UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 19 (Final Amendment)
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. 18
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
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Transaction Valuation* Not Applicable Amount Of Filing Fee Not Applicable
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| | 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: |X|
<PAGE>
AMENDMENT NO. 19 TO SCHEDULE TO
AND AMENDMENT NO. 18 TO SCHEDULE 13D
This Tender offer Statement Amendment No. 19 on Schedule TO
("Amendment No. 19") and Amendment No. 18 to Schedule 13D ("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, 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. 19 and Amendment No. 18 supplements and amends
information contained in the Tender Offer Statement on Schedule TO
originally filed on June 14, 2000, as amended and in the Schedule 13D
originally filed on June 9, 2000, as amended.
Section 1 of the Offer to Purchase and Item 4 of the Schedule 13D
are hereby amended and supplemented to add the following information
thereto:
On Tuesday, August 29, 2000, the Subsequent Offering Period
expired. Based on the information provided by the Depositaries,
approximately 22,540,420 Shares (including approximately 1,057,251 Shares
by guaranteed delivery) were validly tendered during the Subsequent
Offering Period. In aggregate, Offeror has acquired an aggregate of
approximately 148,743,608 Shares in the Offer (including shares delivered
by guaranteed delivery), comprised of 126,203,188 Shares that were tendered
in the initial offering period and 22,540,420 Shares that were tendered in
the Subsequent Offering Period. The Shares acquired in the Offer, together
with Shares otherwise acquired by Offeror, give Offeror present beneficial
ownership of approximately 215,062,544 Shares, or approximately 80.4% of
the total Shares outstanding.
Item 12: Materials Filed as Exhibits
Schedule 13D Schedule TO
Exhibit Exhibit Number Title
------------ -------------- -----
L (a)(5)(i) Press Release Dated
August 30, 2000
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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 30, 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
