META GROUP INC
8-K, 1999-04-15
ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT
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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 EXCHANGE ACT OF 1934


         Date of Report (Date of earliest event reported):  April 14, 1999      
           ---------------------------------------------

                             META GROUP, INC.                                   
            (Exact name of Registrant as specified in its charter)

         DELAWARE                       0-27280                 06-0971675
         --------                       -------                 ----------
(State or other  jurisdiction  of  (Commission file         (I.R.S.  Employer
 incorporation or organization)      Number)               (Identification No.)


208 Harbor Drive, Stamford, CT                                     06912
- ------------------------------                                  ----------
(Address of principal executive offices)                        (Zip Code)


     Registrant's telephone number including area code:  (203) 973-6700
                                                         --------------

                         No change since last report
             ----------------------------------------------------- 
             (Former name or address, if changed since last report)



<PAGE>
Item 5.  Other Events.

         On April 14, 1999, the Registrant announced (i) preliminary results for
the fiscal quarter ended March 31, 1999 and (ii) a stock  repurchase  program to
purchase up to 1,200,000  shares of its Common Stock, as more fully described in
Registrant's press release dated April 14, 1999 incorporated herein by reference
(and attached hereto as Exhibit 99.1).



Item 7.  Financial Statements and Exhibits
- ------------------------------------------

         (c)      Exhibits.

                  99.1     Press release dated April 14, 1999.


<PAGE>


                                    SIGNATURE


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 thereunto duly authorized.


                                          META GROUP, INC.


                                      
                                          By: /s/ Dale Kutnick
                                          ------------------------------------
   
                                          Dale Kutnick
                                          President and Chief Executive Officer



April 15, 1999




                                META Group
- --------------------------------------------------------------------------------
META Group, Inc., 208 Harbor Drive, P.O. Box 120061, Stamford, CT 06912-0061
(203) 973-6700 Fax: (203) 359-8066

                                    News Release

FOR IMMEDIATE RELEASE               Contact: Bernard F. Denoyer
                                             Investor Relations/CFO
                                             (203) 973-6813
                                             [email protected]

                                             Alison Ziegler
                                             The Financial Relations Board, Inc.
                                             (212) 661-8030


             META GROUP ANNOUNCES PRELIMINARY FIRST QUARTER RESULTS
                     AND DISCLOSES SHARE REPURCHASE PROGRAM

         Stamford, CT -- April 14, 1999 -- META Group, Inc. (Nasdaq: METG) today
announced  that based on  preliminary  analysis  of its  results,  it expects to
report  revenues for the quarter  ending March 31, 1999 of between $20.0 million
and $20.5 million, and earnings per share of between $0.10 and $0.11. At the low
end of the revenue  range,  revenues for the first  quarter are expected to grow
32%, versus the first quarter ended March 31, 1998.

         "The unexpected  shortfall in the quarter was caused by  reorganization
initiatives  commenced  this  quarter  in  connection  with  the  recent  Sentry
Consulting Group acquisition and some publication product shortages.  Continuous
Services revenue growth was also slightly lower than expected, while at the same
time, the Company continued to aggressively invest in its sales organization and
new product  development.  First quarter Continuous Services billings,  however,
showed encouraging strength late in the quarter," said Dale Kutnick,  president,
CEO, and co-research director.

         "We remain extremely confident in our expanded sales team's ability to
sustain high top line growth in 1999 by  positioning  our complete  product line
across  our  client's  decision-making  life cycle opportunities,"  said  Dan
Fitzgerald, executive vice president, sales.

         META Group also announced  that its Board of Directors has  unanimously
authorized the repurchase of up to 1.2 million shares of its common stock in the
open market from time to time,  depending on market condition and other factors.
As of March 22,  1999,  the  Company  had  11,930,816  shares  of  common  stock
outstanding.

         "With $47  million in cash and  marketable  securities  on hand and the
share price at current levels,  the economic value added to our  shareholders of
this repurchase is extremely compelling. Our post repurchase cash and marketable
securities, when combined with our expected cash flow in 1999, will be more than
adequate to continue to fund our new  business  development  initiatives,"  said
Bernard Denoyer, senior vice president and CFO.

         META Group helps  companies  make better  information  technology  (IT)
decisions by providing research and unlimited analyst  consultation  relevant to
their specific business needs. Offering advisory

                                    --More--
<PAGE>

META Group, Inc.
April 15, 1999
Page 2


services, consulting/benchmarking,  and publications that span the full spectrum
of IT,  META Group  addresses  the latest  technologies,  industry  trends,  and
business challenges. With more than 1,700 client companies worldwide, META Group
differentiates itself from other information providers through its commitment to
Highly personal service (enabling "analysis in context"),  bottom-line  answers,
and   objectivity.   To  support   this   promise,   META  Group   maintains   a
client-to-analyst  ratio of 50:1 -- the lowest in the industry -- and  reinvests
almost 50% of its revenue back into research and client  services.  For details,
connect with www.metagroup.com.

         Statements  above  that  are not  historical  facts  may be  considered
forward-looking  statements  that  involve  risks and  uncertainties,  including
statements  regarding  the  sustainability  of  our  differentiated   continuous
research and advisory  services.  Actual  results  could differ  materially as a
result of a variety of  factors,  including  the level and timing of renewals of
subscription to Continuous Services; the timing and amount of business generated
by the Company; the mix of domestic versus international business; the timing of
the development,  introduction, marketing, and market acceptance of new products
and  services;  the timing of the hiring of research  analysts and  consultants;
changes in the spending patterns of the Company's target clients; changes in the
market  demand for IT research and analysis and  competitive  conditions  in the
industry; as well as other risks and uncertainties detailed from time to time in
the Company's filings with the Securities and Exchange Commission.


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