================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 Schedule TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ---------- Gartner, Inc. (Name of Subject Company (Issuer)) Gartner, Inc. (Issuer) (Name of Filing Person (Identifying Status as Offeror, Issuer or Other Person)) Common Stock, Class A, $0.0005 Par Value Common Stock, Class B, $0.0005 Par Value ---------- (Title of Class of Securities) Common Stock, Class A, 366651107 Common Stock, Class B, 366651206 ---------- (CUSIP Number of Class of Securities) Lewis G. Schwartz, Esq. General Counsel Gartner, Inc. P.O. Box 10212 56 Top Gallant Road Stamford, CT 06902-7747 Tel: (203) 316-1111 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person) ---------- Copies to: Larry W. Sonsini, Esq. Robert Sanchez, Esq. Michael S. Dorf, Esq. Wilson Sonsini Goodrich & Rosati, Professional Corporation 650 Page Mill Road Palo Alto, CA 94304 Tel: (650) 493-9300 CALCULATION OF FILING FEE ================================================================================ Transaction Valuation* Amount of Filing Fee** - -------------------------------------------------------------------------------- $226,853,122.50 $28,742 ================================================================================ * Calculated solely for purposes of determining the amount of the filing fee. Pursuant to rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended, the Transaction Valuation was calculated assuming that 11,298,630 outstanding shares of Common Stock, Class A, and 5,505,305 outstanding shares of Common Stock, Class B, are being purchased at the maximum possible tender offer price of $13.50 per share. ** The amount of the filing fee, calculated in accordance with Rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #7 for Fiscal Year 2004 issued by the Securities and Exchange Commission, equals $126.70 per million of the value of the transaction. |X| 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: $28,742 Form or Registration No.: Schedule TO Filing Party: Gartner, Inc. Date Filed: June 22, 2004 |_| 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: |_| third party tender offer subject to Rule 14d-1. |X| issuer tender offer subject to Rule 13e-4. |_| going-private transaction subject to Rule 13e-3. |_| 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: ================================================================================
This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on June 22, 2004 (the "Schedule TO") by Gartner, Inc., a Delaware corporation (the "Company"), relating to the offer by the Company to purchase for cash up to 11,298,630 shares of its Common Stock, Class A, par value $0.0005 per share ("Class A Shares"), and 5,505,305 shares of its Common Stock, Class B, par value $0.0005 per share ("Class B Shares," and together with the Class A Shares, the "Shares"), including, in each case, the associated preferred stock purchase rights issued under the Amended and Restated Rights Agreement, by and between the Company and Mellon Investor Services LLC (as successor Rights Agent of Fleet National Bank), as amended by Amendment No. 1 to the Amended and Restated Rights Agreement, dated as of June 30, 2003, at a price of not more than $13.50 nor less than $12.50 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 22, 2004 (the "Offer to Purchase") and the accompanying letters of transmittal (the "Letters of Transmittal"), which together, as each may be amended and supplemented from time to time, constitute the tender offer. This Amendment No. 1 is intended to satisfy the reporting requirements of Rule 13e-4(c)(3) of the Securities Exchange Act of 1934, as amended. Copies of the Offer to Purchase and the accompanying Letters of Transmittal were previously filed with the Schedule TO as Exhibits (a)(1)(A), (a)(1)(B)(i) and (a)(1)(B)(ii), respectively. The information in the Offer to Purchase and the accompanying Letters of Transmittal is incorporated in this Amendment No. 1 to the Schedule TO by reference in response to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein. Item 12. Exhibits. Item 12 of the Schedule TO is hereby amended and supplemented by adding the following: Exhibit Number Description - ------------- --------------------------------------------------------------- (a)(5)(B) Gartner Tender Offer-Questions and Answers for Gartner employees.
SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct. GARTNER, INC. /s/ Christopher Lafond --------------------------------------- Christopher Lafond Executive Vice President and Chief Financial Officer Date: June 23, 2004
INDEX TO EXHIBITS Exhibit Number Description - ------------- --------------------------------------------------------------- (a)(1)(A) Offer to Purchase, dated June 22, 2004.* (a)(1)(B) (i) Letter of Transmittal, Common Stock, Class A.* (ii) Letter of Transmittal, Common Stock, Class B.* (a)(1)(C) (i) Notice of Guaranteed Delivery, Common Stock, Class A.* (ii) Notice of Guaranteed Delivery, Common Stock, Class B.* (a)(1)(D) Letter to brokers, dealers, commercial banks, trust companies and other nominees, dated June 22, 2004.* (a)(1)(E) Letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees, dated June 22, 2004.* (a)(1)(F) Notice to participants in the Gartner, Inc. Savings and Investment Plan, dated June 22, 2004.* (a)(2) Not Applicable. (a)(3) Not Applicable. (a)(4) Not Applicable. (a)(5)(A) Summary Advertisement, dated June 22, 2004.* (a)(5)(B) Gartner Tender Offer - Questions and Answers for Gartner employees.** (b)(1) Commitment Letter, dated June 17, 2004, by and between the Company, J.P. Morgan Securities Inc. and JPMorgan Chase Bank.* (d)(1) Stock Purchase Agreement, dated as of June 17, 2004, among the Company and Silver Lake Partners, L.P., Silver Lake Investors, L.P., and Silver Lake Technology Investors, L.L.C.* (d)(2) Amended and Restated Securityholders Agreement, dated as of July 12, 2002, among the Company, Silver Lake Partners, L.P. and other parties thereto, incorporated by reference from the Company's Annual Report on Form 10-K as filed on December 29, 2002. (d)(3) 1991 Stock Option Plan as amended and restated on October 12, 1999, incorporated by reference from the Company's Annual Report on Form 10-K filed on December 22, 1999. (d)(4) 1993 Director Stock Option Plan as amended and restated on April 14, 2000, incorporated by reference from the Company's Annual Report on Form 10-K as filed on December 29, 2000. (d)(5) 2002 Employee Stock Purchase Plan, as Amended and Restated February 5, 2003, incorporated by reference from the Company's Form 10-Q as filed on August 14, 2003. (d)(6) 1994 Long Term Stock Option Plan, as amended and restated on October 12, 1999, incorporated by reference from the Company's Annual Report on Form 10-K filed on December 22, 1999. (d)(7) 1998 Long Term Stock Option Plan, as amended and restated on October 12, 1999, incorporated by reference from the Company's Annual Report on Form 10-K filed on December 22, 1999. (d)(8) 1996 Long Term Stock Option Plan, as amended and restated on October 12, 1999, incorporated by reference from the Company's Annual Report on Form 10-K filed on December 22, 1999. (d)(9) 1999 Stock Option Plan, incorporated by reference from the Company's Form S-8 as filed on February 16, 2002. (d)(10) 2003 Long-Term Incentive Plan, incorporated by reference from the Company's Proxy Statement for its annual meeting dated February 13, 2003. (d)(11) Employment Agreement between Michael D. Fleisher and the Company as of October 1, 2002, incorporated by reference from the Company's Annual Report on Form 10-K as filed on December 29, 2002. (d)(12) Amendment to Employment Agreement between Michael D. Fleisher and the Company dated as of April 29, 2004, incorporated by reference from the Company's Quarterly Report on Form 10-Q as filed on May 4, 2004. (d)(13) Employment Agreement between Maureen O'Connell and the Company dated as of October 15, 2002 and effective as of September 23, 2002, incorporated by reference from the Company's Annual Report on Form 10-K as filed on December 29, 2002. (d)(14) Employment agreement between Zachary Morowitz and the Company dated as of January 20, 2003, incorporated by reference from the Company's Transition Report on Form 10-KT as filed on March 31, 2003. (d)(15) Amended and Restated Rights Agreement, dated as of August 31, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, with related Exhibits, incorporated by reference from the Company's Annual Report on Form 10-K as filed on December 29, 2002. (d)(16) Amendment No. 1 to the Amended and Restated Rights Agreement, dated as of June 30, 2003, between the Company and Mellon Investor Services LLC, as Rights Agent, incorporated by reference from the Company's Amendment No. 2 to Form 8-A as filed on June 30, 2003. (g) Not applicable. (h) Not applicable. * Previously filed with Schedule TO on June 22, 2004. ** Filed herewith
Q & A: 1. What is a Dutch auction self-tender offer? A Dutch auction tender offer is where a company offers to repurchase its shares at a price set through an auction process. The company offers to repurchase a specific number of shares within a give price range. Stockholders are invited to tender in shares over a period of time by indicating the lowest price within the range they will accept. The company then aggregates all offers and buys the tendered shares up to the specified amount at the lowest price possible. All stockholders who tendered shares at the accepted price or lower will have their tender offer accepted. If the company receives more offers than the number of shares that it offered to purchase, i.e., the tender is over-subscribed, all tendering stockholders will generally receive a pro-rata allocation based on the total number of shares that they tendered. 2. How will this affect Earnings Per Share (EPS)? We believe that EPS will increase because there will be fewer shares outstanding. 3. Why did Gartner decide to repurchase its shares now? One of the reasons is that the tender offer allows us to return cash to stockholders that elect to participate at a premium over recent trading prices. We also believe that it is an efficient use of our cash. 4. Will the repurchase affect the company's operations in any way? No. We believe that we will have sufficient liquidity and financial flexibility to continue business operations after the completion of the tender. 5. How will it affect associates who own shares? For associates who own shares, they have the same rights as all other stockholders. Associates who own shares can tender in their shares at any price within the $12.50-$13.50 range. If they tender in at or below the accepted price, they will be able to sell their shares. If there is an over-subscription, they will be subject to the same pro-ration as all other stockholders. 6. How does it affect associates who have stock options? Vested options cannot be tendered into the offer. If an associate holds vested options, the associate must first exercise their option (i.e. buy the shares) by paying the exercise price so that they will actually own their shares. Once the associate owns the shares, they may tender in their shares as detailed in question 5. 7. How does this affect Silver Lake Partners and other large stockholders? Silver Lake Partners has agreed to sell approximately 9.2 million shares. This is their pro-rata share of the total transaction, 26 million shares. If the tender is oversubscribed, their ownership percentage will remain constant. If the tender is under-subscribed, they will sell additional shares to Gartner, up to an aggregate total of approximately 12 million shares. In that case, their percentage ownership level will decrease. ValueAct has stated that they will not participate in this transaction. Therefore, their ownership percentage will increase as a result of the transaction.
8. Does Gartner recommend that associates who own shares should participate in the Dutch auction? Neither management, nor our board of directors makes any recommendation to you as to whether you should tender or refrain from tendering your shares or as to the price or prices at which you choose to tender your shares. You must make you own decision and in doing so should read carefully the information that we filed today with the Securities and Exchange Commission. 9. Who can offer advice? You should seek independent financial and tax advice on this matter. 10. Where should I go for more information? You can obtain a copy of the offer to purchase and other documents that we filed with the Securities and Exchange Commission at www.sec.gov or by contacting the information agent for the tender offer, Georgeson Shareholder Communications, by calling (888) 279-4024. Disclaimer This Q&A is for your information only and is not an offer to buy or the solicitation of an offer to sell any shares of Gartner's common stock. The solicitation of offers to buy shares of Gartner common stock is only being made pursuant to the offer to purchase and related materials that Gartner will send to its stockholders shortly. Stockholders should read those materials carefully because they will contain important information, including the various terms of, and conditions to, the tender offer. The offer to purchase and related materials may be obtained for free at the SEC's website at www.sec.gov or from our information agent, Georgeson Shareholder Communications, by calling (888) 279-4024. We urge stockholders to carefully read all of those materials prior to making any decisions with respect to the tender offer.