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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) OCTOBER 1, 1996
GARTNER GROUP, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-015144 04-3099750
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
P.O. Box 10212 06904-2212
56 Top Gallant Road ----------
Stamford, CT (Zip Code)
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(Address of principal executive offices)
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Registrant's telephone number, including area code: (203) 964-0096
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Item 4. Changes in the Registrant's Certifying Accountant
(a) Previous independent accountants
(i) On September 25, 1996, Price Waterhouse LLP resigned as the
independent accountants of Gartner Group, Inc. Price
Waterhouse LLP advised the Registrant that it was resigning as
the Registrant's independent accountants due to a planned
business relationship with the Registrant that may impair the
independence of Price Waterhouse LLP.
(ii) The reports of Price Waterhouse LLP on the financial
statements for the past two fiscal years contained no adverse
opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting
principle.
(iv) In connection with its audits for the two most recent fiscal
years and through September 25, 1996, there have been no
disagreements with Price Waterhouse LLP on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of Price
Waterhouse LLP would have caused them to make reference
thereto in their report on the financial statements for such
years.
(v) During the two most recent fiscal years and through September
25 1996, there have been no reportable events (as defined in
Regulation S-K Item 304 (a)(1)(v)).
(vi) The Registrant has requested that Price Waterhouse LLP furnish
it with a letter addressed to the SEC stating whether or not
it agrees with the above statements. A copy of such letter,
dated October 1, 1996, is filed as Exhibit 1 to this Form 8-K.
(b) New independent accountants
(i) The Registrant engaged KPMG Peat Marwick LLP as its new
independent accountants as of September 25, 1996. During the
two most recent fiscal years and through September 25, 1996,
the Registrant has not consulted with KPMG Peat Marwick LLP
regarding either (1) the application of accounting principles
to a specified transaction, either completed or proposed; or
the type of audit opinion that might be rendered on the
Registrant's financial statements, and either a written report
was provided to the Registrant or oral advice was provided
that KPMG Peat Marwick LLP concluded was an important factor
considered by the Registrant in reaching a decision as to the
accounting, auditing or financial reporting issue; or (2) any
matter that was either the subject of a disagreement, as that
term is defined in Item 304 (a)(1)(iv) of Regulation S-K and
the related instructions to Item 304 of Regulation S-K, or a
reportable event, as that term is defined in Item 304
(a)(1)(v) of Regulation S-K.
Item 7. Financial Statements and Exhibits
Exhibits
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1 Letter from Price Waterhouse LLP to the Securities and Exchange
Commission
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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.
GARTNER GROUP, INC.
Dated: October 1, 1996 By: /s/ John F. Halligan
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John F. Halligan
Executive Vice President and Chief
Financial Officer (Principal Financial
and Accounting Officer)
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Exhibit 1
October 1, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have read Item 4 of Gartner Group, Inc.'s Form 8-K dated October 1, 1996 and
are in agreement with the statements contained in paragraph 4(a) therein.
Yours very truly,
/s/ Price Waterhouse LLP
