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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 4)
(FINAL AMENDMENT)
GARTNER GROUP, INC.
(NAME OF ISSUER)
GARTNER GROUP, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, CLASS A, PAR VALUE $0.0005 PER SHARE
COMMON STOCK, CLASS B, PAR VALUE $0.0005 PER SHARE
(TITLE OF CLASS OF SECURITIES)
366651 10 7 (CLASS A COMMON STOCK)
366651 20 6 (CLASS B COMMON STOCK)
(CUSIP NUMBER OF CLASS OF SECURITIES)
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MICHAEL D. FLEISHER
GARTNER GROUP, INC.
56 TOP GALLANT ROAD
STAMFORD, CT 06904
(203) 964-0096
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
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COPY TO:
HOWARD S. ZEPRUN, ESQ.
WILSON SONSINI GOODRICH & ROSATI
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
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JULY 27, 1999
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
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This Amendment No. 4 to the Issuer Tender Offer Statement on Schedule 13E-4
originally filed with the Securities and Exchange Commission on July 27, 1999
(the "Schedule 13E-4") relates to the offer by Gartner Group, Inc., a Delaware
corporation (the "Company" or the "Issuer"), to purchase up to 15,700,000 shares
of its Common Stock, par value $0.0005 per share, consisting of 9,600,000 shares
of Common Stock, Class A ("Class A Common Stock") and 6,100,000 shares of Common
Stock, Class B ("Class B Common Stock"; together with the Class A Common Stock,
the "Common Stock" or the "Shares"). The Company offered to purchase such shares
at prices not less than $21 nor more than $24 per share, net to the seller in
cash, without interest thereon, as specified by stockholders tendering their
Shares, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated July 27, 1999 (the "Offer to Purchase") and in the related Letter
of Transmittal (which, as amended or supplemented from time to time, together
constitute the "Offer"), which Offer was intended to satisfy the reporting
requirements of Section 13(e) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
This Amendment constitutes the final amendment to the Schedule 13E-4 in
accordance with Rule 13e-4(c)(3) under the Exchange Act and General Instruction
D to Schedule 13E-4.
ITEM 8. ADDITIONAL INFORMATION.
Item 8(e) is hereby amended and supplemented to add the following
information:
The Offer expired at 12:00 Midnight, New York City time, on Tuesday, August
31, 1999. On Wednesday, September 8, 1999, the Company announced the final
results of the Offer. The Offer was oversubscribed and, in accordance with the
terms of the Offer, the Company repurchased a total of 9,636,247 shares of Class
A Common Stock at a purchase price of $21.75 per share and a total of 6,123,032
shares of Class B Common Stock at a purchase price of $21.875 per share. With
respect to both the Class A Common Stock and the Class B Common Stock, the
additional shares that the Company elected to purchase did not exceed 2% of the
outstanding shares of such class, calculated in accordance with Rule
13e-4(f)(1)(ii) and Section 14(d)(3) of the Exchange Act. The proration factor
for the Class A Common Stock is 82.84823%, and the Company is repurchasing 100%
of the Class B Common Stock validly tendered at or below the purchase price of
$21.875 per share.
All holders of fewer than 100 shares of Class A Common Stock who validly
tendered at or below the $21.75 per share purchase price for the Class A Common
Stock are not subject to proration.
No further shares will be purchased under the Offer, and upon payment in
full of the purchase price in respect of all validly tendered and purchased
shares, the Offer is completed.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of Schedule 13E-4 is hereby amended and supplemented to add the
following exhibit:
(a)(16) Press Release dated September 8, 1999.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: September 10, 1999
GARTNER GROUP, INC.
By: /s/ MICHAEL D. FLEISHER
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Name: Michael D. Fleisher
Title: Executive Vice President
and
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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(a)(16) Press Release dated September 8, 1999.
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[GARTNER GROUP LOGO] PRESS RELEASE
FOR IMMEDIATE RELEASE
GARTNER GROUP, INC. ANNOUNCES FINAL RESULTS OF
'DUTCH AUCTION' TENDER OFFER
Stamford, Conn. - September 8, 1999 - Gartner Group, Inc. (NYSE: IT), the
world's leading authority on information technology (IT), today announced the
final results of its Dutch Auction tender offer which expired on August 31,
1999. The company announced that it has purchased a total of 15,759,279 shares,
comprised of 9,636,247 shares of Class A Common Stock at a purchase price of
$21.75 per share and 6,123,032 shares of Class B Common Stock at a purchase
price of $21.875 per share.
The purchase price for the Class A Common Stock remained identical to the
purchase price preliminarily announced on September 1, 1999, while the purchase
price for the Class B Common Stock is slightly higher than the price of $21.50
per share preliminarily announced on such date, due to a final determination of
proper tenders of shares. The final proration factor for the Class A Common
Stock is 82.85 percent, while the company is purchasing 100 percent of the Class
B Common Stock tendered at or below the purchase price of $21.875 per share. All
holders of fewer than 100 shares of Class A Common Stock who validly tendered at
or below the settlement prices will not be subject to proration.
The depositary for the offer will promptly issue payment for the shares accepted
under the offer and return all shares tendered in excess of this price and
shares not accepted because of proration. The shares purchased represent about
15 percent of the approximately 104.7 million shares outstanding immediately
prior to the offer.
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. Additional
information about the company is available on the World Wide Web at
www.gartner.com.
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