
(b)(1)* Offer Agreement, dated as of May 31, 2000, by and
between Parent and the Company (incorporated by
reference to Parent's Statement of Beneficial
Ownership on Schedule 13D, dated June 9, 2000).
(b)(2)* Assignment and Assumption Agreement, dated as of June
2, 2000 by and among Parent, Offeror and certain
other parties (incorporated by reference to the
Schedule TO).
(b)(3)* Share Purchase Agreement, dated as of May 31, 2000,
by and between Parent and Mr. Jan Baan (incorporated
by reference to Parent's Statement of Beneficial
Ownership on Schedule 13D, dated June 9, 2000).
(b)(4)* Share Purchase Agreement, dated as of May 31, 2000,
by and between Parent and Stichting Oikonomos
(incorporated by reference to Parent's Statement of
Beneficial Ownership on Schedule 13D, dated June 9,
2000).
(b)(5)* Share Purchase Agreement, dated as of May 31, 2000,
by and between Parent and Vanenburg Group B.V. and
Amendment Agreement, dated as of June 2, 2000, by and
between the same parties (incorporated by reference
to Parent's Statement of Beneficial Ownership on
Schedule 13D, dated June 9, 2000).
(b)(6)* Share Purchase Agreement, dated as of May 31, 2000,
by and among Parent and General Atlantic Partners II,
L.P., General Atlantic Partners V, L.P., General
Atlantic Partners 10, L.P. and GAP Coinvestment
Partners, L.P. (incorporated by reference to Parent's
Statement of Beneficial Ownership on Schedule 13D,
dated June 9, 2000).
(b)(7)* Termination and Standstill Agreement, dated as of May
29, 2000, by and between the Company and Fletcher
International Limited (incorporated by reference to
Parent's Statement of Beneficial Ownership on
Schedule 13D, dated June 9, 2000).
<PAGE>
(b)(8)* Assignment and Assumption Agreement, dated as of May
31, 2000, by and between the Company and Parent
(incorporated by reference to Parent's Statement of
Beneficial Ownership on Schedule 13D, dated June 9,
2000).
(c)(1)* Share Rights Agreement, dated as of December 31,
1998, between the Company and Fletcher (incorporated
by reference to the Company's Annual Report on Form
20-F with respect to the year ended December 31,
1998).
(c)(2)* Amendment to the Share Rights Agreement, dated as of
November 24, 1999, between the Company and Fletcher.
(d)* Fairness opinion of Lazard, dated May 30, 2000.
(e)* Shareholders' Informational Meeting Materials, dated
June 14, 2000 (incorporated by reference to the
Company's Statement on Schedule 14D-9, dated June 9,
2000).
(f)** Script for Extraordinary General Meeting of
Shareholders, held on June 29, 2000.
(g)** Slides used in the Company's presentation made at the
Extraordinary General Meeting of Shareholders on June
29, 2000.
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* Filed previously
** Filed herewith
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<PAGE>
Signature
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.
BAAN COMPANY N.V.
By: /s/ Robert Goudie
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Name: Robert Goudie
Title: Senior Vice President, General
Counsel and Secretary
Dated: June 29, 2000
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