<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT
Under Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934
AND
AMENDMENT NO. 1
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* $605,937,496 Amount Of Filing Fee $121,187.49
</TABLE>
* ESTIMATED FOR PURPOSES OF CALCULATING THE AMOUNT OF THE FILING FEE ONLY.
THIS AMOUNT ASSUMES THE PURCHASE OF 221,030,926 COMMON SHARES, PAR VALUE
NLG 0.06 PER SHARE (THE "SHARES"), OF BAAN COMPANY N.V. A CORPORATION
ORGANIZED UNDER THE LAWS OF THE NETHERLANDS (THE "COMPANY"), AT THE TENDER
PRICE OF EURO 2.85 PER SHARE NET TO THE SELLER IN CASH, WITHOUT INTEREST
THEREON. THE TRANSACTION VALUE IS EQUAL TO EURO 2.85 PER SHARE MULTIPLIED
BY 221,030,959, THE MAXIMUM NUMBER OF SHARES TO BE PURCHASED 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, PURSUANT TO THE OFFER BY OFFEROR TO PURCHASE ALL
OUTSTANDING SHARES OF THE COMPANY AND CONVERTED INTO U.S. DOLLARS BASED ON
THE NOON BUYING RATE FOR EUROS IN NEW YORK AS PUBLISHED BY THE BOARD OF
GOVERNORS OF THE FEDERAL RESERVE SYSTEM ON JUNE 13, 2000. THE AMOUNT OF THE
FILING FEE, CALCULATED IN ACCORDANCE WITH RULE 0-11 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, EQUALS 1/50 OF ONE PERCENT OF THE
AGGREGATE OF THE CASH OFFERED BY OFFEROR.
| | 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
46,306,326
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
46,306,326
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 46,306,326
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)
</TABLE>
* Based on 267,337,252 common shares of Baan Company N.V. outstanding.
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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 46,306,326
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
46,306,326
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 46,306,326
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)
</TABLE>
* Based on 267,337,252 Common Shares of Baan Company N.V. outstanding.
-3-
<PAGE> 4
TENDER OFFER STATEMENT/AMENDMENT TO SCHEDULE 13D
This Tender Offer Statement on Schedule TO (the "Tender Offer
Statement") also constitutes Amendment No. 1 to the statement on Schedule 13D
("Amendment No. 1"). The Tender Offer Statement and the Schedule 13D each relate
to the 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"),
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.
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.
All information in the Offer to Purchase, including all schedules
thereto, is incorporated by reference in answer to all of the items.
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<PAGE> 5
AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 supplements, amends and restates information
contained in the Schedule 13D originally filed on June 9, 2000 (the "Schedule
13D") by the Reporting Persons (as defined therein) and reports information as
of June 12, 2000.
Capitalized terms used in this Amendment No. 1, but not otherwise
defined, have the meaning ascribed to them in the Schedule 13D.
The Schedule 13D is supplemented, amended and restated by this
Amendment No. 1 as follows:
Item 6: Contracts, Arrangements, Understandings or Relationships with
Respect to the Issuer
Paragraph 8 of Item 6 of the 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 12, 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 -- --
----------------------- ------------------------------ ----------------------------
</TABLE>
Schedule I
The biographical details for R.P.A. Coles as set out under the heading
"Offeror, Directors and Executive Officers" in Schedule I of the Schedule 13D is
amended and restated as follows:
Member of the board of directors since April 1994. Secretary of the
company from 1991 to February 2000. Director of Legal Affairs, Group Senior
Counsel of Parent since February 1998 and Director of Legal Affairs and Company
Secretary of Parent from 1988 until February 1999.
-5-
<PAGE> 6
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
(Exhibit (d) to the Company's Schedule 14D-9, incorporated herein by
reference)
(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 incorporated herein by reference)
(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> 7
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> 8
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
(Exhibit (d) to the Company's Schedule 14D-9, incorporated herein by
reference)
(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 incorporated herein by reference)
(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
-8-
