UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 15
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. 14
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
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Transaction Not Applicable Amount Of Filing Not Applicable
Valuation Fee
[ ] 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:
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<PAGE>
SCHEDULE 13D
CUSIP No. 8044 104
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 66,307,578
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
66,307,578
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,307,578
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW* (11)
24.8%
14 TYPE OF REPORTING PERSON 00 (public limited company organized under
the laws of England and Wales)
* Based on 267,337,252 Common Shares of Baan Company N.V.
outstanding.
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<PAGE>
SCHEDULE 13D
CUSIP No. 8044 104
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 66,307,578
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
66,307,578
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,307,578
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW* (11)
24.8%
14 TYPE OF REPORTING PERSON 00 (public limited company organized under
the laws of England and Wales)
* Based on 267,337,252 Common Shares of Baan Company N.V.
outstanding.
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<PAGE>
AMENDMENT NO. 14 TO SCHEDULE 13D
AND AMENDMENT NO. 15 TO SCHEDULE TO
This Amendment No. 14 to Schedule 13D ("Amendment No. 14") and
Tender Offer Statement Amendment No. 15 on Schedule TO ("Amendment No. 15")
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, as amended (the "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. 14 and Amendment No. 15 supplements and amends
information contained in the Schedule 13D originally filed on June 9, 2000,
as amended, and the Tender Offer Statement on Schedule TO originally filed
on June 14, 2000, as amended, respectively.
Item 4 of Schedule 13D and Sections 1 and 14 of the Offer to
Purchase are hereby amended and supplemented to add the following
information thereto:
"On July 26, 2000, Parent announced that as of the then current
Expiration Date of the Offer approximately 134 million Shares
(approximately 50% of the outstanding Shares of the Company) had
been duly tendered to the Offeror. These tendered Shares, when
coupled with the 66 million Shares then owned by Offeror,
represented approximately 75% of the outstanding Shares.
Accordingly, the Minimum Condition (95% of the outstanding
Shares) had not been satisfied. Parent also announced that
pursuant to an Asset Purchase Agreement and Offer Amendment dated
as of July 26, 2000 among Offeror, Parent, Company and Baan
Software B.V., Offeror had agreed to extend the Offer for five
business days (during which period tendering shareholders would
continue to have withdrawal rights) and to reduce the Minimum
Condition of the Offer from 95% to a majority of the outstanding
Shares. In addition, Offeror waived the conditions to the
completion of the Offering requiring the absence of a material
adverse effect on the Company and the absence of material
breaches of the Company's representations and covenants under the
Offer Agreement. A copy of the press release containing such
announcement is attached as an exhibit to the Schedule 13D and
the Schedule TO of which the Offer to Purchase is a part and is
incorporated herein by reference."
Item 4 of the Schedule 13D and Section 12 "Statutory Buy Out
Procedure" of the Offer to Purchase are hereby amended and supplemented to
add the following information:
"Asset Purchase Agreement and Offer Amendment. In consideration
for reduction of the Minimum Condition from 95% to a majority of
the outstanding Shares, Offeror, Parent, Company and Baan
Software B.V. entered into an Asset Purchase Agreement and Offer
Amendment (the "Purchase Agreement") dated as of July 26, 2000.
Pursuant to the Purchase Agreement, the Company and Baan Software
B.V. have agreed to sell Offeror all of their assets and Offeror
has agreed that upon such sale, it would assume all of the
liabilities of the Company and Baan Software B.V. for a sum of
euro 762 million, subject to an adjustment designed to result in
a distribution (gross) to shareholders of euro 2.85 per Share
upon liquidation of the Company. The Company, Parent and Offeror
anticipate that the Company will be liquidated between January 1,
2001 and the first anniversary of the completion of the asset
sale. The asset sale by the Company is subject to Company
shareholder approval. The Purchase Agreement provides that the
Company will convene a meeting of its shareholders in accordance
with Dutch law on Tuesday, August 15, 2000 or as soon thereafter
as possible to, among other things, consider, authorize, and
approve the execution, delivery and performance by the Company of
the Purchase Agreement and transactions contemplated thereby.
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Pursuant to the Purchase Agreement, the Company has agreed not to
take certain actions without the prior approval of Offeror. The
obligations of Company and Offeror under the Purchase Agreement
are each subject to the satisfaction of certain conditions,
including but not limited to: positive advice of the Company
Works Council concerning the transactions contemplated thereby,
receipt of all required governmental approvals, receipt of
Company shareholder approval, the absence of any injunction or
similar legal order prohibiting or restraining consummation of
any of the transactions contemplated by the Purchase Agreement
and the absence of any pending legal action or governmental
investigation or inquiry which might reasonably be expected to
result in any such injunction or order. The obligation of the
Offeror to purchase Shares tendered pursuant to the Offer is
subject, among other things, to the absence of any injunction or
similar legal order prohibiting or restraining consummation of
any of the material transactions contemplated by the Purchase
Agreement and the absence of any pending legal action or
governmental investigation or inquiry which is reasonably likely
to result in any such injunction or order.
The Purchase Agreement further provides that if the Offeror
acquires pursuant to the Offer a number of Shares which when
coupled with Shares already owned by Parent or Offeror, represent
a majority of the outstanding Shares, Offeror will provide a
Subsequent Offering Period beginning no later than the business
day following expiration of the Offer and ending the earlier of
3:00 p.m. on the 19th business days thereafter. The Purchase
Agreement may be cancelled by either party if (a) the Offer is
terminated and the Offeror does not purchase Shares pursuant to
the Offer or (b) the number of Shares tendered, accepted and paid
for in the Offer and during the Subsequent Offering Period,
together with other Shares then owned directly or indirectly by
Parent, equal 95% or more of the total number of Shares then
outstanding. In addition, the Purchase Agreement may be cancelled
by either party if the number of Shares tendered, accepted and
paid for in the Offer and during the Subsequent Offering Period,
together with other Shares then owned directly or indirectly by
Parent, constitutes a majority of the total number of Shares then
outstanding.
The Purchase Agreement also provides that the Company and Parent
will simultaneously enter into a management services agreement,
pursuant to which the Offeror will provide management services to
the Company and a revolving credit agreement pursuant to which
Offeror will provide a revolving credit line of euro 100 million
to the Company. Outstanding obligations under the revolving
credit agreement at the time of Closing of the Purchase Agreement
will be assumed by the Offeror.
Copies of the Purchase Agreement, revolving credit agreement, and
management services agreement have been filed as exhibits to the
Schedule 13D and Schedule TO of which the Offer to Purchase is a
part and are incorporated herein by reference."
Item 7 to Schedule 13D and Item 12 to Schedule TO: Materials filed as
Exhibits.
Schedule 13D Schedule TO
Exhibit Exhibit Title
------- ------- -----
H (a)(5)(i) Press Release dated July 26, 2000.
- 8 -
I (d)(i) Asset Purchase Agreement and Offer
Amendment between Offeror, Parent,
Company and Baan Software B.V.
dated as of July 26, 2000.
J (d)(ii) Management Service Agreement
between Parent and Company dated as
of July 26, 2000.
K (d)(iii) Revolving Credit Agreement
between Offeror, Parent and Company
dated as of July 26, 2000.
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<PAGE>
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: July 26, 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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