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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
Baan Company N.V.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
N08044-10-4
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(CUSIP Number)
December 31, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
* 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 the
disclosures provided in a prior cover page.
The information required in 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 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
SEC 1745 (3-98)
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CUSIP No. N08044-10-4
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Vanenburg Group B.V. (formerly Vanenburg Ventures BV and Baan
Investment B.V.)
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
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3. SEC Use Only
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4. Citizenship or Place of Organization The Netherlands
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Number of
Shares 5. Sole Voting Power 0
Beneficially --------------------------------------------------------------
Owned by Each
Reporting 6. Shared Voting Power 21,078,821
Person With: --------------------------------------------------------------
7. Sole Dispositive Power 0
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8. Shared Dispositive Power 14,729,628
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
21,078,821
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 9.55 %
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12. Type of Reporting Person (See Instructions) 00
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ITEM 1.
(a) Name of Issuer: Baan Company N.V.
(b) Address of Issuer's Principal Executive Offices:
Baron van Nagellstraat 89
3371 LK Barneveld
PO Box 143
3770 AC Barneveld
The Netherlands
ITEM 2.
(a) Name of Person Filing: Vanenburg Group B.V. (formerly Vanenburg
Ventures BV and formerly Baan Investment B.V.)
(b) Address of Principal Business Office or, if none, Residence:
PO Box 231
3882 RH Putten
The Netherlands
(c) Citizenship: The Netherlands
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: N08044-10-4
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-1(b) OR
240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment advisor in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
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(a) Amount of beneficially owed: 21,078,821
(b) Percent of class: 9.55%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote. 0
(ii) Shared power to vote or to direct the vote. 21,078,821
(iii) Sole power to dispose or to direct the disposition of . 0
(iv) Shared power to dispose or to direct the disposition of.
14,729,628
Instruction. For computations regarding securities which represent a
right to acquire an underlying security see Section 240.13d-3(d)(1).
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Stichting Administratiekantoor Vanenburg Ventures, a share administration
foundation under the Netherlands law (the "Share Administration Foundation"),
holds all of the shares of Vanenburg Group B.V. (formerly Vanenburg Ventures BV
and formerly Baan Investment B.V.) ("Vanenburg") and thereby shares the power to
vote the shares of Vanenburg. Oikonomos, a charitable foundation established
under Netherlands law (the "Foundation"), holds the economic interest in all of
the shares of Vanenburg.
Jan Baan and Johan George Paulus Baan ("J.G. Paul Baan") serve as the
directors of the Share Administration Foundation, and thereby share the power to
vote the shares of Vanenburg.
In November 1994, Jan Baan and J.G. Paul Baan established the Foundation
to carry out charitable activities throughout the world. In establishing the
Foundation, Jan Baan and J.G. Paul Baan desired to transfer the economic value
of their indirect (through Baan Brothers B.V. ("BBB"), formerly named Baan
Business B.V., formerly named Baan Barneveld Beheer B.V.) share interests in the
Issuer to the Foundation while retaining effective voting control over such
shares. In order to accomplish this, Messrs. Baan and Baan established or caused
to be established the Foundation,Vanenburg and the Share Administration
Foundation. Messrs. Baan and Baan transferred all of the shares in the Issuer
from BBB, a company beneficially owned and controlled by them, to Vanenburg. All
of the shares of Vanenburg are held by the Share Administration Foundation,
which therefore has the right to vote all the shares of Vanenburg. In exchange
for the acquisition of shares in Vanenburg by the Share Administration
Foundation, the Share Administration Foundation transferred to the Foundation
depositary receipts representing the economic interest in the shares of
Vanenburg. As a result, the Foundation now indirectly owns (through the Share
Administration Foundation and Baan Investment) 100% of the economic interest in
the shares of the Issuer held by Vanenburg. Jan Baan and J.G. Paul Baan, as
directors of the Share Administration Foundation, effectively retain voting
control of these shares of the Issuer. The ability of Vanenburg to transfer the
shares of the Issuer is subject to certain approval rights of Baan Brothers
B.V.)
Jan Baan beneficially owned 327,973 shares and J.G. Paul Baan
beneficially owned 266,434 shares of which 235,665 with respect to each
represented shares issuable upon the exercise of options that are vested and
exercisable as of sixty days following December 31, 1999.
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ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
Not applicable.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set in this statement is true, complete and
correct.
July 11, 2000
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Date
/s/ Wim Heijting
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Signature
Wim Heijting, CEO and General Counsel
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Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
