To: V3 who wrote (3427 ) 11/2/1998 6:47:00 PM From: The Player Read Replies (1) | Respond to of 4509
More bad news for Baan, what the heck is going on over there? Sale of 8% Stake Fuels Concern About Baan NV --- Shares Used to Secure Loan To a Holding Company Linked to Dutch Firm ---- By Matthew Rose and Mark Maremont Staff Reporters of The Wall Street Journal The sale last week of an 8% stake in Baan NV has added fuel to concerns that the once-high-flying Dutch software company used aggressive accounting to inflate its revenue. Vanenburg Ventures, the holding company that controls the stake of founders Jan and Paul Baan, said on Thursday that the number of shares it owns in Baan has been reduced to 58 million from 75 million, reducing its stake to 30% from 38%. The shares were sold by unnamed creditors who held the shares as collateral on loans made to Vanenburg,according to Vanenburg. By selling the shares, the creditors reduced the principal balance of the loans, Vanenburg said. In an interview in early June, Baan's founder and former chief executive officer, Jan Baan, denied that Vanenburg had used shares in Baan as security for borrowings. "There is no borrowing against shares, because there is no reason," he said. Vanenburg wouldn't comment on whether the shares were pledged for the loans after Mr. Baan's comments in June. Mr. Baan stepped down as CEO in July amid concerns about extensive dealings between Vanenburg and Baan. The fact that Vanenburg borrowed money using Baan stock as collateral is significant because of the close relationship between publicly held Baan and a series of private companies controlled by Vanenburg, formerly called Baan Investments. These companies bought large amounts of software from Baan even though in some cases there were no final customers, and also took over a number of costly support functions from Baan. Critics were concerned that these transactions with Vanenburg artificially boosted Baan's profits. That in turn, they say, helped raised the company's stock, allowing Vanenburg to borrow larger amounts of money. Neil Herman, an analyst at Salomon Smith Barney in New York, said Vanenburg's use of Baan stock as loan security adds to concerns about the mutually selfreinforcing relationship between Baan and Vanenburg. "If you are a stockholder, that sale should give you a pretty queasy feeling in your stomach," he said. Through a spokesman, Mr. Baan declined to comment. Vanenburg declined to comment. Baan said the matter was between Vanenburg and its bankers, and declined to comment further, but in the past has denied any wrongdoing in its relationship with Vanenburg. Earlier this year, Baan was one of the hottest software stocks on Wall Street, with a market capitalization of more than $11 billion at its height. Many analysts thought the company was poised to beat out Oracle Corp. and PeopleSoft Inc. for the right to challenge market leader SAP AG. When Baan's stock was trading at its highs this year of $55, that 8% stake in Baan would have been worth around $880 million. Financial institutions usually lend a certain fraction of the value of the collateral. Vanenburg said that creditors had sold the stock because of its 80% fall in value. Baan's stock has declined as a result of slowing growth in the once-hot market for enterprise software and concerns over Baan's accounting. Baan's stock, which trades in both the U.S. and the Netherlands, closed at $11, unchanged, in Nasdaq Stock Market trading on Friday. Earlier this summer, Baan took measures to divorce its activities from those of Vanenburg after facing heavy investor criticism. In a recent interview, Baan CEO Tom Tinsley said the company expected to complete the acquisition of the 85% it doesn't already own of one of Vanenburg's private companies, Baan Midmarket Solutions, by the beginning of the first quarter of 1999. Last week, Baan said it would reduce its work force by 20% after reporting a third-quarter loss-its first quarterly loss in three years -- and it's also facing a number of shareholder lawsuits alleging false accounting. Separately, on Friday, the ratings concern Standard & Poor's Ratings Group said it had placed Baan's corporate debt on CreditWatch with negative implications, following its third-quarter results.