UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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)
May 31, 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 45,083,557
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
45,083,557
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,083,557
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW* (11)
16.9%
14 TYPE OF REPORTING PERSON
OO (public limited company organized under the laws of England and Wales)
* Based on 267,337,252 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 45,083,557
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
45,083,557
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,083,557
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*
16.9%
14 TYPE OF REPORTING PERSON
OO (private limited company organized under the Laws of England and Wales)
* Based on 267,337,252 common shares of Baan Company N.V. outstanding.
<PAGE>
Item 1: Security and Issuer
-------------------
This statement on Schedule 13D relates to the common shares, par
value NLG 0.06 per share (the "Shares") of Baan Company N.V. (the
"Issuer"), a corporation organized under the laws of The Netherlands. The
principal executive offices of the Issuer are Baron van Nagellstraat 89,
3770 LK Barneveld, The Netherlands with a second headquarters at 2191 Fox
Mill Road, Suite 500, Herndon, Virginia 20171 United States of America.
Item 2. Identity and Background
-----------------------
(a), (b), and (c): This Schedule 13D is being jointly filed by
the following persons (each a "Reporting Person" and together, the
"Reporting Persons"):
(1) Invensys plc ("Parent"), a public limited company organized
under the laws of England and Wales. The principal business
address for Parent is Invensys House, Carlisle Place,
London, SW1P 1BX, United Kingdom. Parent is a public limited
company which provides automation systems and process
controls for businesses.
(2) Invensys Holdings Limited, a private limited company
organized under the laws of England and Wales ("Offeror").
The principal business address for Offeror is Invensys
House, Carlisle Place, London, SW1P 1BX, United Kingdom.
Offeror is an indirect, wholly owned subsidiary of Parent
and is an entity through which Parent holds investments in
various of its businesses.
Information with respect to the directors and executive officers
of Parent and Offeror is set forth on Schedule I attached to the Schedule
13D, and is incorporated herein by reference.
(d) and (e): During the last five years, none of the Reporting
Persons, or to the knowledge of each of the Reporting Persons, any of the
persons listed on Schedule I: (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (ii)
has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) Each of the Reporting Persons is organized under the laws of
England and Wales. Except as otherwise provided in Schedule I hereto, each
director and executive officer of the Reporting Persons is a citizen of the
United Kingdom.
Item 3: Source and Amount of Funds or Other Consideration
-------------------------------------------------
Parent and Offeror estimate that the total amount of funds
required to purchase all of the outstanding Shares of the Issuer, including
the Shares owned on the date hereof, Shares issuable upon exercise of "in
the money" stock options and to pay other costs, fees and expenses related
to the Offer will be approximately 858,000,000 euros (or U.S. $802,000,000,
based on a euro: U.S. dollar exchange rate on May 30, 2000 of U.S.
$0.932498).
Offeror intends to obtain all such funds from Parent. Parent
expects such funds to be provided from Parent's available working capital
and with borrowings under existing lines of credit.
Item 4: Purpose of Transactions
-----------------------
On May 31, 2000, Parent, on behalf of itself and two subsidiaries
(then intended to be formed) entered into an Offer Agreement (the "Offer
Agreement") with the Issuer. Subsequent to entering into the Offer
Agreement, Parent, on behalf of the contemplated subsidiaries, assigned the
rights and obligations of those subsidiaries under the Offer Agreement to
its subsidiary, Offeror. The Offer Agreement provides for Offeror to offer
to purchase all of the outstanding Shares of the Issuer at a price of 2.85
euros per Common Share (the "Offer"). The obligation of Offeror to complete
the Offer and to accept for payment and to pay for any Shares tendered
pursuant to the Offer (as well as the obligation of Parent to cause Offeror
to do any of the foregoing) is subject to various terms and conditions,
including the condition that there be validly tendered and not withdrawn
prior to the expiration of the Offer that number of shares which would,
when added to the shares previously acquired by Parent, Offeror and their
subsidiaries represent at least 95% of the outstanding Shares. As soon as
practicable after Offeror acquires 95% of the outstanding Shares, Offeror
intends to commence a statutory buy out proceeding before the Enterprise
Division of the Court of Appeals in Amsterdam in order to obtain an order
requiring that the remaining Shares be sold to Offeror. In addition,
Offeror currently intends, after the consummation of the Offer, to cause
the effectuation by the Issuer and one or more Dutch subsidiaries of
Offeror of a legal merger within the meaning of Section 2:309 of the Dutch
Civil Code, provided that the merger consideration if not payable in cash
at the same price per share as is payable pursuant to the Offer shall
provide equivalent value to such cash amount.
In contemplation of entering into the Offer Agreement, and in
order to expedite its acquisition of the Issuer, Parent, on behalf of
itself and a contemplated subsidiary entered into agreements on May 30,
2000 and May 31, 2000, described in Item 6 below, providing for the
purchase of Shares held by certain significant shareholders of the Issuer.
Parent assigned the rights under the agreements to Offeror, who completed
the purchases contemplated by these agreements. In addition, Parent has
entered into a letter agreement, described in Item 6 below, providing for
Goldman Sachs International ("GSI") and its affiliates, to purchase Shares
on behalf of Offeror from time to time outside of United States markets at
a price not to exceed 2.85 euros per Share. Purchases by GSI and its
affiliates on behalf of Offeror will be made in accordance with the terms
and conditions of an exemptive order issued to Parent by the Securities
Exchange Commission under Rule 14e-5 and the Exchange Act.
The Offer Agreement provides that, upon the purchase of at least
51% of the Shares pursuant to the Offer, the Issuer shall convene an
extraordinary general meeting of shareholders for the election to each of
its Supervisory Board and Board of Management of that number of directors
that will give Offeror a number of its representatives on each board which
is equal to the total number of members of such board multiplied by the
percentage of outstanding Shares of the Issuer then owned directly or
indirectly by Parent (rounded up to the next whole number). In addition,
the Issuer has agreed to use its best efforts to secure the resignations of
such number of members of these boards as is necessary to enable Offeror's
designees to be elected and shall cause Offeror's designees to be so
elected.
Following the election or appointment of Offeror's designees and
until Parent, directly or indirectly, owns at least 95% of the outstanding
Shares of the Issuer, each of the Issuer's Supervisory Board and the Board
of Management shall have at least six members of which at least two members
shall be persons who are members on the date of the Offer Agreement (or
designees of such members, "Continuing Members"). The approval of the
Continuing Members shall be required to authorize (and such authorization
shall constitute the authorization of the respective boards on which such
Continuing Members serve and no other action on the part of the Issuer,
including any action by any other board member of the Issuer, shall be
required to authorize) any termination of the Offer Agreement by the
Issuer, any amendment of the Offer Agreement requiring action by the
Supervisory Board and/or the Board of Management, any amendment of the
governing instruments of the Issuer which would adversely effect the rights
of the Issuer or its shareholders under the Offer Agreement, any extension
of time for performance of any obligation or action thereunder by Parent or
Offeror and any enforcement of or any waiver of compliance with any of the
agreements or conditions contained therein for the benefit of the Issuer.
Under the terms of the Offer Agreement, the Issuer has agreed not
to initiate, solicit or encourage, directly or indirectly, any inquiries or
the making or implementation of any proposal with respect to a merger,
acquisition, consolidation, recapitalization, business combination or
similar transaction involving any significant portion of the assets or
equity securities of the Issuer or its subsidiaries (an "Alternative
Proposal") or engage in any negotiations or provide any confidential
information, or afford access to its books and records, or otherwise take
steps which would facilitate any effort to make or implement an Alternative
Proposal. This includes an undertaking by the Issuer to cease all such
discussions and negotiations currently taking place as well as to notify
Parent promptly if it receives an Alternative Proposal. Notwithstanding the
foregoing, the Issuer is permitted to furnish information and enter into
discussions and negotiations with a third party that makes an unsolicited
bona fide Alternative Proposal if and only to the extent that the
Supervisory or Management Boards of the Issuer both determine (after
receiving third party advice) that: (i) the Alternative Proposal is more
favorable from a financial point of view than the Offer, (ii) failure to
enter into discussions or negotiations with such third party would violate
the fiduciary duties of such boards, (iii) such boards determine in good
faith and in the exercise of reasonable business judgment that such
proposal is likely to be successfully financed if accepted by the Issuer's
shareholders and (iv) the Issuer satisfies certain other conditions.
Pursuant to the Offer Agreement, the Issuer has agreed to pay to
Parent a termination fee of 22,800,000 euros if a third party acquires
control of the Issuer during the period of the Offer or if the Issuer's
Supervisory or Management Boards elect to terminate the Offer Agreement in
order to accept an Alternative Proposal. The termination fee is also
payable if after an Alternative Proposal is announced or made known to the
Issuer (i) the Issuer's Supervisory or Management Boards modify, withdraw
or amend their approval or recommendation of the Offer, (ii) the Offer
expires and less than 51% of the outstanding Shares have been tendered to
the Offeror, or (iii) the Works Councils of the Issuer or its subsidiaries
give a negative advice with respect to the recommendation of the
Supervisory and Management Boards of the Issuer in connection with the
Offer and the Issuer terminates the Offer Agreement; provided that the
termination fee will not be payable under (i), (ii) or (iii) above unless
and until a third party acquires control of the Issuer within 12 months of
the termination of the Offer.
Under the Offer Agreement, the Issuer has also agreed that
following the announcement of the Offer, it would conduct its business, as
a general matter, in the ordinary course consistent with past practices and
not to undertake certain actions out of the ordinary course without the
consent of Parent and not to modify, amend or grant any waiver of release
under the Termination Agreement (defined in Item 6 below) without the prior
consent of Parent.
Concurrently with the announcement of the Offer, Parent announced
it is forming Invensys Software and Systems division ("ISS") of which the
Issuer will be a part. ISS will be a provider of manufacturing and software
services and the pro forma combined division is expected to have annual
revenues of approximately U.S. $2,000,000,000. Bruce Henderson, currently
the division Chief Executive of Parent's Intelligent Automation business
will take management responsibility for ISS. Laurens Van der Tang,
currently Executive Vice President of Research and Development at the
Issuer will become President of the Issuer upon closing of the Offer. It is
presently expected that the Issuer will continue operating under the name
of "Baan" and will continue to compete in the open market with the full
range of its products. Barneveld, in The Netherlands will be the
headquarters of the Issuer. The headquarters of ISS will be in Herndon,
Virginia, U.S.A.
Parent plans to implement a restructuring and cost management
program under which costs are expected to be reduced by U.S. $60,000,000 to
a level of approximately U.S. $120,000,000 per quarter by the fourth
quarter 2000. Parent expects to incur restructuring charges of U.S.
$400,000,000 over an 18 month period from the date of acquisition of the
Issuer. Parent believes that implementation of its restructuring plan
should return the Issuer to breakeven within 12 months.
The combination of the Issuer and Parent's software systems
businesses will create a division with products in e-business, customer
relationship management, web-enabled enterprise resource planning and
supply chain management.
The purchase of the Shares pursuant to the Offer will reduce the
number of holders of Shares and the number of Shares that might otherwise
trade publicly. The Shares are currently quoted and traded through the
Amsterdam Exchanges (the "AEX") and The Nasdaq National Market ("Nasdaq").
Depending upon the aggregate market value and the number of Shares
outstanding following the Offer, the Shares may no longer meet the
standards for continued listing on the AEX or Nasdaq.
The Shares are currently registered under the Exchange Act. Such
registration may be terminated upon application of the Issuer to the
Securities and Exchange Commission if such Shares are not listed on a
national securities exchange and there are fewer than 300 holders of record
of the Shares. If the Shares were no longer registered under the Exchange
Act, the Shares would no longer qualify for listing on Nasdaq.
Parent and Offeror intend to cause the Issuer to make
applications for delisting of the Shares from the AEX and the Nasdaq, and
for termination of registration of the Shares as soon after consummation of
the Offer as the requirements for such delisting and termination are
satisfied.
The summaries of the provisions of the Offer Agreement set forth
above are qualified in their entirety by reference to the Offer Agreement,
a copy of which has been filed as an exhibit to this Schedule 13D and which
are incorporated herein by reference.
Except as disclosed herein, none of the Reporting Persons has any
plans or proposals which relate to or would result in any of the
transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
Pursuant to Rule 14d-2, Parent has caused to be filed with the
Securities and Exchange Commission Schedules TO-C with respect to the
Offer. Copies of such Schedules TO-C are available, and when filed, copies
of a Schedule TO-T will be available, at the Securities and Exchange
Commission public reference room and are also available at the Securities
and Exchange Commission web site at http://www.sec.gov.
This Schedule 13D contains "forward-looking" statements as such
term is defined in the Private Securities Litigation Reform Act of 1995 or
by the Securities and Exchange Commission in its rules, regulations and
releases, which represent Parent and Offeror's current judgement. These
forward-looking statements, by their nature, involve substantial risks and
uncertainties, many of which may be beyond Parent and Offeror's control.
Actual results may differ materially depending on a variety of important
factors including uncertainties related to the ability to integrate the
Issuer business, to successfully implement the planned restructuring
programme, and to realise anticipated synergies, efficiencies and cost
savings in connection with the acquisition; the ability to retain key
employees of the Issuer and reverse the decreasing trend in the Issuer's
revenues; market conditions including fluctuations in currency and interest
rates; the effect of adverse publicity; the ability to respond to
competitive pressures and to develop new products; and other factors
described in Offeror's and the Issuer's filings with the Securities and
Exchange Commission
Item 5: Interest in Securities of the Issuer.
-------------------------------------
(a) As of June 8, 2000, the Reporting Persons beneficially own
45,083,557 Shares of Company which represent in the aggregate approximately
16.9% of the outstanding Shares.
(b) Offeror has the direct power to vote and direct the
disposition of Shares held by it. By virtue of Parent's ownership and
control of Offeror, it may be deemed to share the indirect power to vote
and direct the disposition of the Shares held by Offeror.
(c) Except as described in Item 4 hereof, no transactions in the
Shares were effected by the Reporting Persons, or, to the best knowledge of
any of the Reporting Persons, by any person listed in Schedule I, during
the past 60 days.
(d) not applicable.
(e) not applicable.
Item 6: Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
-------------------------------------------------------------
Pursuant to a share purchase agreement ("Baan Share Purchase
Agreement") between Jan Baan and Parent (on behalf of itself and a
contemplated subsidiary), dated May 31, 2000, Jan Baan agreed to sell
256,410 Shares to Parent.
Pursuant to a share purchase agreement ("Oikonomos Share
Purchase") between Stichting Oikonomos and Parent (on behalf of itself and
or contemplated subsidiary), dated May 31, 2000, Stichting Oikonomos agreed
to sell 386,542 Shares to Parent.
Pursuant a share purchase agreement ("Vanenburg Group Share
Purchase Agreement") between Vanenburg Group B.V. and Parent (on behalf of
itself and a contemplated subsidiary), dated May 31, 2000 as amended on
June 2, 2000 Vanenburg Group B.V. agreed to sell 14,817,528 Shares to
Parent.
Pursuant to a share purchase agreement ("GAP 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. (together, "Partners") and Parent, dated May
31, 2000, Partners agreed to sell a total of 5,105,570 Shares to Parent.
Pursuant to a termination and standstill agreement ("Termination
Agreement") between the Issuer and Fletcher International Limited
("Fletcher"), dated May 29, 2000, and an assignment and assumption
agreement ("Assignment Agreement") between the Issuer and Parent, Fletcher
agreed to sell to Parent, as an assignee of the Issuer, 8,121,236 Shares.
Fletcher has agreed to suspend until December 31, 2000 the exercise of any
of its rights under an existing share purchase agreement it has with the
Issuer to acquire additional Shares. If Parent acquires control of the
Issuer before that date, such rights will be extinguished and Fletcher will
receive: (i) U.S. $10,000,000 in exchange for extinguishing such
unexercised rights, and (ii) approximately U.S. $17,000,000 (plus interest)
in repayment of principal and interest on monies already advanced to the
Issuer but not yet converted into Shares. Fletcher has also agreed, subject
to certain exceptions, not to transfer any shares of the Issuer to any
other person during the period of the Offer.
Each of the agreements described above provided for a purchase
price per Share of 2.85 euros, which in the case of the GAP Share Purchase
Agreement and the Termination Agreement was paid in the U.S. dollar
equivalent. Subsequent to entering into the agreements described above in
this Item 6, Parent assigned its rights and obligations thereunder to
Offeror. Offeror completed the contemplated purchases of Shares in a series
of closings that took place during the period from June 2, 2000 through
June 8, 2000.
On June 2, 2000, Parent entered into a letter agreement (the "GSI
Letter") with GSI whereby Parent authorized GSI and its affiliates to
purchase up to 250,000,000 euros worth of Shares (unless a higher number is
authorized), at a price of no more than 2.85 euros per Share, outside of
the United States markets. These purchases by GSI and its affiliates are
for the account of Offeror.
The table below sets forth purchases of Shares by the Offeror
through its agent GSI from June 2, 2000 through June 8, 2000.
Approximate Price Per Share (euro)
Date No. of Shares (exclusive of commissions)
---- ------------- --------------------------
6/2/2000 1,096,382 2.81
6/5/2000 5,500,000 2.81
6/6/2000 4,043,100 2.83
6/7/2000 2,220,629 2.83
6/8/2000 3,536,160 2.83
The summaries of the Baan Share Purchase Agreement, Oikonomos
Share Purchase Agreement, Vanenburg Group Share Purchase Agreement, GAP
Share Purchase Agreement, Termination Agreement, and Assignment Agreement
set forth above are qualified in their entirety by reference to the
agreements, copies of which have been filed as exhibits to this Schedule
13D and which are incorporated herein by reference.
Item 7: Material to be Filed as Exhibits.
--------------------------------
Exhibit A: Offer Agreement
Exhibit B: Baan Share Purchase Agreement
Exhibit C: Oikonomos Share Purchase Agreement
Exhibit D: Vanenburg Group Share Purchase Agreement and
corrective amendment
Exhibit E: GAP Share Purchase Agreement
Exhibit F: Termination Agreement
Exhibit G: Assignment Agreement
<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: June 9, 2000
INVENSYS PLC
By: /s/James C. Bays
---------------------------------
Name: James C. Bays
Title: Attorney-in-Fact
INVENSYS HOLDINGS LIMITED
By: /s/James C. Bays
---------------------------------
Name: James C. Bays
Title: Director
<PAGE>
Schedule I - Directors and Executive Offices of Parent and Offeror
The names and ages of the directors and executive officers of Parent
and Offeror, and their present principal occupations, are set forth below.
Unless otherwise indicated, each individual is a citizen of the United
Kingdom and his or her business address is Carlisle Place, London SW1P 1BX
England.
PARENT
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT WITH
NAME AND AGE PARENT; MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
-----------------------------------------------------------------------
Lord Marshall of Knightsbridge (66) Chairman since June 1998 and Deputy
Chairman from January 1998 until
June 1998. Chairman of British
Airways Plc since 1993. Chairman of
Inchcape plc since 1996. Deputy
Chairman of British
Telecommunications plc since 1995.
Non-Executive Director of HSBC
Holdings plc. President of the
Confederation of British Industry
from May 1996 until July 1998.
Member of the Board of the New York
Stock Exchange from June 1994 to
May 2000.
Allen M. Yurko (48)(*) Member of Board of Directors since
1991, Chief Executive since
February 1999, Managing Director
and Chief Executive Officer from
January 1994 until February 1999,
and Managing Director and Chief
Operating Officer from October 1992
until January 1994. Member of the
Board of Directors of Tate & Lyle
plc since April 1996.
Kathleen A. O'Donovan (43) Member of Board of Directors and
Chief Financial Officer since
February 1999. Member of Board of
Directors of BTR since July 1991
and Finance Director of BTR from
July 1991 until February 1999.
Partner at Ernst & Young from 1989
until June 1991. Member of Board of
Directors of EMI Group plc since
November 1997 and the Bank of
England since August 1999.
Robert Bauman (69)(*) Member of Board of Directors since
February 1999. Member of Board of
Directors of BTR since August 1997
and Chairman of BTR from May 1998
until February 1999. Chief
Executive of SmithKline Beecham plc
from July 1989 until April 1994.
Chairman of British Aerospace plc
from May 1994 until April 1998.
Member of Board of Directors of
Reuters. Limited from 1994 to 1998
and Reuters Group plc from 1997 to
April 2000.
Sir Philip Beck (65) Member of Board of Directors since
1991, Chairman from March 1998
until June 1998 and Deputy Chairman
from June 1998 until February 1999.
Deputy Chairman of Railtrack plc
since May 1999 and appointed
Chairman in July 1999. Member of
Board of Directors of Delta plc
since August 1994. Member of Board
of Directors of Kitagawa Europe
Limited since June 1990.
Rolf Borjesson (57)(**) Member of Board of Directors since
July 1998. Chief Executive and
Managing Director of Rexam PLC
since July 1996. Member of Board of
Directors of Midway Holding AB
since May 1995. Member of Board of
Directors of Svenska Handelsbanken
AB since August 1995. Chief
Executive of PLM AB from March 1988
until June 1996.
Hugh Collum (59) Member of Board of Directors since
October 1998. Executive Vice
President and Chief Financial
Officer of SmithKline Beecham plc
from 1989 until 1998. Member of
Board of Directors of Whitehead
Mann Group plc since 1997, Safeway
plc since 1997, and South African
Breweries plc since 1999.
Non-Executive Chairman of
Chiroscience Group plc since 1998.
Member of Board of Directors of
British Nuclear Fuels plc in July
1999 becoming Chairman in October
1999 and a member of the Board of
Directors of Celltech Group plc
since August 1999.
Sir Graham Hearne (62) Member of Board of Directors since
February 1999. Member of Board of
Directors of BTR since June 1998.
Chairman of Enterprise Oil since
1991. Member of Board of Directors
of N.M. Rothschild & Sons Limited
since 1977, Rothschilds
Continuation Limited since 1997,
Gallagher Group plc since 1987 and
Sea Scope Shipping Holdings since
October 1999.
Simon Robertson (59) Member of Board of Directors since
February 1999. Member of Board of
Directors of BTR since March 1997.
Managing Director of Goldman Sachs
International since September 1997.
Chairman of Kleinwort Benson Group
plc ("Kleinwort") from 1996 until
1997 and Deputy Chairman of
Kleinwort from 1992 until 1996.
Member of Board of Directors of
Inchcape plc since May 1996, Berry
Bros. & Rudd since June 1998 and
The London Stock Exchange Limited
from July 1998.
James F. Mueller (53)(*) Chief Operating Officer since
February 1999 and member of Board
of Directors from March 2000 and
from April 1996 until February
1999. President and Chief Operating
Officer of Siebe Temperature and
Compliance Control from 1993 until
February 1999.
James C. Bays (50)(*) Senior Vice President since
February 1999, General Counsel and
Chief Legal Officer since March
1996 and Vice President from March
1996 until February 1999. Vice
President, Law and Assistant
General Counsel of GenCorp. Inc.
from April 1993 until March 1996.
Barry C. Francis (55) Senior Vice President and Director
of Corporate Communications since
February 1999. Group Public
Relations Director from 1993 until
February 1999.
John B. Saunders (57) Senior Vice President and Director
of Corporate Strategy and
Development since February 1999.
Director, Corporate Strategy and
Development from January 1994 until
February 1999. Senior Vice
President and Director Corporate
Strategy at SmithKline Beecham plc
from 1988 until 1994.
Bruce Henderson (51) Division Chief Executive,
Intelligent Automation since
September 1999. Divisional chief
executive, Invensys Controls
division February 1999 to September
1999. President of Invensys
appliance controls business July
1995 to February 1999. Vice
President, General Manager of
Electronic Convenience Systems of
TRW Inc., 1994 to July 1995.
Roderick H. Powell (52) Division Chief Executive, Controls
division since January 2000.
President of Invensys Metering
Systems January 1998 to December
1999. President of the Fujitsu-ICL
Retails Systems Division and Chief
Executive of Fujitsu-ICL Inc from
1994 to 1998.
Richard Armbrust (48) Division Chief Executive,
Industrial Drive Systems since
January 2000. President,
Intelligent Building Systems from
May 1996 to December 1999.
President of ABB's Robotics and
Flexible Automation Division from
1991 to 1996.
Thomas Gutierrez (51) Division Chief Executive, Power
Systems division from February
1999. President of Exide
Electronics January 1998 to
February 1999. Chief executive of
Exide Electronics from January 1995
to January 1998.
John R. W. Clayton (49) Company Secretary and Group Senior
Counsel from November 1999. Company
Secretary and Director of Legal and
Secretariat, Guardian Royal
Exchange plc from May 1992 to
October 1999.
<PAGE>
INVENSYS HOLDINGS LIMITED
DIRECTORS AND EXECUTIVE OFFICERS
James C. Bays (50)* Member of the board of directors
since February 2000. (See
employment details above)
R P A Coles (57) Member of the board of directors
since April 1994. Secretary of the
company from 1991 to February 2000.
James D. Thom (53) Member of the board of directors
since February 2000. Group Tax and
Treasury Strategist, Invensys plc
from February 1999 and with BTR plc
from September 1998 to February
1999. Group Treasury BTR plc from
1977 to September 1998.
Allen M. Yurko (48)* Member of the board of directors
since April 1994. (See employment
details with above)
Invensys Secretaries Limited Appointed corporate secretary of
the Company from February 2000.
-----------------------------
* citizen of the United States of America, with business address at
Carlisle Place, London SW1P 1BX United Kingdom.
** citizen of Sweden, with business address at Carlisle Place, London
SW1P 1BX United Kingdom.
