UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 17
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. 16
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
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:
<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 193,365,064
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
193,365,064
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
193,365,064
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW* (11)
72.3%
14 TYPE OF REPORTING PERSON 00 (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>
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 193,365,064
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
193,365,064
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
193,365,064
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW* (11)
72.3%
14 TYPE OF REPORTING PERSON 00 (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. 16 TO SCHEDULE 13D
This Amendment No. 16 to Schedule 13D supplements, amends and
restates information contained in the Schedule 13D originally filed on June
9, 2000 as amended (the "Schedule 13D"), by the Reporting Persons (as
defined therein).
Capitalized terms used in this Amendment No. 16 to Schedule 13D,
but not otherwise defined, have the meanings ascribed to them in the
Schedule 13D.
Schedule 13D is supplemented and amended by this Amendment No. 16
as follows:
Item 4: Purpose of the Transaction
Item 4 is hereby amended and supplemented to add the following
information following the last paragraph of item 4:
In a press release dated August 3, 2000 Parent announced that a
new action plan had begun immediately under the leadership of Bruce
Henderson, Divisional Chief Executive of Invensys Software Systems. A copy
of the press release is attached hereto as an exhibit to this Schedule 13D
and is incorporated herein by reference.
On August 3, 2000, the Company gave its shareholders notice of an
extraordinary general meeting to be held on August 18, 2000. At the meeting
Company shareholders will be asked to appoint members of the Company's
Board of Managing Directors and the Company's Board of Supervisory
Directors.
The nominees for the Board of Managing Directors (with their
titles next to their names in parentheses) are:
Bruce Henderson (Chairman) - Division Chief Executive of
Invensys Software Systems;
Laurens van der Tang (President) - Executive Vice President,
Research and Development, Baan;
J.C. (Hans) Wortmann (Senior Vice President Research &
Development) - Supervisory Director, Baan;
David S. Wyman (Chief Financial Officer, Invensys Software
and Systems Division) - Vice President Transition for the
Invensys Software and Systems Division;
Christopher J. Besley (Treasurer) - Group Treasurer,
Invensys plc;
Tim Voak (Tax Director) - Head of Group Tax, Invensys plc.
The nominees for the Board of Supervisory Directors are:
Kathleen A. O'Donovan - Chief Financial Officer, Invensys
plc;
James F. Mueller - Chief Operating Officer, Invensys plc;
James C. Bays - Senior Vice President, General Counsel and
Chief Legal Officer, Invensys plc;
John B. Saunders - Senior Vice President and Director of
Corporate Strategy and Development, Invensys plc;
Robert E. Goudie, Jr. - Senior Vice President, General
Counsel and Secretary to the Board of Baan.
In addition, Pierre J. Everaert, who temporarily stepped down as
Supervisory Director of Baan in January 2000 to serve as Interim CEO of
Baan, will resume his duties effective as of the meeting.
<PAGE>
AMENDMENT NO. 17 TO SCHEDULE TO
This Tender offer Statement Amendment No. 17 on Schedule TO
("Amendment No. 17") 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 ("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. 17 supplements, amends and restates
information contained in the Tender Offer Statement on Schedule TO
originally filed on June 14, 2000, as amended.
Section 12 under the caption "Plans for the Company" is amended
by adding the information added to Item 4 in the amendment Number 16 to
Schedule 13D above.
Item 12: Materials Filed as Exhibits
Exhibit Number Title
-------------- -----
(a)(5)(i) Press Release Dated August 3, 2000
(a)(5)(ii) Text of Notice published
in the Netherlands August 2, 2000
(English translation)
<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: August 4, 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
