<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
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>
<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.
| | 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: | |
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AMENDMENT TO SCHEDULE TO
This Amendment No. 1 to Tender Offer Statement on Schedule TO
("Amendment No. 1") 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, and in the
related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer"), copies of which are
filed as Exhibits (a)(1)(i) and (a)(1)(ii) hereto, respectively, and which are
incorporated herein by reference.
This Amendment No. 1 supplements, amends and restates information
contained in the Tender Offer Statement on Schedule TO originally filed on June
14, 2000.
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TENDER OFFER STATEMENT
Item 12: Materials to be Filed as Exhibits
(a)(1)(i) Offer to Purchase
(a)(1)(ii) Letter of Transmittal
(a)(1)(iii) Notice of Guaranteed Delivery
(a)(1)(iv) Letter to Clients for use by Brokers, Dealers, Trust Companies and
other Nominees
(a)(1)(v) Letter to Brokers, Dealers, Trust Companies and other Nominees from
Invensys Holdings Limited
(a)(2)(i) Letter to stockholders from Pierre J. Everaert dated June 14, 2000
(incorporated by reference to Exhibit (a)(1) to the Company's
Schedule 14D-9 filed on June 14, 2000)
(a)(2)(ii) Text of Summary Advertisement published in the United States on June
14, 2000
(a)(2)(iii) Text of Summary Advertisement published in The Netherlands on June
14, 2000 (English translation)
(a)(3) Not applicable
(a)(5)(i) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9
(b) Not applicable
(c) Fairness Opinion of Lazard Freres & Co. LLC, dated May 30, 2000
(incorporated by reference to Exhibit (d) to the Company's Schedule
14D-9)
(d)(i) Offer Agreement between Parent, on behalf of itself and two
subsidiaries (then intended to be formed) and the Company
(incorporated by reference to Exhibit A to the Statement on 13D
filed on June 9, 2000)
(d)(ii) Assignment and Assumption Agreement among two subsidiaries of Parent
(then intended to be formed) and Offeror dated June 2, 2000.
(d)(iii) Share Purchase Agreement between Jan Baan and Parent (on behalf of
itself and a contemplated subsidiary) dated May 31, 2000
(incorporated by reference to Exhibit B to the Statement on 13D
filed on June 9, 2000)
(d)(iv) Share Purchase Agreement between Stichting Oikonomos and Parent (on
behalf of itself and a contemplated subsidiary) dated May 31, 2000
(incorporated by reference to Exhibit C to the Statement on 13D
filed on June 9, 2000)
(d)(v) Share Purchase Agreement between Vanenburg Group B.V. and Parent (on
behalf of itself and a contemplated subsidiary) dated May 31, 2000
and amended on June 2, 2000 (incorporated by reference to Exhibit D
to the Statement on 13D)
(d)(vi) Share Purchase Agreement by and among General Atlantic Partners II
L.P., General Atlantic Partners V, L.P., General Atlantic Partners
10, L.P., GAP Coinvestment Partners, L.P. and Parent, dated May 31,
2000 (incorporated by reference to Exhibit E to the Statement on 13D
filed on June 9, 2000)
(d)(vii) Termination and Standstill Agreement between the Company and
Fletcher International Limited, dated May 29, 2000 (incorporated by
reference to Exhibit F to the Statement on 13D filed on June 9,
2000)
(d)(viii) Assignment and Assumption Agreement between the Company and Parent,
dated May 31, 2000 (incorporated by reference to Exhibit G to the
Statement on 13D filed on June 9, 2000)
(e) Not applicable
(f) Not applicable
(g) Not applicable
(h) Not applicable
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<PAGE> 4
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
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<PAGE> 5
Exhibit Index
Exhibit No. Description
(a)(1)(i) Offer to Purchase
(a)(1)(ii) Letter of Transmittal
(a)(1)(iii) Notice of Guaranteed Delivery
(a)(1)(iv) Letter to Clients for use by Brokers, Dealers, Trust Companies and
other Nominees
(a)(1)(v) Letter to Brokers, Dealers, Trust Companies and other Nominees from
Invensys Holdings Limited
(a)(2)(i) Letter to stockholders from Pierre J. Everaert dated June 14, 2000
(incorporated by reference to Exhibit (a)(1) to the Company's
Schedule 14D-9 filed on June 14, 2000)
(a)(2)(ii) Text of Summary Advertisement published in the United States on June
14, 2000
(a)(2)(iii) Text of Summary Advertisement published in The Netherlands on June
14, 2000 (English translation)
(a)(3) Not applicable
(a)(5)(i) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9
(b) Not applicable
(c) Fairness Opinion of Lazard Freres & Co. LLC, dated May 30, 2000
(incorporated by reference to Exhibit (d) to the Company's Schedule
14D-9)
(d)(i) Offer Agreement between Parent, on behalf of itself and two
subsidiaries (then intended to be formed) and the Company
(incorporated by reference to Exhibit A to the Statement on 13D
filed on June 9, 2000)
(d)(ii) Assignment and Assumption Agreement among two subsidiaries of Parent
(then intended to be formed) and Offeror dated June 2, 2000.
(d)(iii) Share Purchase Agreement between Jan Baan and Parent (on behalf of
itself and a contemplated subsidiary) dated May 31, 2000
(incorporated by reference to Exhibit B to the Statement on 13D
filed on June 9, 2000)
(d)(iv) Share Purchase Agreement between Stichting Oikonomos and Parent (on
behalf of itself and a contemplated subsidiary) dated May 31, 2000
(incorporated by reference to Exhibit C to the Statement on 13D
filed on June 9, 2000)
(d)(v) Share Purchase Agreement between Vanenburg Group B.V. and Parent (on
behalf of itself and a contemplated subsidiary) dated May 31, 2000
and amended on June 2, 2000 (incorporated by reference to Exhibit D
to the Statement on 13D)
(d)(vi) Share Purchase Agreement by and among General Atlantic Partners II
L.P., General Atlantic Partners V, L.P., General Atlantic Partners
10, L.P., GAP Coinvestment Partners, L.P. and Parent, dated May 31,
2000 (incorporated by reference to Exhibit E to the Statement on 13D
filed on June 9, 2000)
(d)(vii) Termination and Standstill Agreement between the Company and
Fletcher International Limited, dated May 29, 2000 (incorporated by
reference to Exhibit F to the Statement on 13D filed on June 9,
2000)
(d)(viii) Assignment and Assumption Agreement between the Company and Parent,
dated May 31, 2000 (incorporated by reference to Exhibit G to the
Statement on 13D filed on June 9, 2000)
(e) Not applicable
(f) Not applicable
(g) Not applicable
(h) Not applicable
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