UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 20)
Under the Securities Exchange Act of 1934
BAAN COMPANY N.V.
(Name of Issuer)
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
Copy to:
Sanford Krieger
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, NY 10004-1980
(212) 859-8000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 20, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box. [ ]
The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Exchange Act") or otherwise subject to
the liabilities of that section of the Exchange Act but shall be subject to
all other provisions of the Exchange Act (however, see the Notes).
<PAGE>
CUSIP No. NO 8044 10 4
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
INVENSYS PLC
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 216,664,528
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
216,664,528
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
216,664,528
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW* (11)
81.0%
14 TYPE OF REPORTING PERSON
OO (public limited company organized under the laws of England
and Wales)
* Based on 267,338,018 common shares of Baan Company N.V. outstanding.
<PAGE>
CUSIP No. NO 8044 10 4
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
INVENSYS HOLDINGS LIMITED
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 216,664,528
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
216,664,528
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
216,664,528
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*
81.0%
14 TYPE OF REPORTING PERSON
OO (public limited company organized under the laws of England
and Wales)
* Based on 267,338,018 common shares of Baan Company N.V. outstanding.
<PAGE>
AMENDMENT NO. 20 TO SCHEDULE 13D
This Amendment No. 20 to Schedule 13D supplements, amends and
relates to information in the Schedule 13D originally filed on June 19,
2000, as amended (the "Schedule 13D"), by the Reporting Persons (as defined
therein).
Capitalized terms used in this Amendment No. 20 to Schedule 13D,
but not otherwise defined, have the meanings ascribed to them in the
Schedule 13D. The Schedule 13D is supplemented and amended by this
Amendment No. 20 as follows:
Item 6: Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
--------------------------------------------------------
Paragraph 8 of Item 6 of Schedule 13D and the table which appears
therein is amended and restated as follows:
The table below sets forth purchases of Shares by the Offeror
through its agent GSI, from June 2, 2000 through September 15, 2000.
Approximate Price Per Share (euro)
Date No. of Shares Purchased (exclusive of commissions)
---- ----------------------- --------------------------
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
6/13/2000 54,087 2.85
6/14/2000 500,000 2.85
6/15/2000 774,730 2.85
6/16/2000 1,000,000 2.85
6/19/2000 2,415,000 2.85
6/20/2000 1,500,000 2.85
6/21/2000 1,461,653 2.85
6/22/2000 765,500 2.85
6/23/2000 873,840 2.85
6/26/2000 1,016,463 2.85
6/27/2000 800,000 2.85
6/28/2000 800,342 2.85
6/30/2000 2,027,500 2.85
7/3/2000 1,672,308 2.85
7/4/2000 2,290,012 2.85
7/5/2000 1,542,115 2.85
7/6/2000 508,202 2.84
8/1/2000 11,357 2.80
8/30/2000 170,452 2.80
8/31/2000 277,461 2.80
9/1/2000 190,000 2.80
9/4/2000 115,000 2.80
9/5/2000 74,100 2.80
9/6/2000 200,000 2.80
9/7/2000 360,085 2.80
9/8/2000 228,000 2.80
9/11/2000 158,651 2.80
9/12/2000 32,287 2.80
9/13/2000 170,291 2.80
9/14/2000 175,000 2.80
9/15/2000 170,034 2.80
9/20/2000 125,000 2.80
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: September 20, 2000
INVENSYS HOLDINGS LIMITED
By: /s/ John R.W. Clayton
------------------------------------
Name: John R.W. Clayton
Title: Director
INVENSYS PLC,
By: /s/ John R.W. Clayton
------------------------------------
Name: John R.W. Clayton
Title: Company Secretary
