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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
Date of Report: August 28, 2000
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BAAN COMPANY N.V.
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Baron van Nagellstraat 89
3771 LK Barneveld
The Netherlands
and
2191 Fox Mill Road, Suite 500
Herndon, VA 20171
(Address of principal executive offices)
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Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): NA
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<PAGE>
Baan Company N.V., a Netherlands corporation ("Baan Company"), issued
a press release dated August 28, 2000 (the "Press Release") and a Notice of
Offer to Repurchase published in Dutch newspapers dated August 28, 2000
(the "Notice" and together with the Press Release the "Releases"),
announcing that Baan Company had commenced an offer to repurchase any
and all of its outstanding 4.5% Convertible Subordinated Notes due 2001 at
a repurchase price of U.S. $229.00 per U.S. $1,000.00 principal amount,
plus accrued and unpaid interest.
The Press Release is attached as Exhibit 99.1 and the Notice is
attached as Exhibit 99.2 to this Report on Form 6-K. The Releases are
incorporated by reference herein. The foregoing summary of the Releases is
qualified in its entirety by reference to the Releases.
Any statements contained in the Releases that are not historical facts
are forward-looking statements. In particular, statements using the words
"will," "plans," "expects," "believes," "anticipates," or like terms are by
their nature predictions based upon current plans, expectations, estimates,
and assumptions. These statements are subject to a number of risks and
uncertainties that could significantly affect outcomes, which may differ
materially from the expectations, estimates, or assumptions expressed in or
implied by any such forward-looking statements. Specific risks applicable
to such forward-looking statements include risks associated with the
failure to conclude any proposed agreement and/or changing conditions in
the marketplace. Other risks and uncertainties associated with the
businesses of Baan Company may be reviewed in Baan Company's public filings
on Form 6-K and Form 20-F. Those documents are publicly on file with the
U.S. Securities and Exchange Commission. The foregoing disclaimer does not
apply to statements made in connection with the offer to purchase the
outstanding common shares of Baan Company by Invensys plc.
EXHIBIT NO. DESCRIPTION
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99.1 Press release of Baan Company N.V., dated August 28, 2000
99.2 Notice of Offer to Repurchase, dated August 28, 2000
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
August 28, 2000 BAAN COMPANY N.V.
By: /s/James C. Bays
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Name: James C. Bays
Title: Member, Supervisory Board
of Directors
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EXHIBIT INDEX
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Exhibit No. Description
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99.1 Press release of Baan Company N.V., dated August 28, 2000
99.2 Notice of Offer to Repurchase, dated August 28, 2000
