SC 13G/A 1 0001.txt SCHEDULE 13G AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1 )* Baan Company N.V. (Name of Issuer) Common Shares, par value NLG 0.06 per share (Title of Class of Securities) N08044 10 4 (Cusip Number) (Date of Event Which Requires Filing of this Statement: December 31, 2000) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] 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). CUSIP No. N08044 10 4 13G Page 2 of 7 Pages -------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Fletcher Asset Management, Inc. -------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP** (a) [ ] (b) [ ] -------------------------------------------------------------------------- (3) SEC USE ONLY -------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER SHARES 0 BENEFICIALLY --------------------------------------------- OWNED BY (6) SHARED VOTING POWER EACH 0 REPORTING --------------------------------------------- PERSON WITH: (7) SOLE DISPOSITIVE POWER 0 --------------------------------------------- (8) SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 -------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] -------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% -------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** IA -------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. N08044 10 4 13G Page 3 of 7 Pages -------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Alphonse Fletcher, Jr. -------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP** (a) [ ] (b) [ ] -------------------------------------------------------------------------- (3) SEC USE ONLY -------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States -------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER SHARES 0 BENEFICIALLY --------------------------------------------- OWNED BY (6) SHARED VOTING POWER EACH 0 REPORTING --------------------------------------------- PERSON WITH: (7) SOLE DISPOSITIVE POWER 0 --------------------------------------------- (8) SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 -------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] -------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% -------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** HC -------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1(a). NAME OF ISSUER: Baan Company N.V. ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: Baron van Nagellstrant 89, 3770 LK Barneveld, The Netherlands; and 11911 Freedom Drive, Suite 300, Reston, Virginia 20190 ITEM 2(a). NAMES OF PERSONS FILING: Fletcher Asset Management, Inc. ("FAM") and Alphonse Fletcher, Jr. ITEM 2(b). ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE: 22 East 67th Street, New York, New York 10021 ITEM 2(c). CITIZENSHIP: FAM is a corporation organized under the laws of the State of Delaware. Alphonse Fletcher, Jr. is a citizen of the United States. ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Shares, par value NLG 0.06 per share ITEM 2(e). CUSIP NUMBER: N08044 10 4 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under Section 15 of the Act (b) [ ] Bank as defined in Section 3(a)(6) of the Act (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act (d) [ ] Investment Company registered under Section 8 of the Investment Company Act (e) [x] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 (f) [ ] Employee Benefit Plan or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F) (g) [x] Parent Holding Company or control person, in accordance with Rule 13d-1(b)(1)(ii)(G) (h) [ ] Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act (i) [ ] Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J) If this statement is filed pursuant to Rule 13d-1(c), check this box. [ ] ITEM 4. OWNERSHIP. (a) Amount beneficially owned: 0 (b) Percent of class: 0.0% (based on the 220,671,146 Common Shares (the "Common Shares") of Baan Company N.V. (the "Company") reported to be outstanding as of December 31, 1999 by the Company. (c) Number of shares as to which FAM has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: 0 ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ X ]. Not applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. This Schedule 13G is filed by FAM, which is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, as amended, with respect to the Common Shares held at December 31, 2000 in the Accounts managed by FAM. By reason of the provisions of Rule l3d-3 under the Act, FAM and Mr. Fletcher may each be deemed to own beneficially the Common Shares owned by the Accounts. The Accounts have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such Common Shares purchased for its account. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. This Schedule 13G is filed by FAM and Mr. Fletcher. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(b)) By signing below Fletcher Asset Management, Inc. and Alphonse Fletcher, Jr. certify that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct February 14, 2001 Fletcher Asset Management, Inc. By: /s/ Peter Zayfert ----------------------------------- Name: Peter Zayfert Title: Executive Vice President Alphonse Fletcher, Jr., in his individual capacity *By:/s/ Denis Kiely ------------------------------------ Name: Denis Kiely for Alphonse Fletcher, Jr. *By Power of Attorney, dated February 14, 2001, attached as Exhibit A hereto. Exhibit A Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below revokes all prior Power of Attorney and appoints Denis J. Kiely to act severally as attorney-in-fact for the undersigned solely for the purpose of executing reports required under Sections 13 and 16 of the Securities Exchange Act of 1934, as amended, and filing the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission thereby ratifying and confirming all that said attorney-in-fact may do or cause to be done by virtue hereof. Signed: /s/ Alphonse Fletcher, Jr. -------------------------- Alphonse Fletcher, Jr. Dated: February 14, 2001