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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. 3)
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. 3 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"). Such shares shall be repurchased 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"), and is intended to satisfy the reporting requirements
of Section 13(e) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
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 1, 1999, the Company announced the preliminary
results of the Offer. On a preliminary basis, the Company will repurchase a
total of 9,600,000 shares of Class A Common Stock and 6,100,000 shares of Class
B Common Stock. The purchase price for the Class A Common Stock is preliminarily
estimated at $21.75 per share. The purchase price for the Class B Common Stock
is preliminarily estimated at $21.50 per share. The proration factor for the
Class A Common Stock is preliminarily estimated at 83.06. The proration factor
for the Class B Common Stock is preliminarily estimated at 99.81.
The determination of the specific shares to be purchased and the Purchase
Prices and proration factors are subject to final confirmation and the proper
delivery of all shares tendered and not withdrawn, including shares tendered
pursuant to the guaranteed delivery procedure, as well as the impact of odd-lot
tenders.
The information set forth in the press release dated September 1, 1999
included herewith as Exhibit (a)(15) is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of Schedule 13E-4 is hereby amended and supplemented to add the
following exhibit:
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(a)(15) Press Release dated September 1, 1999.
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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 2, 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
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EXHIBIT
NUMBER DESCRIPTION
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(a)(15) Press Release dated September 1, 1999.
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Exhibit (a)(15)
Gartner Logo
GARTNER GROUP, INC. ANNOUNCES PRELIMINARY RESULTS OF
'DUTCH AUCTION' TENDER OFFER
Stamford, Conn. -- September 1, 1999 -- Gartner Group, Inc. (NYSE: IT), the
world's leading authority on information technology (IT), today announced the
preliminary results of its "Dutch Auction" tender offer to purchase shares of
its Class A and Class B Common Stock. The tender offer expired at 12:00
midnight, Eastern Daylight Time on Tuesday, August 31, 1999.
GartnerGroup announced on a preliminary basis that it is going to
repurchase, pursuant to the tender offer, a total of 9,600,000 shares of Class A
Common Stock and 6,100,000 shares of Class B Common Stock. The purchase price
for the Class A Common Stock is preliminarily estimated at $21.75 per share. The
purchase price for the Class B Common Stock is preliminarily estimated at $21.50
per share. The proration factor for the Class A Common Stock is preliminarily
estimated at 83.06 percent. The proration factor for the Class B Common Stock is
preliminarily estimated at 99.81 percent.
The final purchase prices and proration factors are expected to be
determined within approximately three business days. The determination of such
purchase prices and such proration factors is subject to final confirmation of
the proper delivery of all shares tendered and not withdrawn, including shares
tendered pursuant to the guaranteed delivery procedures, as well as the impact
of odd-lot tenders. Payment for the shares accepted for payment and return of
all other shares tendered will occur as soon as practicable after completion of
the final purchase price and proration computations.
The company commenced on July 27, 1999, its offer to purchase up to 15
percent of its outstanding Common Stock at prices not less than $21.00 and not
more than $24.00 per share. Under the terms of the Dutch Auction tender offer,
the company repurchased shares of Class A Common Stock and Class B Common Stock
in the same proportion as the number of shares of each class outstanding, or
9,600,000 shares of Class A Common Stock and 6,100,000 shares of Class B Common
Stock.
As previously disclosed, the company also intends to effect open market
purchases of its Common Stock following the tender. The company has previously
indicated that it will repurchase an additional 4.9 percent of the total
outstanding shares within a two-year period, ending July 16, 2001. These open
market purchases cannot commence until September 16, 1999, pursuant to Rule
13e-4 under the Securities Exchange Act.
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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