As filed with the Securities and Exchange Commission on July 17, 2000
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
Amendment No. 4
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
Baan Company N.V. & Garrison
2191 Fox Mill Road, Suite 500 1285 Avenue of the Americas
Herndon, Virginia 20171 New York, New York 10019-6064
(703) 234-6000 (212) 373-3000
| | Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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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).
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(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.
(h)* Letter from the Company to its employees, dated July 14,
2000.
(i)* Text of an advertisement to be run beginning July 15, 2000
(English translation).
(j)** Press Release, dated July 17, 2000.
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* Filed previously
** Filed herewith
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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: July 17, 2000
