<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
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. 2
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>
<S> <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.
|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> 2
CUSIP No. NO 8044 10 4
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON INVENSYS PLC
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
7 SOLE VOTING POWER
0
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING 8 SHARED VOTING POWER
PERSON WITH
46,361,413
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
46,361,413
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 46,361,413
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW* (11) 17.3%
14 TYPE OF REPORTING PERSON OO (public limited company organized under the
laws of England and Wales)
* Based on 267,337,252 common shares of Baan Company N.V. outstanding.
</TABLE>
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<PAGE> 3
CUSIP No. NO 8044 10 4
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON INVENSYS HOLDINGS LIMITED
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
7 SOLE VOTING POWER
0
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING 8 SHARED VOTING POWER
PERSON WITH 46,361,413
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
46,361,413
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 46,361,413
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)* 17.3%
14 TYPE OF REPORTING PERSON OO (private limited company organized under the Laws of England and Wales)
* Based on 267,337,252 Common Shares of Baan Company N.V. outstanding.
</TABLE>
-3-
<PAGE> 4
AMENDMENT NO. 2 TO SCHEDULE 13D
This Amendment No. 2 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. 2 to Schedule 13D, but not
otherwise defined, have the meanings ascribed to them in the Schedule 13D.
Schedule 13D is supplemented, amended and restated by this
Amendment No. 2 as follows:
Item 6: Contracts, Arrangements, Understandings or Relationships with
Respect to the Issuer
Paragraph 8 of Item 6 of Schedule 13D and the table which appears
therein is amended and restated to read as follows:
The table below sets forth purchases of Shares by the Offeror through
its agent GSI, from June 2, 2000 through June 13, 2000.
<TABLE>
<CAPTION>
Approximate Price Per Share
(euro)
Date No. of Shares Purchased (exclusive of commissions)
----------------------- ------------------------------ ----------------------------
<S> <C> <C> <C>
6/2/2000 1,096,382 2.81
----------------------- ------------------------------ ----------------------------
6/5/2000 5,500,000 2.81
----------------------- ------------------------------ ----------------------------
6/6/2000 4,043,133 2.83
----------------------- ------------------------------ ----------------------------
6/7/2000 2,220,629 2.83
----------------------- ------------------------------ ----------------------------
6/8/2000 3,536,160 2.83
----------------------- ------------------------------ ----------------------------
6/9/2000 1,222,736 2.85
----------------------- ------------------------------ ----------------------------
6/12/2000 -- --
----------------------- ------------------------------ ----------------------------
6/13/2000 55,087 2.85
----------------------- ------------------------------ ----------------------------
</TABLE>
-4-
<PAGE> 5
AMENDMENT NO. 2 TO SCHEDULE TO
This Tender Offer Statement Amendment No. 2 on Schedule TO ("Amendment
No. 2") 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. 2 supplements, amends and restates information
contained in the Tender Offer Statement on Schedule TO originally filed on June
14, 2000 as amended.
Exhibit
Number Title
------- -----
(a)(5)(i) Press Release Dated June 14, 2000.
The table appearing in the final paragraph of Section 12 of the Offer
to Purchase is amended and restated as set out in the amendment to Schedule 13D
above.
-5-
<PAGE> 6
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: June 14, 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
