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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
July 16, 1999
Date of Report (Date of earliest event reported)
GARTNER GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-14443 04-3099750
- --------------- ------------------------ ---------------
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
P.O. Box 10212
56 Top Gallant Road
Stamford, CT 06904-2212
(Address of principal executive offices)
(203) 964-0096
(Registrant's telephone number, including area code)
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Item 5. Other Events
The purpose of this Form 8-K is to file a press release issued by Gartner
Group, Inc. on July 16, 1999 regarding the recapitalization of Gartner Group,
Inc., the declaration of a dividend and the creation of a classified Board of
Directors. A copy of the press release is filed herewith as Exhibit 99.1 and is
hereby incorporated by reference to this Item 5.
99.1 Press Release dated July 16, 1999 regarding the
recapitalization of Gartner Group, Inc., the declaration of
a dividend and the creation of a classified Board of
Directors.
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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 hereunto duly authorized.
GARTNER GROUP, INC.
Dated: July 29, 1999 By: /s/ Michael D. Fleisher
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Michael D. Fleisher
Executive Vice President and Chief
Financial Officer (Principal
Financial and Accounting Officer)
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EXHIBITS
Exhibit
Number Exhibit Title
- ------ -------------
99.1 Press Release dated July 16, 1999 regarding the recapitalization
of Gartner Group, Inc., the declaration of a dividend and the
creation of a classified Board of Directors.
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EXHIBIT 99.1
[GARTNER GROUP LOGO] PRESS RELEASE
FOR IMMEDIATE RELEASE Jennifer L. Schlueter
Vice President, Investor Relations
203.316.6537
GARTNERGROUP ANNOUNCES STOCKHOLDER APPROVAL OF RECAPITALIZATION
STAMFORD, Conn. -- July 16, 1999 -- Gartner Group, Inc. (NYSE: IT), the world's
leading authority on information technology (IT), today announced that its
stockholders have approved a series of transactions previously announced by
GartnerGroup, including the recapitalization of GartnerGroup and the spin-off by
IMS Health Incorporated (NYSE: RX) to its public stockholders of a significant
portion of the equity position in GartnerGroup held by IMS Health.
GartnerGroup also announced a cash dividend of $1.1945 per share, payable on
July 22, 1999 to all GartnerGroup stockholders of record as of July 16, 1999.
More specifically, at a special meeting of GartnerGroup stockholders held
earlier today, the stockholders approved the recapitalization of GartnerGroup's
outstanding Common Stock into two classes of Common Stock, consisting of Class A
Common Stock and Class B Common Stock, and the issuance of an aggregate of
40,689,648 shares of Class B Common Stock to IMS Health in exchange for a like
number of shares of Class A Common Stock held by IMS Health. IMS Health has
previously agreed to distribute such shares of Class B Common Stock to the
public stockholders of IMS Health, in a tax-free spin-off, and today announced
that the shares will be distributed pro rata to stockholders of record of IMS
Health as of July 17, 1999. This share distribution is expected to be made by
IMS Health on July 26, 1999.
At the special meeting, GartnerGroup stockholders also approved a proposal to
create a classified Board of Directors, consisting of three classes having
staggered three-year terms. The Board of Directors has been increased to ten
members, and Anne Sutherland Fuchs, Charles B. McQuade and Kenneth Roman have
been appointed to fill vacancies on the Board. Separately, Robert Weissman of
IMS Health has resigned from the GartnerGroup Board in connection with the
reduction in IMS
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Health's equity interest in GartnerGroup.
The stockholders of GartnerGroup also approved at the meeting an increase in the
authorized capital of GartnerGroup, to a total of 250,000,000 shares of Common
Stock (166,000,000 shares of Class A Common Stock and 84,000,000 shares of Class
B Common Stock) and 5,000,000 shares of Preferred Stock.
The cash dividend declared by GartnerGroup of $1.1945 per share (representing a
total dividend of approximately $125 million) will be paid on July 22, 1999 to
all GartnerGroup stockholders of record as of the close of business on July 16,
1999. Because the record date for the distribution of Class B Common Stock by
IMS Health to its stockholders has been set at July 17, 1999, IMS Health
stockholders who receive shares of Class B Common Stock in such distribution
will not be entitled to participate in the GartnerGroup cash dividend.
About GartnerGroup
As the world's leading authority on IT, GartnerGroup provides clients with a
wide range of products and services in the areas of IT advisory services,
measurement, research, decision support, analysis and consulting. Founded in
1979, with headquarters in Stamford, Conn., GartnerGroup is at the center of a
global community serving Fortune 1000 companies from 80 locations worldwide.
GartnerGroup's unique capabilities and resources help bring clarity to the
direction of the world's hottest and most volatile industry.
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