<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 1)
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)
------------------------
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)
------------------------
COPY TO:
HOWARD S. ZEPRUN, ESQ.
WILSON SONSINI GOODRICH & ROSATI
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
------------------------
JULY 27, 1999
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
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<PAGE> 2
This Amendment No. 1 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"). Pursuant to Rule 13e-4(f)(1)(ii) under the Exchange Act, the
total number of shares to be repurchased may be increased to 17,793,644 shares,
consisting of 10,879,851 shares of Class A Common Stock and 6,913,793 shares of
Class B Common Stock.
ITEM 8. ADDITIONAL INFORMATION.
(e) Attached is a letter to stockholders of record of Gartner Group, Inc.
regarding certain corrections to the share prices included in the "Selection of
Purchase Price" sections of the Letters of Transmittal and Notice of Guaranteed
Delivery.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of Schedule 13E-4 is hereby Amended and Supplemented to replace the
following exhibits in their entirety:
<TABLE>
<S> <C>
(a)(2)-A Letter of Transmittal for Holders of Class A Common Stock.
(a)(2)-B Letter of Transmittal for Holders of Class B Common Stock.
(a)(3) Notice of Guaranteed Delivery.
</TABLE>
In addition, Item 9 of Schedule 13E-4 is hereby Amended and Supplemented to
add the following exhibits:
<TABLE>
<S> <C>
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(8) Letter from Fidelity Management Trust Company, as trustee,
to participants in the Gartner Group, Inc. Savings and
Investment Plan, including the Direction Form for use by
participants in such plan.
(a)(12) Letter from Gartner Group, Inc. to stockholders of record of
Gartner Group, Inc.
</TABLE>
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.
GARTNER GROUP, INC.
By: /s/ MICHAEL D. FLEISHER
------------------------------------
Name: Michael D. Fleisher
Title: Executive Vice President
and
Chief Financial Officer
Dated: August 6, 1999
1
<PAGE> 3
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ---------- -----------
<S> <C>
(a)(2)-A Letter of Transmittal for Holders of Class A Common Stock.
(a)(2)-B Letter of Transmittal for Holders of Class B Common Stock.
(a)(3) Notice of Guaranteed Delivery.
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and other Nominees.
(a)(8) Letter from Fidelity Management Trust Company, as trustee,
to participants in the Gartner Group, Inc. Savings and
Investment Plan, including the Direction Form for use by
participants in such plan.
(a)(12) Letter from Gartner Group to stockholders of record of
Gartner Group, Inc.
</TABLE>
2
<PAGE> 1
Exhibit (a)(2)-A
LETTER OF TRANSMITTAL REVISED AS OF AUGUST 6, 1999
LETTER OF TRANSMITTAL
TO TENDER SHARES OF
CLASS A COMMON STOCK OF
GARTNER GROUP, INC.
PURSUANT TO THE OFFER TO PURCHASE DATED JULY 27, 1999
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON TUESDAY, AUGUST 24, 1999, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
EQUISERVE L.P.
<TABLE>
<S> <C> <C>
By Hand Delivery: By Overnight, Certified or By First Class Mail:
Securities Transfer & Reporting Express Mail Delivery: EquiServe L.P.
Services, Inc. EquiServe L.P. Corporate Actions
c/o EquiServe L.P. Corporate Actions P.O. Box 9573
100 William Street, Galleria 40 Campanelli Drive Boston, MA 02205-8686
New York, NY 10038 Braintree, MA 02184
</TABLE>
Telephone:
(781) 575-3120
Facsimile Transmission:
(781) 575-4826
Confirm Receipt of Facsimile by Telephone:
(781) 575-4816
------------------------
THIS LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS, SHOULD
BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. THIS LETTER OF
TRANSMITTAL MAY BE USED ONLY FOR THE TENDER OF SHARES OF CLASS A COMMON STOCK.
STOCKHOLDERS DESIRING TO TENDER SHARES OF CLASS B COMMON STOCK MUST DULY
COMPLETE AND RETURN THE FORM OF LETTER OF TRANSMITTAL (AVAILABLE FROM THE
INFORMATION AGENT) FOR CLASS B COMMON STOCK.
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
- --------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED OWNER(S)
(IF BLANK PLEASE FILL IN EXACTLY AS NAME(S) APPEAR(S) ON SHARES TENDERED
CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED LIST, IF NECESSARY)
- --------------------------------------------------------------------------------------------------------------------
NUMBER OF CLASS A NUMBER
CERTIFICATE SHARES REPRESENTED OF SHARES
NUMBER(S)(1) BY CERTIFICATE(S)(1) TENDERED(2)
-----------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
TOTAL SHARES:
- --------------------------------------------------------------------------------------------------------------------
(1) Need not be completed by stockholders tendering shares by book-entry transfer.
(2) Unless otherwise indicated, it will be assumed that all Shares described above are being tendered.
See Instruction 4.
- --------------------------------------------------------------------------------------------------------------------
Indicate in this box the order (by certificate number) in which shares are to be purchased
in event of proration. See Instruction 10.
1st: 2nd: 3rd: 4th: 5th:
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 2
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A PROPER DELIVERY. DELIVERIES TO THE
COMPANY WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT
CONSTITUTE PROPER DELIVERY. DELIVERIES TO THE BOOK-ENTRY TRANSFER FACILITY WILL
NOT CONSTITUTE PROPER DELIVERY TO THE DEPOSITARY.
This Letter of Transmittal is to be completed only if (a) certificates
representing shares of Class A Common Stock (as defined below) are to be
forwarded herewith, or (b) a tender of shares of Class A Common Stock is to be
made concurrently by book-entry transfer to the account maintained by the
Depositary at The Depository Trust Company (hereinafter referred to as the
"Book-Entry Transfer Facility") pursuant to Section 3 of the Offer to Purchase
(as defined below). Stockholders who desire to tender shares of Class A Common
Stock pursuant to the Offer (as defined below), but whose share certificates are
not immediately available or who cannot deliver such certificates and all other
documents required by this Letter of Transmittal to the Depositary on or prior
to the Expiration Date (as defined in Section 1 of the Offer to Purchase), or
who cannot comply with the procedure for book-entry transfer on a timely basis,
may nevertheless tender their shares pursuant to the guaranteed delivery
procedure set forth in Section 3 of the Offer to Purchase. See Instruction 2.
Stockholders who desire to tender shares of both Class A Common Stock and
Class B Common Stock must complete an appropriate, separate Letter of
Transmittal for each separate class of shares. Moreover, stockholders who wish
to tender portions of their shares of a class at different prices must complete
an appropriate separate Letter of Transmittal for each price at which they wish
to tender shares of that class.
[ ] CHECK HERE IF ANY CERTIFICATE REPRESENTING SHARES TENDERED HEREBY HAS BEEN
LOST, STOLEN, DESTROYED OR MUTILATED. SEE INSTRUCTION 16.
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
AN ACCOUNT MAINTAINED BY THE DEPOSITARY AT THE BOOK-ENTRY TRANSFER FACILITY
AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
----------------------------------------------------------------------------
Account Number:
----------------------------------------------------------------------------
Transaction Code Number:
----------------------------------------------------------------------------
[ ] CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s):
----------------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
----------------------------------------------------------------------------
Name of Institution that Guaranteed Delivery:
----------------------------------------------------------------------------
Window Ticket Number (if any):
----------------------------------------------------------------------------
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE
ACCOMPANYING INSTRUCTIONS CAREFULLY.
<PAGE> 3
To Gartner Group Inc.:
The undersigned hereby tenders to Gartner Group, Inc., a Delaware
corporation (the "Company"), the above-described shares of the Company's Common
Stock, Class A, par value $0.0005 per share ("Class A Common Stock" or
"Shares"), at the price per share indicated in this Letter of Transmittal, net
to the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated July 27, 1999 (the "Offer to
Purchase"), receipt of which is hereby acknowledged, and in this Letter of
Transmittal (which, as amended or supplemented from time to time, together
constitute the "Offer").
Subject to, and effective upon, acceptance for payment of the Shares
tendered hereby in accordance with the terms and subject to the conditions of
the Offer (including, if the Offer is extended or amended, the terms and
conditions of such extension or amendment), the undersigned hereby sells,
assigns and transfers to, or upon the order of, the Company all right, title and
interest in and to all Shares tendered hereby and orders the registration of all
such Shares if tendered by book-entry transfer and hereby irrevocably
constitutes and appoints the Depositary as the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Shares (with full
knowledge that the Depositary also acts as the agent of the Company) with
respect to such Shares, with full power of substitution (such power of attorney
being deemed to be an irrevocable power coupled with an interest), to: (a)
deliver certificate(s) representing such Shares or transfer ownership of such
Shares on the account books maintained by the Book-Entry Transfer Facility,
together, in either such case, with all accompanying evidences of transfer and
authenticity, to or upon the order of the Company upon receipt by the
Depositary, as the undersigned's agent, of the Class A Purchase Price (as
defined below) with respect to such Shares; (b) present certificates for such
Shares for cancellation and transfer on the Company's books; and (c) receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Shares, all in accordance with the terms and subject to the conditions of the
Offer.
The undersigned hereby covenants, represents and warrants to the Company
that:
(a) the undersigned has full power and authority to tender, sell,
assign and transfer the Shares tendered hereby, and when and to the extent
the same are accepted for payment by the Company, the Company will acquire
good, marketable and unencumbered title thereto, free and clear of all
security interests, liens, restrictions, charges, encumbrances, conditional
sales agreements or other obligations relating to the sale or transfer of
such Shares, and not subject to any adverse claims;
(b) the undersigned understands that tenders of Shares pursuant to any
one of the procedures described in Section 3 of the Offer to Purchase and
in the instructions hereto will constitute the undersigned's acceptance of
the terms and conditions of the Offer, including the undersigned's
representation and warranty that (i) the undersigned has a net long
position in the Shares or equivalent securities at least equal to the
Shares tendered within the meaning of Rule 14e-4 under the Securities
Exchange Act of 1934, as amended ("Rule 14e-4"), and (ii) such tender of
Shares complies with Rule 14e-4;
(c) the undersigned will, upon request, execute and deliver any
additional documents deemed by the Depositary or the Company to be
necessary or desirable to complete the sale, assignment and transfer of the
Shares tendered hereby; and
(d) the undersigned has read, understands and agrees to all of the
terms and conditions of the Offer.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 3 of the Offer to Purchase and in the
instructions hereto will constitute a binding agreement between the undersigned
and the Company upon the terms and subject to the conditions of the Offer. The
undersigned acknowledges that no interest will be paid on the Class A Purchase
Price for tendered Shares regardless of any extension of the Offer or any delay
in making payment of such Class A Purchase Price.
<PAGE> 4
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and legal
representatives of the undersigned. Except as stated in the Offer to Purchase,
this tender is irrevocable.
The name(s) and address(es) of the registered holder(s) should be printed,
if they are not already printed above, exactly as they appear on the
certificates representing Shares tendered hereby. The certificate numbers, the
number of Shares represented by such certificates and the number of Shares that
the undersigned wishes to tender should be set forth in the appropriate boxes
above. The price at which such Shares are being tendered should be indicated in
the box below.
The undersigned understands that the Company will, upon the terms and
subject to the conditions of the Offer, determine a single purchase price (not
less than $21 nor more than $24 per share), net to the seller in cash without
interest, that it will pay for shares of Class A Common Stock properly tendered
pursuant to the Offer and not properly withdrawn (the "Class A Purchase Price"),
taking into account the number of shares so tendered and the prices specified by
tendering stockholders; such specified price shall only be in multiples of
$0.125. The undersigned understands that the Company will select the lowest
purchase price that will allow it to buy 9,600,000 shares of Class A Common
Stock (or such lesser number of shares of such class as are properly tendered).
The undersigned understands that all shares of Class A Common Stock acquired
pursuant to the Offer will be acquired at the one Class A Purchase Price. The
undersigned understands that, similarly, the Company will determine a single
purchase price (not less than $21 nor more than $24 per share), net to the
seller in cash without interest, that it will pay for shares of Common Stock,
Class B, par value $0.0005 per share of the Company ("Class B Common Stock")
properly tendered pursuant to the Offer and not properly withdrawn (the "Class B
Purchase Price"; each of the Class A Purchase Price and Class B Purchase Price
is referred to as a "Purchase Price"), taking into account the number of shares
tendered and the prices specified by tendering stockholders; such specified
price shall only be in multiples of $0.125. The undersigned understands that the
Company will select the lowest purchase price that will allow it to buy
6,100,000 shares of Class B Common Stock (or such lesser number of shares of
such class as are properly tendered). The undersigned understands that all
shares of Class B Common Stock acquired pursuant to the Offer will be acquired
at the one Class B Purchase Price. The undersigned understands that the Class A
Purchase Price need not be identical to the Class B Purchase Price.
The undersigned understands that the Company will only repurchase shares of
Class A Common Stock and Class B Common Stock in the same proportion as the
ratio of the numbers of shares of Class A Common Stock and Class B Common Stock
outstanding as of July 26, 1999. At such date, 63,992,550 shares of Class A
Common Stock were outstanding, representing 61.1% of the outstanding Common
Stock, and 40,689,648 shares of Class B Common Stock were outstanding,
representing 38.9% of the outstanding Common Stock. If stockholders do not
properly tender shares in these proportions, then the Company will only purchase
the largest number of properly tendered shares of each class that will enable it
to maintain these proportions, and the Purchase Price for each class will be
determined upon the basis of the number of shares of such class so purchased.
The undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase, the Company may terminate or amend the Offer or may
postpone the acceptance for payment of, or the payment for, Shares tendered or
may accept for payment fewer than all of the Shares tendered hereby. In any such
event, the undersigned understands that certificate(s) for any Shares not
tendered or not purchased will be returned to the undersigned at the address
indicated above, unless otherwise indicated in the box entitled "Special Payment
Instructions" or the box entitled "Special Delivery Instructions" below.
The undersigned understands that acceptance of Shares by the Company for
payment will constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Offer.
<PAGE> 5
The aggregate net Class A Purchase Price for the Shares tendered hereby and
purchased by the Company will be paid by check issued to the order of the
undersigned and mailed to the address indicated above, unless otherwise
indicated the box entitled "Special Payment Instructions" or the box entitled
"Special Delivery Instructions" below. A separate check will be issued for
purchases of Class A Common Stock and purchases of Class B Common Stock. The
undersigned acknowledges that the Company has no obligation, pursuant to the
"Special Payment Instructions," to transfer any Shares from the name of the
registered holder(s) thereof, or to order the registration or transfer of any
Shares tendered by book-entry transfer, if the Company does not purchase any
such Shares.
<PAGE> 6
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 7, 8 AND 11, 14 AND 15.)
To be completed ONLY if certificate(s) for Shares not tendered or not
purchased and/or any check for the Class A Purchase Price are to be issued in
the name of someone other than the undersigned, or if Shares tendered hereby and
delivered by book-entry transfer which are not purchased are to be returned by
credit to an account at the Book-Entry Transfer Facility other than that
designated above.
Issue: [ ] Check [ ] Share Certificate(s) to:
Name:
- --------------------------------------------
(PLEASE PRINT)
Address:
- ------------------------------------------
- ------------------------------------------------------
(ZIP CODE)
- ------------------------------------------------------
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9 ON REVERSE SIDE)
[ ] Credit Shares delivered by book-entry transfer and not purchased to the
account set forth below:
Account Number:
- --------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 2, 4 AND 11.)
To be completed ONLY if certificate(s) for Shares not tendered or not
purchased and/or any check for the Class A Purchase Price are to be mailed or
sent to someone other than the undersigned, or to the undersigned at an address
other than that designated above.
Mail: [ ] Check [ ] Share Certificate(s) to:
Name:
- --------------------------------------------
(PLEASE PRINT)
Address:
- ------------------------------------------
- ------------------------------------------------------
(ZIP CODE)
- ------------------------------------------------------
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9 ON REVERSE SIDE)
SELECTION OF PURCHASE PRICE
(SEE INSTRUCTION 6.)
SHARES TENDERED AT PRICE DETERMINED BY DUTCH AUCTION:
[ ] The undersigned wants to maximize the chance of having the Company
purchase all Shares the undersigned is tendering (subject to the proportionality
and proration provisions of the Offer). Accordingly, by CHECKING THIS BOX
INSTEAD OF ONE OF THE PRICES BELOW*, the undersigned hereby tenders shares of
Class A Common Stock and is willing to accept the Class A Purchase Price
resulting from the Dutch Auction tender process. This action will result in
receiving a price per Share as low as $21 or as high as $24.
------------------------
CHECK THE BOX ABOVE OR CHECK ONE BOX BELOW*
------------------------
SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER:
By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE*, the
undersigned hereby tenders shares of Class A Common Stock at the price checked.
This action could result in none of the Shares being purchased if the Class A
Purchase Price for the Shares is less than the price checked. A stockholder who
desires to tender Shares at more than one price must complete a separate Letter
of Transmittal for each price at which Shares are tendered. The same Shares
cannot be tendered at more than one price.
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
<TABLE>
<S> <C> <C> <C> <C>
[ ] $21.00 [ ] $21.625 [ ] $22.25 [ ] $22.875 [ ] $23.50
[ ] $21.125 [ ] $21.75 [ ] $22.375 [ ] $23.00 [ ] $23.625
[ ] $21.25 [ ] $21.875 [ ] $22.50 [ ] $23.125 [ ] $23.75
[ ] $21.375 [ ] $22.00 [ ] $22.625 [ ] $23.25 [ ] $23.875
[ ] $21.50 [ ] $22.125 [ ] $22.75 [ ] $23.375 [ ] $24.00
</TABLE>
- ---------------
* If you do not indicate the purchase price of Shares being tendered, it will be
assumed that all Shares are tendered at the Dutch Auction price.
<PAGE> 7
ODD LOTS
(SEE INSTRUCTION 9.)
To be completed ONLY if shares are being tendered by or on behalf of a
person owning beneficially or of record as of the close of business on July 27,
1999 and who continues to own, beneficially or of record, as of the Expiration
Date, an aggregate of fewer than 100 shares of Class A Common Stock. The
undersigned either (check one box):
[ ] was the beneficial or record owner of, as of the close of business on July
27, 1999, and continues to own beneficially or of record as of the
Expiration Date, an aggregate of fewer than 100 shares of Class A Common
Stock, all of which are being tendered; or
[ ] is a broker, dealer, commercial bank, trust company, or other nominee that
(a) is tendering for the beneficial owners thereof, shares with respect to
which it is the record holder, and (b) believes, based upon representations
made to it by such beneficial owners, that each such person was the
beneficial or record owner of, as of the close of business on July 27,
1999, and continues to own beneficially or of record as of the Expiration
Date, an aggregate of fewer than 100 shares of Class A Common Stock, all of
which are being tendered.
IMPORTANT
STOCKHOLDERS SIGN HERE
(PLEASE COMPLETE AND RETURN THE ATTACHED SUBSTITUTE FORM W-9.)
(Must be signed by the registered holder(s) exactly as the name(s) of such
holder(s) appear(s) on certificate(s) for Shares or on a security position
listing or by person(s) authorized to become the registered holder(s) thereof by
certificates and documents transmitted with this Letter of Transmittal. If
signature is by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or any other person acting in a fiduciary or
representative capacity, please set forth full title and see Instruction 7.)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SIGNATURE(S) OF OWNER(S)
Dated:
- ---------------------------
Name(s):------------------------------------------------------------------------
(PLEASE PRINT)
Capacity (full title):
----------------------------------------------------------------
Address:
-------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Telephone Number (including area code):
----------------------------------------
Facsimile Number:
--------------------------------------------------------------
E-mail address:
---------------------------
Taxpayer Identification or Social Security Number:
------------------------------
(SEE SUBSTITUTE FORM W-9.)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 7.)
Authorized Signature:
- ---------------------------------------------
Dated:
- ---------------------------
Name: *
--------------------------------------------------------------------------
(PLEASE PRINT)
Title:
---------------------------------------------------------------------------
Name of Firm:
---------------------------------------------------------------------
Address:
-------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Telephone Number (including area code):
------------------------------------------------
<PAGE> 8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. No signature guarantee is required if either:
(a) this Letter of Transmittal is signed by the registered holder of the
Shares (which term, for purposes hereof, shall include any participant in the
Book-Entry Transfer Facility whose name appears on a security position listing
as the owner of such Shares) tendered hereby exactly as the name of such
registered holder appears on the certificate(s) for such Shares tendered with
this Letter of Transmittal and payment and delivery are to be made directly to
such owner, unless such owner has completed either the box entitled "Special
Payment Instructions" or "Special Delivery Instructions" above; or
(b) such Shares are tendered for the account of a bank, broker, dealer,
credit union, savings association or other entity which is a member in good
standing of the Securities Transfer Agents Medallion Program or a bank, broker,
dealer, credit union, savings association or other entity which is an "eligible
guarantor institution," as such term is defined in Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended (each of the foregoing constituting
an "Eligible Institution").
In all other cases, an Eligible Institution must guarantee all signatures
on this Letter of Transmittal. See Instruction 7.
2. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery
Procedures. This Letter of Transmittal is to be completed only if certificates
for shares are delivered with it to the Depositary (or such certificates will be
delivered pursuant to a Notice of Guaranteed Delivery previously sent to the
Depositary) or if a tender of Shares is being made concurrently pursuant to the
procedure for tender by book-entry transfer set forth in Section 3 of the Offer
to Purchase. The Depositary must receive on or prior to the Expiration Date (a)
a properly completed and duly executed Letter of Transmittal or a manually
signed facsimile thereof in accordance with the instructions of the Letter of
Transmittal, including any required signature guarantees, together with the
stock certificates evidencing the tendered shares and any other documents
required by the Letter of Transmittal, at one of its addresses set forth on the
back cover of the Offer to Purchase, (b) such Shares delivered pursuant to the
procedures for book-entry transfer described in Section 3 of the Offer to
Purchase (and a confirmation of such delivery is received by the Depositary,
including an Agent's Message as defined below, if the tendering stockholder has
not delivered a Letter of Transmittal) or (c) such Shares validly tendered
through the Book-Entry Transfer Facility's Automated Tender Offer Program
("ATOP"). The term "Agent's Message" means a message, transmitted by the
Book-Entry Transfer Facility to, and received by the Depositary and forming a
part of the Book-Entry Confirmation (as defined in Section 3 of the Offer to
Purchase), which states that the Book-Entry Transfer Facility has received an
express acknowledgement from the participant in the Book-Entry Transfer Facility
tendering the Shares that such participant has received and agrees to be bound
by the terms of the Letter of Transmittal and that the Company may enforce such
agreement against the participant. If certificates are to be forwarded to the
Depositary in multiple deliveries, a properly completed and duly executed Letter
of Transmittal must accompany each such delivery.
Participants in the Book-Entry Transfer Facility may tender their Shares in
accordance with ATOP to the extent it is available to such participants for the
Shares they wish to tender. A stockholder tendering through ATOP must expressly
acknowledge that the stockholder has reviewed and agreed to be bound by the
Letter of Transmittal and that the Letter of Transmittal may be enforced by the
Company against such stockholder.
Stockholders whose certificates are not immediately available or who cannot
deliver certificates and all other required documents to the Depositary before
the Expiration Date, or whose Shares cannot be delivered on a timely basis
pursuant to the procedure for book-entry transfer, may in any such case, tender
their Shares by or through any Eligible Institution by properly completing and
duly executing and delivering a Notice of Guaranteed Delivery (or facsimile of
it) and by otherwise complying with the guaranteed delivery procedure set forth
in Section 3 of the Offer to Purchase. Pursuant to such procedure: (a) such
tender must be made by or through an Eligible Institution, (b) a properly
completed and duly executed Notice of Guaranteed Delivery substantially in the
form provided by the Company (with any required signature guarantees) must be
received by the Depositary prior to the Expiration Date, and (c) certificates
for all physically delivered Shares in proper form for transfer or by
confirmation of book-entry transfer into the Depositary's account at the
Book-Entry Transfer Facility of all Shares delivered electronically, in each
case together with a properly completed and duly executed Letter of Transmittal
(or manually signed facsimile thereof) with any required signature guarantees
(or, in the case of book-entry transfer an Agent's Message or, in the case of a
tender through ATOP, the specified acknowledgement), and all other documents
required by this Letter of Transmittal, must be received by the Depositary
within three New York Stock Exchange trading days after receipt by the
Depositary of such Notice of Guaranteed Delivery, all as provided in Section 3
of the Offer to Purchase.
<PAGE> 9
The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by telegram, facsimile transmission or mail to the Depositary and must include a
signature guarantee by an Eligible Institution in the form set forth in such
Notice. For Shares to be properly tendered pursuant to the guaranteed delivery
procedure, the Depositary must receive the Notice of Guaranteed Delivery on or
before the Expiration Date.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES,
IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
The Company will not accept any alternative, conditional or contingent
tenders, nor will it purchase any fractional Shares, except as expressly
provided in the Offer to Purchase. All tendering stockholders, by execution of
this Letter of Transmittal (or a facsimile hereof), waive any right to receive
any notice of the acceptance of their tender.
3. Inadequate Space. If the space provided in the box entitled
"Description of Shares Tendered" above is inadequate, the certificate numbers
and/or the number of Shares should be listed on a separate signed schedule and
attached to this Letter of Transmittal.
4. Partial Tenders and Unpurchased Shares. (Not applicable to stockholders
who tender by book-entry transfer.) If fewer than all of the Shares evidenced by
any certificate are to be tendered, fill in the number of Shares that are to be
tendered in the column entitled "Number of Shares Tendered" in the box entitled
"Description of Shares Tendered" above. In such case, if any tendered Shares are
purchased, a new certificate for the remainder of the Shares (including any
Shares not purchased) evidenced by the old certificate(s) will be issued and
sent to the registered holder(s) thereof, unless otherwise specified in either
the box entitled "Special Payment Instructions" or the box entitled "Special
Delivery Instructions" in this Letter of Transmittal, as soon as practicable
after the Expiration Date. Unless otherwise indicated, all Shares represented by
the certificate(s) set forth above and delivered to the Depositary will be
deemed to have been tendered.
5. Class of Shares Tendered. For shares to be properly tendered, the
stockholder must complete the proper Letter of Transmittal. A stockholder
wishing to tender shares of Class A Common Stock and shares of Class B Common
Stock must complete an appropriate separate Letter of Transmittal for each such
class of shares. This Letter of Transmittal may be used to tender shares of
Class A Common Stock. The form of Letter of Transmittal for use in tendering
shares of Class B Common Stock is available from the Information Agent or the
Depositary.
6. Indication of Price at Which Shares are Being Tendered. For Shares to
be properly tendered, the stockholder must check the box indicating the price
per Share at which such holder is tendering Shares under "PRICE (IN DOLLARS) PER
SHARE AT WHICH SHARES ARE BEING TENDERED" or the box indicating "SHARES TENDERED
AT PRICE DETERMINED BY DUTCH AUCTION" in this Letter of Transmittal. ONLY ONE
BOX MAY BE CHECKED. IF MORE THAN ONE BOX IS CHECKED, THERE IS NO PROPER TENDER
OF SHARES. IF NO BOX IS CHECKED, IT WILL BE ASSUMED THAT THE TENDERING
STOCKHOLDER ELECTED TO TENDER THE SHARES AT THE PRICE DETERMINED BY THE DUTCH
AUCTION. A stockholder wishing to tender portions of such holder's Shares at
different prices must complete a separate Letter of Transmittal for each price
at which such holder wishes to tender each such portion of such holder's Shares.
The same Shares cannot be tendered (unless previously properly withdrawn as
provided in Section 4 of the Offer to Purchase) at more than one price.
7. Signatures on Letter of Transmittal; Stock Powers and Endorsements.
(a) If this Letter of Transmittal is signed by the registered holder(s) of
the Shares tendered hereby, the signature(s) must correspond exactly with the
name(s) as written on the face of the certificate(s) without any change
whatsoever.
(b) If the Shares tendered hereby are registered in the names of two or
more joint holders, each such holder must sign this Letter of Transmittal.
(c) If any tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal (or facsimiles hereof) as there are different
registrations of certificates.
<PAGE> 10
(d) When this Letter of Transmittal is signed by the registered holder(s)
of the Shares tendered hereby, no endorsement(s) of certificate(s) representing
such Shares or separate stock power(s) are required unless payment is to be
made, or the certificate(s) for Shares not tendered or not purchased are to be
issued, to a person other than the registered holder(s) thereof. If this Letter
of Transmittal is signed by a person other than the registered holder(s) of the
certificate(s) listed, or if payment is to be made or certificate(s) for Shares
not tendered or not purchased are to be issued to a person other than the
registered holder(s) thereof, such certificate(s) must be endorsed or
accompanied by appropriate stock power(s), in either case signed exactly as the
name(s) of the registered holder(s) appear(s) on the certificate(s), and THE
SIGNATURE(S) ON SUCH CERTIFICATE(S) OR STOCK POWER(S) MUST BE GUARANTEED BY AN
ELIGIBLE INSTITUTION. See Instruction 1.
(e) If this Letter of Transmittal or any certificate(s) or stock power(s)
are signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or any other person acting in a fiduciary or
representative capacity, such person should so indicate when signing this Letter
of Transmittal and must submit proper evidence satisfactory to the Company of
their authority so to act.
8. Stock Transfer Taxes. Except as provided in this Instruction 8, no
stock transfer tax stamps or funds to cover such stamps need accompany this
Letter of Transmittal. The Company will pay any stock transfer taxes payable on
the transfer to it of Shares purchased pursuant to the Offer. If, however,
either (a) payment of the Class A Purchase Price for Shares tendered hereby and
accepted for purchase is to be made to any person other than the registered
holder(s); or (b) Shares not tendered or not purchased are to be registered in
the name(s) of any person(s) other than the registered holder(s); or (c)
certificate(s) representing tendered shares are registered in the name(s) of any
person(s) other than the person(s) signing this Letter of Transmittal, then the
Depositary will deduct from such Purchase Price the amount of any stock transfer
taxes (whether imposed on the registered holder(s), such other person(s) or
otherwise) payable on account of the transfer to such person, unless
satisfactory evidence of the payment of such taxes or any exemption therefrom is
submitted. See Section 5 of the Offer to Purchase.
9. Odd Lots. As described in Section 1 of the Offer to Purchase, if the
Company purchases fewer than all shares of Class A Common Stock tendered before
the Expiration Date and not properly withdrawn, the shares purchased first will
consist of all shares of Class A Common Stock properly tendered by any
stockholder who owned, beneficially or of record, as of the close of business on
July 29, 1999 and as of the Expiration Date, an aggregate of fewer than 100
shares of Class A Common Stock, and who tenders all of such holder's shares of
Class A Common Stock at or below the Class A Purchase Price (an "Odd Lot
Holder"). This preference will not be available unless the box captioned "Odd
Lots" is completed.
10. Order of Purchase in Event of Proration. As described in Section 1 of
the Offer to Purchase, stockholders may designate the order in which their
Shares are to be purchased in the event of proration. The order of purchase may
have an effect on the United States federal income tax treatment of the Purchase
Price for the Shares purchased. See Sections 3 and 13 of the Offer to Purchase.
11. Special Payment and Delivery Instructions. If certificate(s) for
Shares not tendered or not purchased and/or check(s) are to be issued in the
name of a person other than the undersigned or if such certificates and/or
checks are to be sent to someone other than the undersigned or to the
undersigned at a different address, the box entitled "Special Payment
Instructions" and/or the box entitled "Special Delivery Instructions" on this
Letter of Transmittal should be completed as applicable and signatures must be
guaranteed as described in Instruction 1.
12. Irregularities. All questions as to the number of Shares to be
accepted, the price to be paid therefor and the validity, form, eligibility
(including time of receipt) and acceptance for payment of any tender of Shares
will be determined by the Company in its sole discretion, which determination
shall be final and binding on all parties. The Company reserves the absolute
right to reject any or all tenders of Shares it determines not to be in proper
form or the acceptance of which or payment for which may, in the opinion of the
Company's counsel, be unlawful. The Company also reserves the absolute right to
waive any of the conditions of the Offer or any defect or irregularity in any
tender with respect to any particular Shares or any particular stockholder, and
the Company's interpretation of the terms of the Offer (including these
Instructions) will be final and binding on all parties. No tender of Shares will
be deemed to be properly made until all defects and irregularities have been
cured by the tendering stockholder or waived by the Company. Unless waived, any
defects or irregularities in connection with tenders must be cured within such
time as the Company shall determine. None of the Company, the Dealer Manager (as
defined in the Offer to Purchase), the Depositary, the Information Agent (as
defined in the Offer to Purchase) or any other person is or will be obligated to
give notice of any defects or irregularities in tenders and none of them will
incur any liability for failure to give any such notice.
<PAGE> 11
13. Questions and Requests for Assistance and Additional Copies. Questions
and requests for assistance may be directed to, or additional copies of the
Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery
and other related materials may be obtained from, the Information Agent or the
Dealer Manager at their addresses and telephone numbers set forth on the back
cover of the Offer to Purchase or from brokers, dealers, commercial banks or
trust companies.
14. Tax Identification Number and Backup Withholding. United States
federal income tax law generally requires that a stockholder whose tendered
Shares are accepted for purchase, or such stockholder's assignee (in either
case, the "Payee"), provide the Depositary with such Payee's correct Taxpayer
Identification Number ("TIN"), which, in the case of a Payee who is an
individual, is such Payee's social security number. If the Depositary is not
provided with the correct TIN or an adequate basis for an exemption, such Payee
may be subject to a $50 penalty imposed by the Internal Revenue Service and
backup withholding in an amount equal to 31% of the gross proceeds received
pursuant to the Offer. If withholding results in an overpayment of taxes, a
refund may be obtained.
To prevent backup withholding, each Payee must provide such Payee's correct
TIN by completing the Substitute Form W-9 set forth herein, certifying that the
TIN provided is correct (or that such Payee is awaiting a TIN) and that (a) the
Payee is exempt from backup withholding, (b) the Payee has not been notified by
the Internal Revenue Service that such Payee is subject to backup withholding as
a result of a failure to report all interest or dividends, or (c) the Internal
Revenue Service has notified the Payee that such Payee is no longer subject to
backup withholding.
If the Payee does not have a TIN, such Payee should (a) consult the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for instructions on applying for a TIN, (b) write "Applied
For" in the space provided in Part 1 of the Substitute Form W-9, and (c) sign
and date the Substitute Form W-9 and the Certificate of Awaiting Taxpayer
Identification Number set forth herein. If the Payee does not provide such
Payee's TIN to the Depositary within sixty (60) days, backup withholding will
begin and continue until such Payee furnishes such Payee's TIN to the
Depositary. Note that writing "Applied For" on the Substitute Form W-9 means
that the Payee has already applied for a TIN or that such Payee intends to apply
for one in the near future.
If Shares are held in more than one name or are not in the name of the
actual owner, consult the W-9 Guidelines for information on which TIN to report.
Exempt Payees (including, among others, all corporations and certain
foreign individuals) are not subject to backup withholding and reporting
requirements. To prevent possible erroneous backup withholding, an exempt Payee
should write "Exempt" in Part 2 of Substitute Form W-9. See the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 for additional instructions. In order for a nonresident alien or
foreign entity to qualify as exempt, such person must submit a completed Form
W-8 Certificate of Foreign Status, signed under penalty of perjury attesting to
such exempt status. Such form may be obtained from the Depositary.
<PAGE> 12
15. Withholding on Non-United States Holder. Even if a Non-United States
Holder (as defined below) has provided the required certification to avoid
backup withholding, the Depositary will withhold United States federal income
taxes equal to 30% of the gross payments payable to a Non-United States Holder
or such holder's agent unless (a) the Depositary determines that a reduced rate
of withholding is available pursuant to a tax treaty or that an exemption from
withholding is applicable because such gross proceeds are effectively connected
with the conduct of a trade or business within the United States, or (b) the
Non-United States Holder establishes to the satisfaction of the Company and the
Depositary that the sale of shares by such Non-United States Holder pursuant to
the Offer will qualify as a "sale or exchange," rather than as a distribution
taxable as a dividend for United States federal income tax purposes. For this
purpose, a "Non-United States Holder" is any stockholder that for United States
federal income tax purposes is not (a) a citizen or resident of the United
States, (b) a corporation or partnership created or organized in or under the
laws of the United States or any State or division thereof (including the
District of Columbia), (c) an estate the income of which is subject to United
States federal income taxation regardless of the source of such income, or (d) a
trust (i) the administration over which a United States court can exercise
primary supervision and (ii) all of the substantial decisions of which one or
more United States persons have the authority to control. Notwithstanding the
foregoing, to the extent provided in United States Treasury Regulations, certain
trusts in existence on August 20, 1996, and treated as United States persons
prior to such date, that elect to continue to be treated as United States
persons also will not be Non-United States Holders. In order to obtain a reduced
rate of withholding pursuant to a tax treaty, a Non-United States Holder must
deliver to the Depositary before the payment a properly completed and executed
IRS Form 1001. In order to obtain an exemption from withholding on the grounds
that the gross proceeds paid pursuant to the Offer are effectively connected
with the conduct of a trade or business within the United States, a Non-United
States Holder must deliver to the Depositary a properly completed and executed
IRS Form 4224. The Depositary will determine a stockholder's status as a
Non-United States Holder and eligibility for a reduced rate of, or an exemption
from, withholding by reference to outstanding certificates or statements
concerning eligibility for a reduced rate of, or exemption from, withholding
(e.g., IRS Form 1001 or IRS Form 4224) unless facts and circumstances indicate
that such reliance is not warranted. A Non-United States Holder may be eligible
to obtain a refund of all or a portion of any tax withheld if such Non-United
States Holder meets the "complete termination," "substantially disproportionate"
or "not essentially equivalent to a dividend" tests described in Section 13 of
the Offer to Purchase or is otherwise able to establish that no tax or a reduced
amount of tax is due.
NON-UNITED STATES HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS
REGARDING THE APPLICATION OF UNITED STATES FEDERAL INCOME TAX WITHHOLDING,
INCLUDING ELIGIBILITY FOR A WITHHOLDING TAX REDUCTION OR EXEMPTION, AND THE
REFUND PROCEDURE.
16. Lost, Stolen, Destroyed or Mutilated Certificates. If any
certificate(s) representing Shares has been lost, stolen, destroyed or
mutilated, the stockholder should promptly notify the Depositary by checking the
box set forth above and indicating the number of Shares so lost, stolen,
destroyed or mutilated. Such stockholder will then be instructed by the
Depositary as to the steps that must be taken in order to replace the
certificate. This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost, stolen, destroyed or
mutilated certificates have been followed. Stockholders may contact the
Depositary at (781) 575-3120 to expedite such process.
THIS LETTER OF TRANSMITTAL, PROPERLY COMPLETED AND DULY EXECUTED (OR
MANUALLY SIGNED FACSIMILE HEREOF), TOGETHER WITH CERTIFICATES REPRESENTING
SHARES BEING TENDERED OR CONFIRMATION OF BOOK-ENTRY TRANSFER OR, IN THE CASE OF
TRANSFER THROUGH ATOP A SPECIFIC ACKNOWLEDGEMENT, AND ALL OTHER REQUIRED
DOCUMENTS, OR A NOTICE OF GUARANTEED DELIVERY, MUST BE RECEIVED BY THE
DEPOSITARY PRIOR TO 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THE EXPIRATION DATE.
STOCKHOLDERS ARE ENCOURAGED TO RETURN A COMPLETED SUBSTITUTE FORM W-9 WITH THIS
LETTER OF TRANSMITTAL.
<PAGE> 13
PAYER: EQUISERVE L.P.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
SUBSTITUTE PART 1 -- Taxpayer Identification Number -- for ---------------------------------
FORM W-9 all accounts, enter taxpayer identification Note: If the account is in more than
DEPARTMENT OF THE number in the box at right and certify by one name, see the chart in the
TREASURY, INTERNAL REVENUE signing and dating below. (If awaiting TIN or enclosed Guidelines to determine which
SERVICE Employer TIN:, write "Applied For"). number to give the payer.
PAYER'S REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER ("TIN")
----------------------------------------------------------------------------------------
PART 2 -- For payees exempt from backup withholding, please write "EXEMPT" here (see the
enclosed Guidelines):
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
PART 3 -- Certification -- UNDER PENALTIES OF PERJURY, I CERTIFY THAT (1) The number shown on this form is my correct
Taxpayer Identification Number (or I am waiting for a number to be issued to me), and (2) I am not subject to backup
withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue
Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends
or (c) the IRS has notified me that I am no longer subject to backup withholding.
Certification Instructions -- You must cross out item (2) above if you have been notified by the IRS that you are
currently subject to backup withholding because of underreporting interest or dividends on your tax return and you have
not been notified by the IRS that you are no longer subject to backup withholding. (Also see instructions in the enclosed
Guidelines.)
- -------------------------------------------------------------------------------------------------------------------------
Signature: ____________________________________________________________________________________ Date: _________________
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING (OR WILL
SOON APPLY FOR) A TAXPAYER IDENTIFICATION NUMBER.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and that I mailed or delivered an application to
receive a TIN to the appropriate Internal Revenue Service Center or Social
Security Administration Office (or I intend to mail or deliver an application in
the near future). I understand that, notwithstanding the information I provided
in Part III of the Substitute Form W-9 above (and the fact that I have completed
this Certificate of Awaiting Taxpayer Identification Number), if I do not
provide a TIN to the Depositary within sixty (60) days, the Depositary is
required to withhold 31% of all cash payments made to me thereafter until I
provide a number.
Signature: Date:
------------------------------------------ -------------------
<PAGE> 14
The Information Agent for the Offer is:
MORROW & CO., INC.
445 Park Avenue, 5th Floor
New York, NY 10022
Banks and Brokerage Firms call: (800) 662-5200 (toll free)
Stockholders please call: (800) 566-9061 (toll free)
The Dealer Manager for the Offer is:
CREDIT SUISSE FIRST BOSTON CORPORATION
Eleven Madison Avenue
New York, NY 10010-3629
(800) 881-8320 (toll free)
<PAGE> 1
Exhibit (a)(2)-B
LETTER OF TRANSMITTAL REVISED AS OF AUGUST 6, 1999
LETTER OF TRANSMITTAL
TO TENDER SHARES OF
CLASS B COMMON STOCK OF
GARTNER GROUP, INC.
PURSUANT TO THE OFFER TO PURCHASE DATED JULY 27, 1999
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON TUESDAY AUGUST 24, 1999, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
EQUISERVE L.P.
<TABLE>
<S> <C> <C>
By Hand Delivery: By Overnight Delivery: By Mail:
Securities Transfer & Reporting EquiServe L.P. EquiServe L.P.
Services, Inc. Corporate Actions Corporate Actions
c/o EquiServe L.P. 40 Campanelli Drive P.O. Box 9573
100 William Street, Galleria Braintree, MA 02184 Boston, MA 02205-8686
New York, NY 10038
</TABLE>
Telephone:
(781) 575-3120
Facsimile Transmission:
(781) 575-4826
Confirm Receipt of Facsimile by Telephone:
(781) 575-4816
------------------------
THIS LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS, SHOULD
BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. THIS LETTER OF
TRANSMITTAL MAY BE USED ONLY FOR THE TENDER OF SHARES OF CLASS B COMMON STOCK.
STOCKHOLDERS DESIRING TO TENDER SHARES OF CLASS A COMMON STOCK MUST DULY
COMPLETE AND RETURN THE FORM OF LETTER OF TRANSMITTAL (AVAILABLE FROM THE
INFORMATION AGENT) FOR CLASS A COMMON STOCK.
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
- --------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED OWNER(S)
(IF BLANK, PLEASE FILL IN EXACTLY AS NAME(S) APPEAR(S) ON SHARES TENDERED
CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED LIST, IF NECESSARY)
- --------------------------------------------------------------------------------------------------------------------
NUMBER OF CLASS B NUMBER
CERTIFICATE SHARES REPRESENTED OF SHARES
NUMBER(S)(1) BY CERTIFICATE(S)(1) TENDERED(2)
-----------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
TOTAL SHARES
- --------------------------------------------------------------------------------------------------------------------
(1) Need not be completed by stockholders tendering shares by book-entry transfer.
(2) Unless otherwise indicated, it will be assumed that all Shares described above are being tendered.
See Instruction 4.
- --------------------------------------------------------------------------------------------------------------------
Indicate in this box the order (by certificate number) in which shares are to be purchased
in event of proration. See Instruction 10.
1st: 2nd: 3rd: 4th: 5th:
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 2
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A PROPER DELIVERY. DELIVERIES TO THE
COMPANY WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT
CONSTITUTE PROPER DELIVERY. DELIVERIES TO THE BOOK-ENTRY TRANSFER FACILITY WILL
NOT CONSTITUTE PROPER DELIVERY TO THE DEPOSITARY.
This Letter of Transmittal is to be completed only if (a) certificates
representing shares of Class B Common Stock (as defined below) are to be
forwarded herewith, or (b) a tender of shares is to be made concurrently by
book-entry transfer to the account maintained by the Depositary at The
Depository Trust Company (hereinafter referred to as the "Book-Entry Transfer
Facility") pursuant to Section 3 of the Offer to Purchase (as defined below).
Stockholders who desire to tender shares of Class B Common Stock pursuant to the
Offer (as defined below), but whose share certificates are not immediately
available or who cannot deliver such certificates and all other documents
required by this Letter of Transmittal to the Depositary on or prior to the
Expiration Date (as defined in Section 1 of the Offer to Purchase), or who
cannot comply with the procedure for book-entry transfer on a timely basis, may
nevertheless tender their shares pursuant to the guaranteed delivery procedure
set forth in Section 3 of the Offer to Purchase. See Instruction 2.
Stockholders who desire to tender shares of both Class A Common Stock and
Class B Common Stock must complete an appropriate, separate Letter of
Transmittal for each separate class of shares. Moreover, stockholders who wish
to tender portions of their shares of a class at different prices must complete
an appropriate separate Letter of Transmittal for each price at which they wish
to tender shares of that class.
[ ] CHECK HERE IF ANY CERTIFICATE REPRESENTING SHARES TENDERED HEREBY HAS BEEN
LOST, STOLEN, DESTROYED OR MUTILATED. SEE INSTRUCTION 16.
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
AN ACCOUNT MAINTAINED BY THE DEPOSITARY AT THE BOOK-ENTRY TRANSFER FACILITY
AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
----------------------------------------------------------------------------
Account Number:
----------------------------------------------------------------------------
Transaction Code Number:
----------------------------------------------------------------------------
[ ] CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s):
----------------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
-------------------------------------------------------------
Name of Institution that Guaranteed Delivery:
--------------------------------------------------------------------
Window Ticket Number (if any):
----------------------------------------------------------------------------
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE
ACCOMPANYING INSTRUCTIONS CAREFULLY.
<PAGE> 3
To Gartner Group Inc.:
The undersigned hereby tenders to Gartner Group, Inc., a Delaware
corporation (the "Company"), the above-described shares of the Company's Common
Stock, Class B, par value $0.0005 per share ("Class B Common Stock" or the
"Shares") at the price per share indicated in this Letter of Transmittal, net to
the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated July 27, 1999 (the "Offer to
Purchase"), receipt of which is hereby acknowledged, and in this Letter of
Transmittal (which, as amended or supplemented from time to time, together
constitute the "Offer").
Subject to, and effective upon, acceptance for payment of the Shares
tendered hereby in accordance with the terms and subject to the conditions of
the Offer (including, if the Offer is extended or amended, the terms and
conditions of such extension or amendment), the undersigned hereby sells,
assigns and transfers to, or upon the order of, the Company all right, title and
interest in and to all Shares tendered hereby and orders the registration of all
such Shares if tendered by book-entry transfer and hereby irrevocably
constitutes and appoints the Depositary as the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Shares (with full
knowledge that the Depositary also acts as the agent of the Company) with
respect to such Shares, with full power of substitution (such power of attorney
being deemed to be an irrevocable power coupled with an interest), to: (a)
deliver certificate(s) representing such Shares or transfer ownership of such
Shares on the account books maintained by the Book-Entry Transfer Facility,
together, in either such case, with all accompanying evidences of transfer and
authenticity, to or upon the order of the Company upon receipt by the
Depositary, as the undersigned's agent, of the Class B Purchase Price (as
defined below) with respect to such Shares; (b) present certificates for such
Shares for cancellation and transfer on the Company's books; and (c) receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Shares, all in accordance with the terms and subject to the conditions of the
Offer.
The undersigned hereby covenants, represents and warrants to the Company
that:
(a) the undersigned has full power and authority to tender, sell,
assign and transfer the Shares tendered hereby, and when and to the extent
the same are accepted for payment by the Company, the Company will acquire
good, marketable and unencumbered title thereto, free and clear of all
security interests, liens, restrictions, charges, encumbrances, conditional
sales agreements or other obligations relating to the sale or transfer of
such Shares, and not subject to any adverse claims;
(b) the undersigned understands that tenders of Shares pursuant to any
one of the procedures described in Section 3 of the Offer to Purchase and
in the instructions hereto will constitute the undersigned's acceptance of
the terms and conditions of the Offer, including the undersigned's
representation and warranty that (i) the undersigned has a net long
position in the Shares or equivalent securities at least equal to the
Shares tendered within the meaning of Rule 14e-4 under the Securities
Exchange Act of 1934, as amended ("Rule 14e-4"), and (ii) such tender of
Shares complies with Rule 14e-4;
(c) the undersigned will, upon request, execute and deliver any
additional documents deemed by the Depositary or the Company to be
necessary or desirable to complete the sale, assignment and transfer of the
Shares tendered hereby; and
(d) the undersigned has read, understands and agrees to all of the
terms and conditions of the Offer.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 3 of the Offer to Purchase and in the
instructions hereto will constitute a binding agreement between the undersigned
and the Company upon the terms and subject to the conditions of the Offer. The
undersigned acknowledges that no interest will be paid on the Class B Purchase
Price for tendered Shares regardless of any extension of the Offer or any delay
in making payment of such Class B Purchase Price.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and legal
representatives of the undersigned. Except as stated in the Offer to Purchase,
this tender is irrevocable.
<PAGE> 4
The name(s) and address(es) of the registered holder(s) should be printed,
if they are not already printed above, exactly as they appear on the
certificates representing Shares tendered hereby. The certificate numbers, the
number of Shares represented by such certificates and the number of Shares that
the undersigned wishes to tender should be set forth in the appropriate boxes
above. The price at which such Shares are being tendered should be indicated in
the box below.
The undersigned understands that the Company will, upon the terms and
subject to the conditions of the Offer, determine a single purchase price (not
less than $21 nor more than $24 per share), net to the seller in cash without
interest, that it will pay for shares of Class B Common Stock properly tendered
pursuant to the Offer and not properly withdrawn (the "Class B Purchase Price"),
taking into account the number of shares so tendered and the prices specified by
tendering stockholders; such specified price shall only be in multiples of
$0.125. The undersigned understands that the Company will select the lowest
purchase price that will allow it to buy 6,100,000 shares of Class B Common
Stock (or such lesser number of shares of such class as are properly tendered).
The undersigned understands that all shares of Class B Common Stock acquired
pursuant to the Offer will be acquired at the one Class B Purchase Price. The
undersigned understands that similarly, the Company will determine a single
purchase price (not less than $21 nor more than $24 per share), net to the
seller in cash, without interest, that it will pay for shares of Common Stock,
Class A, par value $0.0005 per share, of the Company ("Class A Common Stock")
properly tendered pursuant to the Offer and not properly withdrawn (the "Class A
Purchase Price"; each of the Class A Purchase Price and Class B Purchase Price
is each referred to as a "Purchase Price"), taking into account the number of
shares tendered and the prices specified by tendering stockholders; such
specified price shall only be in multiples of $0.125. The undersigned
understands that the Company will select the lowest purchase price that will
allow it to buy 9,600,000 shares of Class A Common Stock (or such lesser number
of shares of such class as are properly tendered). The undersigned understands
that all shares of Class A Common Stock acquired pursuant to the Offer will be
acquired at the one Class A Purchase Price. The undersigned understands that the
Class A Purchase Price need not be identical to the Class B Purchase Price.
The undersigned understands that the Company will only repurchase shares of
Class A Common Stock and Class B Common Stock in the same proportion as the
ratio of the numbers of shares of Class A Common Stock and Class B Common Stock
outstanding as of July 26, 1999. At such date, 63,992,550 shares of Class A
Common Stock were outstanding, representing 61.1% of the outstanding Common
Stock, and 40,689,648 shares of Class B Common Stock were outstanding,
representing 38.9% of the outstanding Common Stock. If stockholders do not
properly tender shares in these proportions, then the Company will only purchase
the largest number of properly tendered shares of each class that will enable it
to maintain these proportions, and the Purchase Price for each class will be
determined upon the basis of the number of shares of such class so purchased.
The undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase, the Company may terminate or amend the Offer or may
postpone the acceptance for payment of, or the payment for, Shares tendered or
may accept for payment fewer than all of the Shares tendered hereby. In any such
event, the undersigned understands that certificate(s) for any Shares not
tendered or not purchased will be returned to the undersigned at the address
indicated above, unless otherwise indicated in the box entitled "Special Payment
Instructions" or the box entitled "Special Delivery Instructions" below.
The undersigned understands that acceptance of Shares by the Company for
payment will constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Offer.
<PAGE> 5
The aggregate net Class B Purchase Price for the Shares tendered hereby and
purchased by the Company will be paid by check issued to the order of the
undersigned and mailed to the address indicated above, unless otherwise
indicated in the box entitled "Special Payment Instructions" or the box entitled
"Special Delivery Instructions" below. A separate check will be issued for
purchases of Class A Common Stock and purchases of Class B Common Stock. The
undersigned acknowledges that the Company has no obligation, pursuant to the
"Special Payment Instructions," to transfer any Shares from the name of the
registered holder(s) thereof, or to order the registration or transfer of any
Shares tendered by book-entry transfer, if the Company does not purchase any
such Shares.
<PAGE> 6
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 7, 8, 11, 14 AND 15.)
To be completed ONLY if certificate(s) for Shares not tendered or not
purchased and/or any check for the Class B Purchase Price are to be issued in
the name of someone other than the undersigned, or if Shares tendered hereby and
delivered by book-entry transfer which are not purchased are to be returned by
credit to an account at the Book-Entry Transfer Facility other than that
designated above.
Issue: [ ] Check [ ] Share Certificate(s) to:
Name:
- --------------------------------------------
(PLEASE PRINT)
Address:
- ------------------------------------------
- ------------------------------------------------------
(ZIP CODE)
- ------------------------------------------------------
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9 ON REVERSE SIDE)
[ ] Credit Shares delivered by book-entry transfer and not purchased to the
account set forth below:
Account Number:
- --------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 2, 4 AND 11.)
To be completed ONLY if certificate(s) for Shares not tendered or not
purchased and/or any check for the Class B Purchase Price are to be mailed or
sent to someone other than the undersigned, or to the undersigned at an address
other than that designated above.
Mail: [ ] Check [ ] Share Certificate(s) to:
Name:
- --------------------------------------------
(PLEASE PRINT)
Address:
- ------------------------------------------
- ------------------------------------------------------
(ZIP CODE)
- ------------------------------------------------------
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9 ON REVERSE SIDE)
SELECTION OF PURCHASE PRICE
(SEE INSTRUCTION 6).
SHARES TENDERED AT PRICE DETERMINED BY DUTCH AUCTION:
[ ] The undersigned wants to maximize the chance of having the Company
purchase all Shares the undersigned is tendering (subject to the proportionality
and proration provisions of the Offer). Accordingly, BY CHECKING THIS BOX
INSTEAD OF ONE OF THE PRICES BELOW*, the undersigned hereby tenders shares of
Class B Common Stock and is willing to accept the Class B Purchase Price
resulting from the Dutch Auction tender process. This action will result in
receiving a price per Share as low as $21 or as high as $24.
------------------------
CHECK THE BOX ABOVE OR CHECK ONE BOX BELOW*
------------------------
SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER:
By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE*, the
undersigned hereby tenders shares of Class B Common Stock at the price checked.
This action could result in none of the Shares being purchased if the Class B
Purchase Price for the Shares is less than the price checked. A stockholder who
desires to tender Shares at more than one price must complete a separate Letter
of Transmittal for each price at which Shares are tendered. The same Shares
cannot be tendered at more than one price.
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
<TABLE>
<S> <C> <C> <C> <C>
[ ] $21.00 [ ] $21.625 [ ] $22.25 [ ] $22.875 [ ] $23.50
[ ] $21.125 [ ] $21.75 [ ] $22.375 [ ] $23.00 [ ] $23.625
[ ] $21.25 [ ] $21.875 [ ] $22.50 [ ] $23.125 [ ] $23.75
[ ] $21.375 [ ] $22.00 [ ] $22.625 [ ] $23.25 [ ] $23.875
[ ] $21.50 [ ] $22.125 [ ] $22.75 [ ] $23.375 [ ] $24.00
</TABLE>
- ---------------
* If you do not indicate the purchase price of Shares being tendered, it will be
assumed that all Shares are tendered at the Dutch Auction price.
<PAGE> 7
ODD LOTS
(SEE INSTRUCTION 9.)
To be completed ONLY if shares are being tendered by or on behalf of a
person owning beneficially or of record as of the close of business on July 27,
1999 and who continues to own beneficially or of record as of the Expiration
Date, an aggregate of fewer than 100 shares of Class B Common Stock. The
undersigned either (check one box):
[ ] was the beneficial or record owner of, as of the close of business on July
27, 1999, and continues to own beneficially or of record, as of the
Expiration Date, an aggregate of fewer than 100 shares of Class B Common
Stock, all of which are being tendered; or
[ ] is a broker, dealer, commercial bank, trust company, or other nominee that
(a) is tendering for the beneficial owners thereof, shares with respect to
which it is the record holder, and (b) believes, based upon representations
made to it by such beneficial owners, that such person was the beneficial
or record owner of, as of the close of business on July 27, 1999, and
continues to own beneficially or of record, as of the Expiration Date, an
aggregate of fewer than 100 shares of Class B Common Stock, all of which
are being tendered.
IMPORTANT
STOCKHOLDERS SIGN HERE
(PLEASE COMPLETE AND RETURN THE ATTACHED SUBSTITUTE FORM W-9.)
(Must be signed by the registered holder(s) exactly as the name(s) of such
holder(s) appear(s) on certificate(s) for Shares or on a security position
listing or by person(s) authorized to become the registered holder(s) thereof by
certificates and documents transmitted with this Letter of Transmittal. If
signature is by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or any other person acting in a fiduciary or
representative capacity, please set forth full title and see Instruction 7.)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SIGNATURE(S) OF OWNER(S)
Dated:
- ---------------------------
Name(s):
------------------------------------------------------------------------
(PLEASE PRINT)
Capacity (full title):
----------------------------------------------------------------
Address:
-------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Telephone Number (including area code):
------------------
Facsimile Number:
-------------------------
E-mail address:
---------------------------
Taxpayer Identification or Social Security Number:
------------------------------------------
(SEE SUBSTITUTE FORM W-9.)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 7.)
Authorized Signature:
----------------------------------------------------------------
Dated:
- ---------------------------
Name:
--------------------------------------------------------------------------
(PLEASE PRINT)
Title:
---------------------------------------------------------------------------
Name of Firm:
---------------------------------------------------------------------
Address:
-------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Telephone Number (including area code):
------------------------------------------------
<PAGE> 8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. No signature guarantee is required if either:
(a) this Letter of Transmittal is signed by the registered holder of the
Shares (which term, for purposes hereof, shall include any participant in the
Book-Entry Transfer Facility whose name appears on a security position listing
as the owner of such Shares) tendered hereby exactly as the name of such
registered holder appears on the certificate(s) for such Shares tendered with
this Letter of Transmittal and payment and delivery are to be made directly to
such owner unless such owner has completed either the box entitled "Special
Payment Instructions" or "Special Delivery Instructions" above; or
(b) such Shares are tendered for the account of a bank, broker, dealer,
credit union, savings association or other entity which is a member in good
standing of the Securities Transfer Agents Medallion Program or a bank, broker,
dealer, credit union, savings association or other entity which is an "eligible
guarantor institution," as such term is defined in Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended (each of the foregoing constituting
an "Eligible Institution").
In all other cases, an Eligible Institution must guarantee all signatures
on this Letter of Transmittal. See Instruction 7.
2. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery
Procedures. This Letter of Transmittal is to be completed only if certificates
for shares are delivered with it to the Depositary (or such certificates will be
delivered pursuant to a Notice of Guaranteed Delivery previously sent to the
Depositary) or if a tender of Shares is being made concurrently pursuant to the
procedure for tender by book-entry transfer set forth in Section 3 of the Offer
to Purchase. The Depositary must receive on or prior to the Expiration Date (a)
a properly completed and duly executed Letter of Transmittal or a manually
signed facsimile thereof in accordance with the instructions of the Letter of
Transmittal, including any required signature guarantees, together with the
stock certificates evidencing the tendered shares and any other documents
required by the Letter of Transmittal, at one of its addresses set forth on the
back cover of the Offer to Purchase, (b) such Shares delivered pursuant to the
procedures for book-entry transfer described in Section 3 of the Offer to
Purchase (and a confirmation of such delivery is received by the Depositary,
including an Agent's Message (as defined below), if the tendering stockholder
has not delivered a Letter of Transmittal) or (c) such Shares validly tendered
through the Book-Entry Transfer Facility's Automated Tender Offer Program
("ATOP"). The term "Agent's Message" means a message, transmitted by the
Book-Entry Transfer Facility to, and received by the Depositary and forming a
part of the Book-Entry Confirmation (as defined in Section 3 of the Offer to
Purchase), which states that the Book-Entry Transfer Facility has received an
express acknowledgement from the participant in the Book-Entry Transfer Facility
tendering the Shares that such participant has received and agrees to be bound
by the terms of the Letter of Transmittal and that the Company may enforce such
agreement against the participant. If certificates are to be forwarded to the
Depositary in multiple deliveries, a properly completed and duly executed Letter
of Transmittal must accompany each such delivery.
Participants in the Book-Entry Transfer Facility may tender their Shares in
accordance with ATOP to the extent it is available to such participants for the
Shares they wish to tender. A stockholder tendering through ATOP must expressly
acknowledge that the stockholder has reviewed and agreed to be bound by the
Letter of Transmittal and that the Letter of Transmittal may be enforced by the
Company against such stockholder.
Stockholders whose certificates are not immediately available or who cannot
deliver certificates and all other required documents to the Depositary before
the Expiration Date, or whose Shares cannot be delivered on a timely basis
pursuant to the procedure for book-entry transfer, may, in any such case, tender
their Shares by or through any Eligible Institution by properly completing and
duly executing and delivering a Notice of Guaranteed Delivery (or facsimile of
it) and by otherwise complying with the guaranteed delivery procedure set forth
in Section 3 of the Offer to Purchase. Pursuant to such procedure: (a) such
tender must be made by or through an Eligible Institution, (b) a properly
completed and duly executed Notice of Guaranteed Delivery substantially in the
form provided by the Company (with any required signature guarantees) must be
received by the Depositary prior to the Expiration Date, and (c) certificates
for all physically delivered Shares in proper form for transfer or confirmation
of book-entry transfer into the Depositary's account at the Book-Entry Transfer
Facility of all Shares delivered electronically, in each case together with a
properly completed and duly executed Letter of Transmittal (or manually signed
facsimile thereof) with any required signature guarantees (or, in the case of
book-entry transfer an Agent's Message or, in the case of a tender through ATOP,
the specified acknowledgement), and all other documents required by this Letter
of Transmittal, must be received by the Depositary within three New York Stock
Exchange trading days after receipt by the Depositary of such Notice of
Guaranteed Delivery, all as provided in Section 3 of the Offer to Purchase.
<PAGE> 9
The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by telegram, facsimile transmission or mail to the Depositary and must include a
signature guarantee by an Eligible Institution in the form set forth in such
Notice. For Shares to be properly tendered pursuant to the guaranteed delivery
procedure, the Depositary must receive the Notice of Guaranteed Delivery on or
before the Expiration Date.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES,
IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
The Company will not accept any alternative, conditional or contingent
tenders, nor will it purchase any fractional Shares, except as expressly
provided in the Offer to Purchase. All tendering stockholders, by execution of
this Letter of Transmittal (or a facsimile hereof), waive any right to receive
any notice of the acceptance of their tender.
3. Inadequate Space. If the space provided in the box entitled
"Description of Shares Tendered" above is inadequate, the certificate numbers
and/or the number of Shares should be listed on a separate signed schedule and
attached to this Letter of Transmittal.
4. Partial Tenders and Unpurchased Shares. (Not applicable to stockholders
who tender by book-entry transfer.) If fewer than all of the Shares evidenced by
any certificate are to be tendered, fill in the number of Shares that are to be
tendered in the column entitled "Number of Shares Tendered" in the box entitled
"Description of Shares Tendered" above. In such case, if any tendered Shares are
purchased, a new certificate for the remainder of the Shares (including any
Shares not purchased) evidenced by the old certificate(s) will be issued and
sent to the registered holder(s) thereof, unless otherwise specified in either
the box entitled "Special Payment Instructions" or the box entitled "Special
Delivery Instructions" in this Letter of Transmittal, as soon as practicable
after the Expiration Date. Unless otherwise indicated, all Shares represented by
the certificate(s) set forth above and delivered to the Depositary will be
deemed to have been tendered.
5. Class of Shares Tendered. For Shares to be properly tendered, the
stockholder must complete the proper Letter of Transmittal. A stockholder
wishing to tender shares of Class A Common Stock and shares of Class B Common
Stock must complete an appropriate separate Letter of Transmittal for each such
class of shares. This Letter of Transmittal may be used to tender shares of
Class B Common Stock. The form of Letter of Transmittal for use in tendering
shares of Class A Common Stock is available from the Information Agent or the
Depositary.
6. Indication of Price at Which Shares are Being Tendered. For Shares to
be properly tendered, the stockholder must check the box indicating the price
per Share at which such holder is tendering Shares under "PRICE (IN DOLLARS) PER
SHARE AT WHICH SHARES ARE BEING TENDERED" or the box indicating "SHARES TENDERED
AT PRICE DETERMINED BY DUTCH AUCTION" in this Letter of Transmittal. ONLY ONE
BOX MAY BE CHECKED. IF MORE THAN ONE BOX IS CHECKED, THERE IS NO PROPER TENDER
OF SHARES. IF NO BOX IS CHECKED, IT WILL BE ASSUMED THAT THE TENDERING
STOCKHOLDER ELECTED TO TENDER THE SHARES AT THE PRICE DETERMINED BY THE DUTCH
AUCTION. A stockholder wishing to tender portions of such holder's Shares at
different prices must complete a separate Letter of Transmittal for each price
at which such holder wishes to tender each such portion of such holder's Shares.
The same Shares cannot be tendered (unless previously properly withdrawn as
provided in Section 4 of the Offer to Purchase) at more than one price.
7. Signatures on Letter of Transmittal; Stock Powers and Endorsements.
(a) If this Letter of Transmittal is signed by the registered holder(s) of
the Shares tendered hereby, the signature(s) must correspond exactly with the
name(s) as written on the face of the certificate(s) without any change
whatsoever.
(b) If the Shares tendered hereby are registered in the names of two or
more joint holders, each such holder must sign this Letter of Transmittal.
(c) If any tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal (or facsimiles hereof) as there are different
registrations of certificates.
<PAGE> 10
(d) When this Letter of Transmittal is signed by the registered holder(s)
of the Shares tendered hereby, no endorsement(s) of certificate(s) representing
such Shares or separate stock power(s) are required unless payment is to be
made, or the certificate(s) for Shares not tendered or not purchased are to be
issued to a person other than the registered holder(s) thereof. If this Letter
of Transmittal is signed by a person other than the registered holder(s) of the
certificate(s) listed, or if payment is to be made or certificate(s) for Shares
not tendered or not purchased are to be issued to a person other than the
registered holder(s) thereof, such certificate(s) must be endorsed or
accompanied by appropriate stock power(s), in either case signed exactly as the
name(s) of the registered holder(s) appear(s) on the certificate(s), and the
SIGNATURE(S) ON SUCH CERTIFICATE(S) OR STOCK POWER(S) MUST BE GUARANTEED BY AN
ELIGIBLE INSTITUTION. See Instruction 1.
(e) If this Letter of Transmittal or any certificate(s) or stock power(s)
are signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or any other person acting in a fiduciary or
representative capacity, such person should so indicate when signing this Letter
of Transmittal and must submit proper evidence satisfactory to the Company of
their authority so to act.
8. Stock Transfer Taxes. Except as provided in this Instruction 8, no
stock transfer tax stamps or funds to cover such stamps need accompany this
Letter of Transmittal. The Company will pay any stock transfer taxes payable on
the transfer to it of Shares purchased pursuant to the Offer. If, however,
either (a) payment of the Purchase Price for Shares tendered hereby and accepted
for purchase is to be made to any person other than the registered holder(s); or
(b) Shares not tendered or not purchased are to be registered in the name(s) of
any person(s) other than the registered holder(s); or (c) certificate(s)
representing tendered shares are registered in the name(s) of any person(s)
other than the person(s) signing this Letter of Transmittal, then the Depositary
will deduct from such Purchase Price the amount of any stock transfer taxes
(whether imposed on the registered holder(s), such other person(s) or otherwise)
payable on account of the transfer to such person, unless satisfactory evidence
of the payment of such taxes or any exemption therefrom is submitted. See
Section 5 of the Offer to Purchase.
9. Odd Lots. As described in Section 1 of the Offer to Purchase if the
Company purchases fewer than all shares of Class B Common Stock tendered before
the Expiration Date and not properly withdrawn, the shares purchased first will
consist of all shares of Class B Common Stock properly tendered by any
stockholder who owned, beneficially or of record, as of the close of business on
July 27, 1999 and as of the Expiration Date, an aggregate of fewer than 100
shares of Class B Common Stock, and who tenders all of such holder's shares of
Class B Common Stock at or below the Class B Purchase Price (an "Odd Lot
Holder"). This preference will not be available unless the box captioned "Odd
Lots" is completed.
10. Order of Purchase in Event of Proration. As described in Section 1 of
the Offer to Purchase, stockholders may designate the order in which their
Shares are to be purchased in the event of proration. The order of purchase may
have an effect on the United States federal income tax treatment of the Purchase
Price for the Shares purchased. See Sections 3 and 13 of the Offer to Purchase.
11. Special Payment and Delivery Instructions. If certificate(s) for
Shares not tendered or not purchased and/or check(s) are to be issued in the
name of a person other than the undersigned or if such certificates and/or
checks are to be sent to someone other than the undersigned or to the
undersigned at a different address, the box entitled "Special Payment
Instructions" and/or the box entitled "Special Delivery Instructions" on this
Letter of Transmittal should be completed as applicable and signatures must be
guaranteed as described in Instruction 1.
12. Irregularities. All questions as to the number of Shares to be
accepted, the price to be paid therefor and the validity, form, eligibility
(including time of receipt) and acceptance for payment of any tender of Shares
will be determined by the Company in its sole discretion, which determination
shall be final and binding on all parties. The Company reserves the absolute
right to reject any or all tenders of Shares it determines not to be in proper
form or the acceptance of which or payment for which may, in the opinion of the
Company's counsel, be unlawful. The Company also reserves the absolute right to
waive any of the conditions of the Offer or any defect or irregularity in any
tender with respect to any particular Shares or any particular stockholder, and
the Company's interpretation of the terms of the Offer (including these
Instructions) will be final and binding on all parties. No tender of Shares will
be deemed to be properly made until all defects and irregularities have been
cured by the tendering stockholder or waived by the Company. Unless waived, any
defects or irregularities in connection with tenders must be cured within such
time as the Company shall determine. None of the Company, the Dealer Manager (as
defined in the Offer to Purchase), the Depositary, the Information Agent (as
defined in the Offer to Purchase) or any other person is or will be obligated to
give notice of any defects or irregularities in tenders and none of them will
incur any liability for failure to give any such notice.
13. Questions and Requests for Assistance and Additional Copies. Questions
and requests for assistance may be directed to, or additional copies of the
Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery
and other related materials may be obtained from, the Information Agent or the
Dealer Manager at their addresses and telephone numbers set forth on the back
cover of the Offer to Purchase or from brokers, dealers, commercial banks or
trust companies.
<PAGE> 11
14. Tax Identification Number and Backup Withholding. United States
federal income tax law generally requires that a stockholder whose tendered
Shares are accepted for purchase, or such stockholder's assignee (in either
case, the "Payee"), provide the Depositary with such Payee's correct Taxpayer
Identification Number ("TIN"), which, in the case of a Payee who is an
individual, is such Payee's social security number. If the Depositary is not
provided with the correct TIN or an adequate basis for an exemption, such Payee
may be subject to a $50 penalty imposed by the Internal Revenue Service and
backup withholding in an amount equal to 31% of the gross proceeds received
pursuant to the Offer. If withholding results in an overpayment of taxes, a
refund may be obtained.
To prevent backup withholding, each Payee must provide such Payee's correct
TIN by completing the Substitute Form W-9 set forth herein, certifying that the
TIN provided is correct (or that such Payee is awaiting a TIN) and that (a) the
Payee is exempt from backup withholding, (b) the Payee has not been notified by
the Internal Revenue Service that such Payee is subject to backup withholding as
a result of a failure to report all interest or dividends, or (c) the Internal
Revenue Service has notified the Payee that such Payee is no longer subject to
backup withholding.
If the Payee does not have a TIN, such Payee should (a) consult the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for instructions on applying for a TIN, (b) write "Applied
For" in the space provided in Part 1 of the Substitute Form W-9, and (c) sign
and date the Substitute Form W-9 and the Certificate of Awaiting Taxpayer
Identification Number set forth herein. If the Payee does not provide such
Payee's TIN to the Depositary within sixty (60) days, backup withholding will
begin and continue until such Payee furnishes such Payee's TIN to the
Depositary. Note that writing "Applied For" on the Substitute Form W-9 means
that the Payee has already applied for a TIN or that such Payee intends to apply
for one in the near future.
If Shares are held in more than one name or are not in the name of the
actual owner, consult the W-9 Guidelines for information on which TIN to report.
Exempt Payees (including, among others, all corporations and certain
foreign individuals) are not subject to backup withholding and reporting
requirements. To prevent possible erroneous backup withholding, an exempt Payee
should write "Exempt" in Part 2 of Substitute Form W-9. See the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 for additional instructions. In order for a nonresident alien or
foreign entity to qualify as exempt, such person must submit a completed Form
W-8 Certificate of Foreign Status, signed under penalty of perjury attesting to
such exempt status. Such form may be obtained from the Depositary.
15. Withholding on Non-United States Holders. Even if a Non-United States
Holder (as defined below) has provided the required certification to avoid
backup withholding, the Depositary will withhold United States federal income
taxes equal to 30% of the gross payments payable to a Non-United States Holder
or such holder's agent unless (a) the Depositary determines that a reduced rate
of withholding is available pursuant to a tax treaty or that an exemption from
withholding is applicable because such gross proceeds are effectively connected
with the conduct of a trade or business within the United States or (b) the
Non-United States Holder establishes to the satisfaction of the Company and the
Depositary that the sale of shares by such Non-United States Holder pursuant to
the Offer will qualify as a "sale or exchange," rather than as a distribution
taxable as a dividend for United States federal income tax purposes. For this
purpose, a "Non-United States Holder" is any stockholder that for United States
federal income tax purposes is not (a) a citizen or resident of the United
States, (b) a corporation or partnership created or organized in or under the
laws of the United States or any State or division thereof (including the
District of Columbia), (c) an estate the income of which is subject to United
States federal income taxation regardless of the source of such income, or (d) a
trust (i) the administration over which a United States court can exercise
primary supervision and (ii) all of the substantial decisions of which one or
more United States persons have the authority to control. Notwithstanding the
foregoing, to the extent provided in United States Treasury Regulations, certain
trusts in existence on August 20, 1996, and treated as United States persons
prior to such date, that elect to continue to be treated as United States
persons also will not be Non-United States Holders. In order to obtain a reduced
rate of withholding pursuant to a tax treaty, a Non-United States Holder must
deliver to the Depositary before the payment a properly completed and executed
IRS Form 1001. In order to obtain an exemption from withholding on the grounds
that the gross proceeds paid pursuant to the Offer are effectively connected
with the conduct of a trade or business within the United States, a Non-United
States Holder must deliver to the Depositary a properly completed and executed
IRS Form 4224. The Depositary will determine a stockholder's status as a
Non-United States Holder and eligibility for a reduced rate of, or an exemption
from, withholding by reference to outstanding certificates or statements
concerning eligibility for a reduced rate of, or exemption from, withholding
(e.g., IRS Form 1001 or IRS Form 4224) unless facts and circumstances indicate
that such reliance is not warranted. A Non-United States Holder may be eligible
to obtain a refund of all or a portion of any tax withheld if such Non-United
States Holder meets the "complete termination," "substantially disproportionate"
or "not essentially equivalent to a dividend" tests described in Section 13 of
the Offer to Purchase or is otherwise able to establish that no tax or a reduced
amount of tax is due.
<PAGE> 12
NON-UNITED STATES HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS
REGARDING THE APPLICATION OF UNITED STATES FEDERAL INCOME TAX WITHHOLDING,
INCLUDING ELIGIBILITY FOR A WITHHOLDING TAX REDUCTION OR EXEMPTION, AND THE
REFUND PROCEDURE.
16. Lost, Stolen, Destroyed or Mutilated Certificates. If any
certificate(s) representing Shares has been lost, stolen, destroyed or
mutilated, the stockholder should promptly notify the Depositary by checking the
box set forth above and indicating the number of Shares so lost, stolen,
destroyed or mutilated. Such stockholder will then be instructed by the
Depositary as to the steps that must be taken in order to replace the
certificate. This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost, stolen, destroyed or
mutilated certificates have been followed. Stockholders may contact the
Depositary at (781) 575-3120 to expedite such process.
THIS LETTER OF TRANSMITTAL, PROPERLY COMPLETED AND DULY EXECUTED (OR
MANUALLY SIGNED FACSIMILE HEREOF), TOGETHER WITH CERTIFICATES REPRESENTING
SHARES BEING TENDERED OR CONFIRMATION OF BOOK-ENTRY TRANSFER OR, IN THE CASE OF
TRANSFER THROUGH ATOP, A SPECIFIC ACKNOWLEDGEMENT, AND ALL OTHER REQUIRED
DOCUMENTS, OR A NOTICE OF GUARANTEED DELIVERY, MUST BE RECEIVED BY THE
DEPOSITARY PRIOR TO 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THE EXPIRATION DATE.
STOCKHOLDERS ARE ENCOURAGED TO RETURN A COMPLETED SUBSTITUTE FORM W-9 WITH THIS
LETTER OF TRANSMITTAL.
PAYER: EQUISERVE L.P.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
SUBSTITUTE PART 1 -- Taxpayer Identification Number -- for ---------------------------------
FORM W-9 all accounts, enter taxpayer identification Note: If the account is in more than
number in the box at right and certify by one name, see the chart in the
DEPARTMENT OF THE TREASURY, signing and dating below. (If awaiting TIN or enclosed Guidelines to determine which
INTERNAL REVENUE SERVICE Employer TIN:, write "Applied For"). number to give the payer.
PAYER'S REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER ("TIN") ----------------------------------------------------------------------------------------
PART 2 -- For payees exempt from backup withholding, please write "EXEMPT" here (see the
enclosed Guidelines):
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
PART 3 -- Certification -- UNDER PENALTIES OF PERJURY, I CERTIFY THAT (1) The
number shown on this form is my correct Taxpayer Identification Number (or I am
waiting for a number to be issued to me), and (2) I am not subject to backup
withholding because: (a) I am exempt from backup withholding, or (b) I have not
been notified by the Internal Revenue Service (the "IRS") that I am subject to
backup withholding as a result of a failure to report all interest or dividends
or (c) the IRS has notified me that I am no longer subject to backup
withholding.
Certification Instructions -- You must cross out item (2) above if you have been
notified by the IRS that you are currently subject to backup withholding because
of underreporting interest or dividends on your tax return and you have not been
notified by the IRS that you are no longer subject to backup withholding. (Also
see instructions in the enclosed Guidelines.)
- --------------------------------------------------------------------------------
Signature: __________________________________ Date: ____________
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING (OR WILL
SOON APPLY FOR) A TAXPAYER IDENTIFICATION NUMBER.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and that I mailed or delivered an
application to receive a TIN to the appropriate Internal Revenue Service
Center or Social Security Administration Office (or I intend to mail or
deliver an application in the near future). I understand that, notwithstanding
the information I provided in Part III of the Substitute Form W-9 above (and
the fact that I have completed this Certificate of Awaiting Taxpayer
Identification Number), if I do not provide a TIN to the Depositary within
sixty (60) days, the Depositary is required to withhold 31% of all cash
payments made to me thereafter until I provide a number.
Signature: _______________________________________ Date: _________________
<PAGE> 13
The Information Agent for the Offer is:
MORROW & CO., INC.
445 Park Avenue, 5th Floor
New York, NY 10022
Banks and Brokerage Firms call: (800) 662-5200 (toll free)
Stockholders please call: (800) 566-9061 (toll free)
The Dealer Manager for the Offer is:
CREDIT SUISSE FIRST BOSTON CORPORATION
Eleven Madison Avenue
New York, NY 10010-3629
(800) 881-8320 (toll free)
<PAGE> 1
Exhibit (a)(3)
NOTICE REVISED AS OF AUGUST 6, 1999
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
OF
GARTNER GROUP, INC.
This Notice of Guaranteed Delivery, or one substantially in the form
hereof, must be used to accept the Offer (as defined below) if certificates
evidencing shares of Common Stock, Class A, par value $0.0005 per share ("Class
A Common Stock"), or Common Stock, Class B, par value $0.0005 per share ("Class
B Common Stock", and together with the Class A Common Stock, the "Common Stock"
or the "Shares"), of Gartner Group, Inc., a Delaware corporation (the
"Company"), are not immediately available, or if the procedure for book-entry
transfer set forth in the Offer to Purchase dated July 27, 1999 (the "Offer to
Purchase") and the related Letter of Transmittal (which, as amended or
supplemented from time to time, together constitute the "Offer") cannot be
completed on a timely basis or time will not permit all required documents,
including a properly completed and duly executed Letter of Transmittal (or a
manually signed facsimile thereof), to reach the Depositary prior to the
Expiration Date (as defined in the Offer to Purchase).
This Notice of Guaranteed Delivery, properly completed and duly executed,
may be delivered by hand, mail or facsimile transmission to the Depositary. See
Section 3 of the Offer to Purchase.
THE METHOD OF DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY IS AT THE
OPTION AND RISK OF THE TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL, REGISTERED
MAIL WITH RETURN RECEIPT REQUESTED IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ASSURE DELIVERY.
The Depositary for the Offer is:
EQUISERVE L.P.
<TABLE>
<S> <C> <C>
By Overnight Delivery, By Hand Delivery: By Mail:
Certified or Express Mail:
EquiServe L.P. Securities Transfer & Reporting EquiServe L.P.
Corporate Actions Services, Inc. Corporate Actions
40 Campanelli Drive c/o EquiServe L.P. P.O. Box 9573
Braintree, MA 02184 100 William Street, Galleria Boston, MA 02205-8686
New York, NY 10038
</TABLE>
Telephone:
(781) 575-3120
Facsimile Transmission:
(781) 575-4826
Confirm Receipt of Facsimile by Telephone:
(781) 575-4816
------------------------
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO THE
COMPANY WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT
CONSTITUTE VALID DELIVERY TO THE DEPOSITORY. DELIVERIES TO THE BOOK-ENTRY
TRANSFER FACILITY WILL NOT CONSTITUTE VALID DELIVERY TO THE DEPOSITARY.
<PAGE> 2
This Notice of Guaranteed Delivery form is not to be used to guarantee
signatures. If a signature on the Letter of Transmittal is required to be
guaranteed by an Eligible Institution (as defined in the Offer to Purchase)
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
TO GARTNER GROUP, INC.:
The undersigned hereby tenders to the Company at the price per Share
indicated in this Notice of Guaranteed Delivery, upon the terms and subject to
the conditions set forth in the Offer to Purchase and the related Letter of
Transmittal, receipt both of which is hereby acknowledged, the number of shares
specified below pursuant to the guaranteed delivery procedure set forth in
Section 3 of the Offer to Purchase.
- --------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
(ATTACH ADDITIONAL SIGNED LIST, IF NECESSARY)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
CLASS OF SHARES BEING TENDERED*: (CHECK ONE BOX ONLY)
[ ] CLASS A COMMON STOCK
[ ] CLASS B COMMON STOCK
- -------------------------------------------------------------------------------------------------------------
CERTIFICATE TOTAL NUMBER OF SHARES
NUMBER(S)** REPRESENTED BY CERTIFICATES NUMBER OF SHARES TENDERED***
<S> <C> <C>
- ----------------------------- --------------------------------------- ---------------------------------------
- ----------------------------- --------------------------------------- ---------------------------------------
- ----------------------------- --------------------------------------- ---------------------------------------
- ----------------------------- --------------------------------------- ---------------------------------------
- ----------------------------- --------------------------------------- ---------------------------------------
Total shares:
- -------------------------------------------------------------------------------------------------------------
</TABLE>
Indicate in this box the order (by certificate number) in which Shares are to
be purchased in event of proration.**** See Instruction 10 of the Letter of
Transmittal.
1st: 2nd: 3rd: 4th: 5th:
- --------------------------------------------------------------------------------
* Stockholders who desire to tender both Class A Common Stock and Class B
Common Stock must complete a separate Notice of Guaranteed Delivery for
each class. If you do not indicate the class being tendered, we will
review the certificates for the Shares tendered. If all such certificates
relate to one class of Shares, the tender will be proper. However, if
such certificates relate to more than one class of Shares, the tender
will not be proper. See Instruction 5 of the Letter of Transmittal.
** If available. DOES NOT need to be completed by stockholders tendering
shares by book-entry transfer.
*** Unless otherwise indicated, it will be assumed that all shares evidenced
by each certificate delivered to the Depositary are being tendered
hereby. See Instruction 4 of the Letter of Transmittal.
**** If you do not designate an order, in the event less than all Shares
tendered are purchased due to proration, Shares will be selected for
purchase by the Depositary.
- --------------------------------------------------------------------------------
2
<PAGE> 3
SELECTION OF PURCHASE PRICE
(SEE INSTRUCTION 6 OF LETTER OF TRANSMITTAL)
- --------------------------------------------------------------------------------
The undersigned is tendering Shares at a price as follows (check one box):
SHARES TENDERED AT PRICE DETERMINED BY DUTCH AUCTION:
[ ] The undersigned wants to maximize the chance of having the Company
purchase all Shares the undersigned is tendering (subject to the proportionality
and proration provisions of the Offer to Purchase). Accordingly, BY CHECKING
THIS BOX INSTEAD OF ONE OF THE PRICES BELOW*, the undersigned hereby tenders
Shares and is willing to accept the Purchase Price resulting from the Dutch
Auction tender process. This action will result in receiving a price per Share
as low as $21 or as high as $24.
------------------------
CHECK THE BOX ABOVE OR CHECK ONE BOX BELOW*
------------------------
SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER:
By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE*, the
undersigned hereby tenders Shares at the price checked. This action could result
in none of the Shares being purchased if the Purchase Price for the Shares is
less than the price checked. A stockholder who desires to tender Shares at more
than one price must complete a separate Notice of Guaranteed Delivery for each
price at which Shares are tendered. The same Shares cannot be tendered at more
than one price.
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
<TABLE>
<S> <C> <C> <C> <C>
[ ] $21.00 [ ] $21.625 [ ] $22.25 [ ] $22.875 [ ] $23.50
[ ] $21.125 [ ] $21.75 [ ] $22.375 [ ] $23.00 [ ] $23.625
[ ] $21.25 [ ] $21.875 [ ] $22.50 [ ] $23.125 [ ] $23.75
[ ] $21.375 [ ] $22.00 [ ] $22.625 [ ] $23.25 [ ] $23.875
[ ] $21.50 [ ] $22.125 [ ] $22.75 [ ] $23.375 [ ] $24.00
</TABLE>
- ---------------
* If you do not indicate the purchase price of Shares being tendered, it will be
assumed that all Shares are tendered at the Dutch Auction price.
3
<PAGE> 4
ODD LOTS
(SEE INSTRUCTION 9 OF LETTER OF TRANSMITTAL)
To be completed ONLY if shares of a class are being tendered by or on
behalf of a person owning beneficially or of record, as of the close of business
on July 27, 1999 and who continues to own beneficially or of record, as of the
Expiration Date, an aggregate of fewer than 100 shares of a class of Common
Stock. The undersigned either (check one box):
[ ] was the beneficial or record owner of, as of the close of business on
July 27, 1999, and continues to own, beneficially or of record, as of
the Expiration Date, an aggregate of fewer than 100 Shares of the
class of Common Stock tendered, all of which are being tendered; or
[ ] is a broker, dealer, commercial bank, trust company or other nominee
that (a) is tendering for the beneficial owner thereof Shares with
respect to which it is the record holder, and (b) believes, based upon
representations made to it by such beneficial owner, that such person
was the beneficial or record owner of, as of the close of business on
July 27, 1999, and continues to own beneficially or of record, as of
the Expiration Date, an aggregate of fewer than 100 shares of the
class of Common Stock tendered, all of which are being tendered.
Signature(s):
-----------------------------------------------
-----------------------------------------------
Name(s) of
Record Holder(s):
-----------------------------------------------
------------------------------------------------
Please Type or Print
Address:
------------------------------------------------
------------------------------------------------
Zip Code
Telephone No. (including area code):
------------
Facsimile Number:
------------------------------------
E-mail address:
-------------------------------------
If Shares will be delivered by
book-entry transfer, provide the
following information:
Account Number:
-----------------------------------------------
Date:
-----------------------------------------------
4
<PAGE> 5
GUARANTEE
(NOT TO BE USED FOR A SIGNATURE GUARANTEE.)
THE UNDERSIGNED, A BANK, BROKER, DEALER, CREDIT UNION, SAVINGS ASSOCIATION
OR OTHER ENTITY WHICH IS A MEMBER IN GOOD STANDING OF THE SECURITIES TRANSFER
AGENTS MEDALLION PROGRAM OR A BANK, BROKER, DEALER, CREDIT UNION, SAVINGS
ASSOCIATION OR OTHER ENTITY WHICH IS AN "ELIGIBLE GUARANTOR INSTITUTION," AS
SUCH TERM IS DEFINED IN RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED (EACH OF THE FOREGOING CONSTITUTING AN "ELIGIBLE INSTITUTION"),
HEREBY GUARANTEES THE DELIVERY TO THE DEPOSITARY OF THE SHARES TENDERED HEREBY,
IN PROPER FORM FOR TRANSFER, OR A CONFIRMATION THAT THE SHARES TENDERED HEREBY
HAVE BEEN DELIVERED PURSUANT TO THE PROCEDURE FOR BOOK-ENTRY TRANSFER SET FORTH
IN THE OFFER TO PURCHASE INTO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY
TRANSFER FACILITY, TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER
OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE THEREOF) OR AN AGENT'S MESSAGE
(AS DEFINED IN THE OFFER TO PURCHASE) OR THROUGH ATOP (AS DEFINED IN THE OFFER
TO PURCHASE) AND ANY REQUIRED SIGNATURE GUARANTEES OR OTHER REQUIRED DOCUMENTS,
ALL WITHIN THREE (3) NEW YORK STOCK EXCHANGE TRADING DAYS AFTER RECEIPT BY THE
DEPOSITARY OF THIS NOTICE OF GUARANTEED DELIVERY.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates representing shares or a confirmation of book-entry transfer or, in
the case of transfer through ATOP, a specified acknowledgement to the Depositary
within the time period set forth herein. Failure to do so could result in a
financial loss to such Eligible Institution.
Name of Firm:
--------------------------------------
Address:
--------------------------------------
--------------------------------------
Zip Code
Telephone No. (Including area code):
--------------------------------------
Authorized Signature:
--------------------------------------
Name:
--------------------------------------
Please Print
Title:
--------------------------------------
Date:
--------------------------------------
NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS FORM. CERTIFICATES FOR SHARES
SHOULD BE SENT WITH THE LETTER OF TRANSMITTAL.
5
<PAGE> 1
Exhibit (a)(5)
GARTNER GROUP, INC.
OFFER TO PURCHASE FOR CASH
UP TO 15,700,000 SHARES OF COMMON STOCK,
CONSISTING OF
UP TO 9,600,000 SHARES OF CLASS A COMMON STOCK AND
UP TO 6,100,000 SHARES OF CLASS B COMMON STOCK,
EACH AT A PURCHASE PRICE NOT LESS THAN $21 NOR
MORE THAN $24 PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON TUESDAY, AUGUST 24, 1999, UNLESS THE OFFER IS EXTENDED.
July 27, 1999
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated July 27,
1999 (the "Offer to Purchase") and the related Letter of Transmittal (which, as
amended or supplemented from time to time, together constitute the "Offer") in
connection with the offer by Gartner Group, Inc., a Delaware corporation (the
"Company"), to purchase up to 15,700,000 shares of its Common Stock, par value
$0.0005 per share, consisting of up to 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 "Shares" or the
"Common Stock"), at prices not less than $21 nor more than $24 per share, net to
the seller in cash, without interest, as specified by stockholders tendering
their Shares, upon the terms and subject to the conditions of the Offer.
The Company will, upon the terms and subject to the conditions of the
Offer, determine the single per share price, not less than $21 nor more than $24
per share, net to the seller in cash, without interest, that it will pay for
shares of Class A Common Stock properly tendered pursuant to the Offer and not
properly withdrawn (the "Class A Purchase Price"), taking into account the
number of shares of Class A Common Stock so tendered and the prices specified by
tendering stockholders. Such purchase price will be the lowest purchase price
that will allow the Company to buy 9,600,000 shares of Class A Common Stock (or
such lesser number of shares as are properly tendered).
Similarly, the Company will determine the single per share price, not less
than $21 nor more than $24 per share, net to the seller in cash, without
interest, that it will pay for shares of Class B Common Stock properly tendered
pursuant to the Offer and not properly withdrawn (the "Class B Purchase Price";
the Class A Purchase Price and Class B Purchase Price are each referred to as a
"Purchase Price"), taking into account the number of shares of Class B Common
Stock so tendered and the prices specified by tendering stockholders. Such
purchase price will be the lowest purchase price that will allow it to buy
6,100,000 shares of Class B Common Stock (or such lesser number of shares as are
properly tendered). The Class A Purchase Price and the Class B Purchase Price
need not be identical.
Notwithstanding the foregoing, however, the Class A Common Stock and Class
B Common Stock shall only be repurchased in the same proportion as the ratio of
the numbers of shares of Class A Common Stock and Class B Common Stock
outstanding as of July 26, 1999. At such date, 63,992,550 shares of Class A
Common Stock were outstanding, representing 61.1% of the outstanding Common
Stock, and 40,689,648 shares of Class B Common Stock were outstanding,
representing 38.9% of the outstanding Common Stock. If stockholders do not
properly tender shares in these proportions, then the Company will only purchase
the largest number of properly tendered shares of each class that will enable it
to maintain these proportions, and
<PAGE> 2
the Purchase Price for each class will be determined upon the basis of the
number of shares of such class so purchased.
Subject to the foregoing, all shares of a class properly tendered prior to
the Expiration Date (as defined in the Offer to Purchase) at prices at or below
the applicable Purchase Price, and not properly withdrawn, will be purchased at
the applicable Purchase Price, upon the terms and subject to the conditions of
the Offer, including the proportionality and proration provisions. All shares of
a class acquired in the Offer will be acquired at the Purchase Price for that
class. Shares tendered at prices in excess of the applicable Purchase Price and
shares not purchased because of the proportionality and proration provisions
will be returned at the Company's expense to the stockholders who tendered such
shares.
The Company reserves the right, in its sole discretion, to purchase more
than an aggregate of 15,700,000 shares of Common Stock pursuant to the Offer,
provided that the Company will only repurchase shares of Class A Common Stock
and Class B Common Stock in the same proportion as the ratio of the numbers of
shares of Class A Common Stock and Class B Common Stock outstanding on July 26,
1999.
Upon the terms and subject to the conditions of the Offer, if at the
Expiration Date more than 9,600,000 shares of Class A Common Stock or more than
6,100,000 shares of Class B Common Stock (or in each case such greater number of
shares of such class as the Company may elect to purchase) are properly tendered
at or below the Purchase Price for such class and not properly withdrawn, the
Company will buy shares of such class first from any person (an "Odd Lot
Holder") who owned beneficially or of record, as of the close of business on
July 27, 1999, and who continues to own beneficially or of record, as of the
Expiration Date, an aggregate of fewer than 100 shares of such class and so
certified in the appropriate place on the Letter of Transmittal (and, if
applicable, on a Notice of Guaranteed Delivery) and who properly tenders all
such person's shares of such class at or below the applicable Purchase Price,
and then on a pro rata basis from all other stockholders who properly tender
shares of such class at prices at or below the applicable Purchase Price (and do
not properly withdraw such shares prior to the Expiration Date).
A TENDER OF YOUR SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD
THEREOF AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS
FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER
YOUR SHARES HELD BY US FOR YOUR ACCOUNT.
Accordingly, we request instructions as to whether you wish to tender any
or all of the Shares held by us for your account, upon the terms and subject to
the conditions of the Offer.
Please note the following:
1. Shares may be tendered at prices not less than $21 nor more than
$24 per share, or at the price determined by the "Dutch Auction" tender
process as indicated in the attached Instruction Form, net to the seller in
cash, without interest. You should mark the box entitled "Shares Tendered
at Price Determined by Dutch Auction" if you are willing to accept the
Purchase Price resulting from the Dutch Auction tender process. This could
result in your receiving the minimum price of $21 per share. If you do not
mark any box under "Selection of Purchase Price," it will be assumed that
you elected to tender Shares at the Dutch Auction price.
2. You may designate the order in which the Company will purchase your
shares in the event of proration.
3. The Offer is not conditioned on any minimum number of Shares being
tendered. The Offer is, however, subject to certain other conditions set
forth in the Offer to Purchase.
4. The Offer, proration period and withdrawal rights will expire at
12:00 Midnight, New York City time, on Tuesday, August 24, 1999, unless the
Offer is extended.
5. The Offer is for 15,700,000 shares of Common Stock, consisting of
9,600,000 shares of Class A Common Stock and 6,100,000 shares of Class B
Common Stock, constituting in the aggregate approximately 15% of the Shares
outstanding as of July 17, 1999. However, the Company will only
2
<PAGE> 3
repurchase shares of Class A Common Stock and Class B Common Stock in the
same proportion as the ratio of the numbers of shares of Class A Common
Stock and Class B Common Stock outstanding as of July 17, 1999. If
stockholders do not properly tender shares in these proportions, then the
Company will only purchase the largest number of properly tendered shares
of each class that will enable it to maintain these proportions, and the
Purchase Price for each class will be determined upon the basis of the
number of shares of such class so purchased.
6. The Board of Directors of the Company has approved the Offer.
However, neither the Company nor its Board of Directors nor the Dealer
Manager (as defined in the offer to Purchase makes any recommendation to
stockholders as to whether to tender or refrain from tendering Shares. Each
stockholder must make the decision whether to tender such stockholder's
Shares and, if so, how many Shares to tender and at the price or prices at
which such Shares should be tendered.
7. Tendering stockholders will not be obligated to pay any brokerage
fees or commissions or solicitation fees to the Company or the Dealer
Manager, the Depositary, or the Information Agent (each as defined in the
Offer to Purchase) or, except as set forth in the Offer to Purchase and the
Letter of Transmittal, stock transfer taxes on the transfer of Shares
pursuant to the Offer.
If (i) you owned beneficially or of record, as of the close of business on
July 27, 1999 and continue to own beneficially or of record, as of the
Expiration Date, an aggregate of fewer than 100 shares of a class; (ii) you
instruct us to tender on your behalf all such shares at or below the applicable
Purchase Price prior to the Expiration Date; and (iii) you complete the section
entitled "Odd Lots" in the attached Instruction Form, the Company, upon the
terms and subject to the conditions of the Offer, will accept all such shares
for purchase before proration, if any, of the purchase of other shares of that
class properly tendered at or below the applicable Purchase Price.
If you wish to tender shares of both Class A Common Stock and Class B
Common Stock, you must complete a separate Instruction Form for each class of
shares so tendered. We must submit separate Letters of Transmittal on your
behalf for each such class of shares. Moreover, if you wish to tender portions
of your Shares at different prices, you must complete a separate Instruction
Form for each price at which you wish to tender each such portion of your
Shares. We must submit separate Letters of Transmittal on your behalf for each
such price you will accept for each such portion tendered. The same shares
cannot be tendered at more than one price.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing, detaching and returning to us the attached
Instruction Form. An envelope to return your Instruction Form to us is enclosed.
If you authorize us to tender your Shares, all such Shares will be tendered
unless otherwise indicated on the attached Instruction Forms.
PLEASE FORWARD YOUR INSTRUCTION FORMS TO US AS SOON AS POSSIBLE TO ALLOW US
AMPLE TIME TO TENDER YOUR SHARES ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE
OFFER.
As described in the Offer to Purchase, if more than 9,6000,000 shares of
Class A Common Stock or more than 6,100,000 shares of Class B Common Stock (or
in each case such greater number of Shares as the Company may elect to purchase)
have been properly tendered at or below the applicable Purchase Price and not
properly withdrawn prior to the Expiration Date, the Company will purchase
tendered shares of such class on the basis set forth below:
1. first, the Company will purchase all shares of such class properly
tendered and not properly withdrawn prior to the Expiration Date by any
Odd Lot Holder who:
(a) tenders all shares of such class owned beneficially or of record by
such Odd Lot Holder at a price at or below the applicable Purchase
Price (tenders of less than all shares of such class owned by such
Odd Lot Holder will not qualify for this preference); and
(b) completes the box captioned "Odd Lots" in the Letter of Transmittal
and, if applicable, in the Notice of Guaranteed Delivery; and
3
<PAGE> 4
2. second, after purchasing of all of the foregoing shares of such class,
the Company will purchase all other shares of such class properly
tendered at prices at or below the applicable Purchase Price and not
properly withdrawn prior to the Expiration Date, on a pro rata basis
(with appropriate adjustments to avoid purchases of fractional shares)
as described in the Offer to Purchase.
The Offer is being made solely pursuant to the Offer to Purchase and the
related Letter of Transmittal and is being made to all holders of Shares who
were holders as of July 27, 1999. The Offer is not being made to, nor will
tenders be accepted from or on behalf of, holders of Shares residing in any
jurisdiction in which the making of the Offer or acceptance thereof would not be
in compliance with the securities or other laws of such jurisdiction.
4
<PAGE> 5
INSTRUCTION FORM
INSTRUCTIONS FOR TENDER OF SHARES OF GARTNER GROUP, INC.
The undersigned acknowledge(s) receipt of your letter, the enclosed Offer
to Purchase dated July 27, 1999 (the "Offer to Purchase") and the related Letter
of Transmittal (which, as amended or supplemented from time to time, together
constitute the "Offer") in connection with the offer by Gartner Group, Inc., a
Delaware corporation (the "Company"), to purchase up to 15,700,000 shares of
Common Stock, consisting of 9,600,000 shares of Common Stock, Class A, par value
$0.0005 per share ("Class A Common Stock"), and 6,100,000 shares of Common
Stock, Class B, par value $0.0005 per share ("Class B Common Stock"; together
with the Class A Common Stock, the "Shares" or the "Common Stock"), at prices
not less than $21 nor more than $24 per share, net to the seller in cash,
without interest, as specified by stockholders tendering their Shares, upon the
terms and subject to the conditions of the Offer.
This will instruct you to tender to the Company, on the undersigned's
behalf, the number of Shares indicated of the class below (or if no number is
indicated below, all Shares) which are beneficially owned by the undersigned and
registered in the undersigned's name, upon the terms and subject to the
conditions of the Offer.
CLASS OF SHARES BEING TENDERED (Check one box only):
[ ] Class A Common Stock
[ ] Class B Common Stock
NUMBER OF SHARES TO BE TENDERED: ____________ SHARES*
------------------------
SELECTION OF PURCHASE PRICE
(SEE INSTRUCTION 6 OF LETTER OF TRANSMITTAL)
1. SHARES TENDERED AT PRICE DETERMINED BY DUTCH AUCTION:
[ ] The undersigned wants to maximize the chance of having the Company purchase
all Shares the undersigned is tendering (subject to the proportionality and
proration provisions of the Offer to Purchase). Accordingly, BY CHECKING THIS
BOX INSTEAD OF ONE OF THE PRICES BELOW**, the undersigned hereby tenders Shares
and is willing to accept the Purchase Price resulting from the Dutch Auction
tender process. This action will result in receiving a price per share as low as
$21 or as high as $24.
------------------------
CHECK THE BOX ABOVE OR CHECK ONE BOX BELOW**
------------------------
2. SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER:
By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE**, the undersigned
hereby tenders Shares at the price checked. This action could result in none of
the Shares being purchased if the Purchase Price for the Shares is less than the
price checked. A stockholder who desires to tender Shares at more than one price
must complete a separate Instruction Form for each price at which Shares are
tendered. The same Shares cannot be tendered at more than one price.
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
<TABLE>
<S> <C> <C> <C> <C>
[ ] $21.00 [ ] $21.625 [ ] $22.25 [ ] $22.875 [ ] $23.50
[ ] $21.125 [ ] $21.75 [ ] $22.375 [ ] $23.00 [ ] $23.625
[ ] $21.25 [ ] $21.875 [ ] $22.50 [ ] $23.125 [ ] $23.75
[ ] $21.375 [ ] $22.00 [ ] $22.625 [ ] $23.25 [ ] $23.875
[ ] $21.50 [ ] $22.125 [ ] $22.75 [ ] $23.375 [ ] $24.00
</TABLE>
- ---------------
* Unless otherwise indicated, it will be assumed that all shares of the
specified class held by us for your account are to be tendered.
** If you do not indicate the purchase price of shares being tendered, it will
be assumed that all shares are tendered at the Dutch Auction price.
1
<PAGE> 6
ODD LOTS
[ ] By checking this box, the undersigned represents that the undersigned owned
beneficially or of record, as of the close of business on July 27, 1999,
and continues to own beneficially or of record, as of the Expiration Date,
an aggregate of fewer than 100 shares of the specified class and is
tendering all of such Shares.
------------------------
THE METHOD OF DELIVERY OF THIS INSTRUCTION FORM IS AT THE OPTION AND RISK
OF THE TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
SIGN HERE:
---------------------------------------------
---------------------------------------------
Print Name(s):
---------------------------------------------
---------------------------------------------
Address(es):
---------------------------------------------
---------------------------------------------
Telephone No. (including area code):
---------------------------------------------
Facsimile No. (including area code):
---------------------------------------------
Taxpayer Identification or Social Security
Number:
---------------------------------------------
THIS INSTRUCTION FORM MUST BE RETURNED TO THE BROKERAGE FIRM
MAINTAINING YOUR ACCOUNT.
2
<PAGE> 1
IMMEDIATE ATTENTION REQUIRED
August 6, 1999
RE: The Gartner Group, Inc. Savings and Investment Plan
Dear Plan Participant:
Our records reflect that, as a participant in the plan above (the "Plan"),
a portion of your individual account is invested in the Gartner Group Stock
Fund. Gartner Group, Inc. has initiated an offer to purchase up to 15,700,000
shares of its Common Stock.
Enclosed are tender offer materials and a Direction Form that require your
immediate attention. These materials describe an offer to purchase up to
15,700,000 shares of Gartner Group, Inc. Common Stock consisting of up to
9,600,000 shares of Class A Common Stock and up to 6,100,000 shares of Class B
Common Stock at prices not less than $21.00 nor greater than $24.00 per share.
As described below, you have the right to instruct Fidelity Management Trust
Company ("Fidelity"), as trustee of the Plan, concerning whether to tender
shares of Gartner Group, Inc. Class A Common Stock (of which the Gartner Group
Stock Fund is comprised) credited to your individual account under the Plan, and
at which price or prices.
YOU WILL NEED TO COMPLETE THE ENCLOSED DIRECTION FORM AND RETURN IT TO
FIDELITY INSTITUTIONAL RETIREMENT SERVICES COMPANY IN THE ENCLOSED RETURN
ENVELOPE SO THAT IT IS RECEIVED BY 12:00 MIDNIGHT, EASTERN TIME, ON AUGUST 20,
1999, UNLESS THE OFFER IS EXTENDED. IMPORTANT: PLEASE COMPLETE AND RETURN THE
ENCLOSED DIRECTION FORM EVEN IF YOU DECIDE NOT TO PARTICIPATE IN THE TENDER
OFFER DESCRIBED BELOW. YOU MAY ALSO INSTRUCT FIDELITY BY FACSIMILE BY FAXING
BOTH SIDES OF YOUR DIRECTION FORM TO 1-888-451-8683 (TOLL FREE).
The remainder of this letter summarizes the transaction, your rights under
the Plan and the procedures for completing the Direction Form. You should also
review the more detailed explanation provided in the other tender offer
materials including the Offer to Purchase and the related Letter of Transmittal,
enclosed with this letter.
BACKGROUND
Gartner Group, Inc. (the "Company") has made a tender offer to purchase up
to 15,700,000 shares of Gartner Group, Inc. Common Stock consisting of up to
9,600,000 shares of Class A Common Stock (the "Class A Shares") and up to
6,100,000 shares of Class B Common Stock (the "Class B Shares") at prices not
less than $21.00 nor greater than $24.00 per share. The enclosed Offer to
Purchase dated July 27, 1999 (the "Offer to Purchase"), and the related Letter
of Transmittal (together with the Offer to Purchase, the "Offer") set forth the
objectives, terms and conditions of the Offer and are being provided to all of
the Company's shareholders.
The Company's Offer to Purchase extends to the Class A Shares held by the
Plan. As of July 28, 1999, the Plan held approximately 78,900 Class A Shares.
Only Fidelity, as trustee of the Plan, can tender these Class A Shares in the
Offer. Nonetheless, as a participant under the Plan, you have the right to
direct Fidelity whether or not to tender some or all of the Class A Shares
credited to your individual account in the Plan, and at which price or prices.
Unless otherwise required by applicable law, Fidelity will tender Class A Shares
credited to participant accounts in accordance with participant instructions and
Fidelity will not tender Class A Shares credited to participant accounts for
which it does not receive timely instructions. IF YOU DO NOT COMPLETE THE
ENCLOSED DIRECTION FORM AND RETURN IT TO FIDELITY ON A TIMELY BASIS, YOU WILL BE
DEEMED TO HAVE ELECTED NOT TO PARTICIPATE IN THE OFFER AND NO CLASS A SHARES
CREDITED TO YOUR PLAN ACCOUNT WILL BE TENDERED IN THE OFFER.
The Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
and the trust agreement between the Company and Fidelity (the "trust
agreement"), prohibits the sale of Class A Shares to the Company for less than
adequate consideration, which Fidelity will determine based on the prevailing or
closing market price of the Class A Shares on or about the date the Class A
Shares are tendered by Fidelity pursuant to the Offer (the "prevailing or
closing market price"). Accordingly, depending on the closing market price of
the Class A Shares on such date, Fidelity may be unable to tender Class A Shares
at certain
<PAGE> 2
directed prices within the offered range. In such event, Fidelity will tender or
not tender Class A Shares as follows:
- If the prevailing or closing market price is greater than the price at
which a participant directed his or her Class A Shares be tendered but
within the range of tender prices offered, Fidelity will follow such
participant's directions regarding the percentage of Class A Shares to be
tendered but will increase the price at which such Class A Shares are to
be tendered to the prevailing or closing market price. This may result in
some or all of such Class A Shares not being purchased by the Company.
- If the prevailing or closing market price is greater than the maximum
tender price offered by the Company ($24.00 per Class A Share),
notwithstanding participants' directions to tender Class A Shares in the
Offer, no Class A Shares will be tendered.
- If the prevailing or closing market price is lower than the price at
which a participant directed his or her Class A Shares to be tendered,
notwithstanding the lower closing market price, Fidelity will follow such
participant's direction (or failure to direct) both as to percentage of
Class A Shares to tender and as to the price at which such Class A Shares
are tendered.
- Unless otherwise required by applicable law, Fidelity will not tender
Class A Shares for which it has received no direction, or for which it
has received a direction not to tender.
Please note that a tender of Class A Shares credited to your individual
account under the Plan can be made only by Fidelity as the holder of record. DO
NOT COMPLETE THE ENCLOSED LETTER OF TRANSMITTAL; IT IS FURNISHED TO YOU FOR YOUR
INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER DIRECTLY CLASS A SHARES
CREDITED TO YOUR INDIVIDUAL ACCOUNT UNDER THE PLAN. IF YOU WISH TO DIRECT
FIDELITY CONCERNING THE TENDER OF YOUR CLASS A SHARES IN THE PLAN, YOU MUST
COMPLETE AND RETURN THE ENCLOSED DIRECTION FORM.
FIDELITY MAKES NO RECOMMENDATION AS TO WHETHER TO DIRECT THE TENDER OF
CLASS A SHARES OR WHETHER TO REFRAIN FROM DIRECTING THE TENDER OF CLASS A
SHARES. EACH PARTICIPANT MUST MAKE HIS OR HER OWN DECISION ON THESE MATTERS.
CONFIDENTIALITY
TO ASSURE THE CONFIDENTIALITY OF YOUR DECISION, FIDELITY AND ITS AFFILIATES
OR AGENTS WILL TABULATE THE DIRECTION FORMS. NEITHER FIDELITY NOR ITS AFFILIATES
OR AGENTS WILL MAKE THE RESULTS OF YOUR INDIVIDUAL DIRECTION AVAILABLE TO THE
COMPANY.
PROCEDURE FOR DIRECTING TRUSTEE
Enclosed is a Direction Form which should be completed and returned to
Fidelity. Please note that the reverse side of the Direction Form indicates next
to your address how many Class A Shares you have in your individual account as
of July 28, 1999. However, for purposes of the final tabulation, Fidelity will
apply your instructions to the number of Class A Shares credited to your account
as of August 16, 1999, or as of a later date if the Offer is extended.
If you do not properly complete the Direction Form or do not return it by
the deadline specified, such Class A Shares will be considered NOT TENDERED.
To properly complete your Direction Form, you must do the following:
(1) On the face of the Direction Form, check Box 1 or 2. CHECK ONLY ONE
BOX:
- CHECK BOX 1 if you DO NOT want the Class A Shares credited to your
individual account tendered for sale in accordance with the terms of
the Offer and simply want the Plan to continue holding such Class A
Shares.
- CHECK BOX 2 in all other cases and complete the table immediately
below Box 2. Specify the percentage (in whole numbers) of Class A
Shares credited to your individual account that you want to tender at
each price indicated.
2
<PAGE> 3
You may direct the tender of Shares credited to your account at different
prices. To do so, you must state the percentage (in whole numbers) of
Class A Shares to be sold at each price by filling in the percentage of
such Class A Shares on the line immediately before the price. Also, you
may elect to accept the per Share Purchase Price resulting from the Dutch
Auction tender process, which will result in receiving a price per Class
A Share as low as $21.00 or as high as $24.00. Leave the line blank if
you want no Class A Shares tendered at that price. The total percentage
of Class A Shares credited to your individual account may not exceed
100%, but it may be less than 100%. If this amount is less than 100%, you
will be deemed to have instructed Fidelity NOT to tender the balance of
the Class A Shares credited to your individual account.
(2) Date and sign the Direction Form in the space provided.
(3) Return the Direction Form in the enclosed return envelope so that it is
received by Fidelity at the address on the return envelope (P.O. Box
9142, Hingham, MA 2043) not later than 12:00 Midnight, Eastern time, on
Friday, August 20, 1999, unless the Offer is extended. If you wish to
return the form by overnight mail, please send it to Fidelity's
tabulation agent, Management Information Services, at 61 Accord Park
Drive, Norwell, MA 02061. You may also instruct Fidelity by facsimile
by faxing both sides of your Direction Form to 1-888-451-8683 (toll
free).
Your direction will be deemed irrevocable unless withdrawn by 12:00
Midnight, Eastern time, on Friday, August 20, 1999, unless the Offer is
extended. In order to make an effective withdrawal, you must submit a new
Direction Form which may be obtained by calling Fidelity at 1-800-835-5087. Your
new Direction Form must include your name, address and Social Security number.
Upon receipt of a new, completed and signed Direction Form, your previous
direction will be deemed canceled. You may direct the re-tendering of any Class
A Shares credited to your individual account by obtaining an additional
Direction Form from Fidelity and repeating the previous instructions for
directing tender as set forth in this letter.
After the deadline above for returning the Direction Form to Fidelity,
Fidelity and its affiliates or agents will complete the tabulation of all
directions and Fidelity, as trustee, will tender the appropriate number of Class
A Shares, as described in the "BACKGROUND" section above. Unless the Offer is
terminated or amended in accordance with its terms, after the expiration date of
the Offer the Company will determine the per Share purchase price (not less than
$21.00 nor greater than $24.00) (the "Purchase Price"), that allows the Company
to purchase 9,600,000 Class A Shares (or such lower number of Class A Shares as
are properly tendered).
Notwithstanding the foregoing, GartnerGroup will only purchase Class A
Shares and Class B Shares in the same proportion as the ratio of the number of
Class A Shares and Class B Shares outstanding. As such, if an insufficient
number of shares of either class of stock is tendered, the number of shares of
the other class of stock purchased under the Offer will be reduced to maintain
such proportion of repurchased shares of each class. If the number of shares of
a class of stock is reduced, the price per share of such class will be
determined based on the reduced number of shares and the prices specified by
participants in the Offer.
The Company will then buy all such Class A Shares, up to 9,600,000, that
were tendered at the Purchase Price or below. All participants who tender Class
A Shares at or below the Purchase Price will receive the same per Share Purchase
Price for Class A Shares accepted for purchase. If there is an excess of Class A
Shares tendered over the exact number desired by the Company at the Purchase
Price, Class A Shares tendered pursuant to the Offer may be subject to
proration, as set forth in Section 1 of the Offer to Purchase. If you direct the
tender of any Class A Shares credited to your individual account at a price in
excess of the Purchase Price as finally determined, or in the event of
proration, those Class A Shares not purchased in the Offer will remain allocated
to your individual account under the Plan.
The preferential treatment of holders of fewer than 100 Class A Shares, as
described in Section 2 of the Offer to Purchase, will not be afforded to
participants in the Plan, regardless of the number of Class A Shares held within
their individual accounts.
3
<PAGE> 4
EFFECT OF TENDER ON YOUR ACCOUNT
As of 4:00 p.m., Eastern Time, on Monday, August 16, 1999, you will NOT be
able to make exchanges out of the Gartner Group Stock Fund (the "Stock Fund")
until all tender offer processing has been completed. Further, all
distributions, loans and withdrawals from balances in the Stock Fund in the Plan
will be frozen after that time. However, balances in the Stock Fund will be
utilized to calculate amounts eligible for distributions, loans and withdrawals
throughout the freeze. Contributions to and exchanges from other investment
options into the Stock Fund may continue throughout the tender offer and will be
unaffected by the freeze. FOR ADMINISTRATIVE PURPOSES, THE ACCOUNTS OF ALL PLAN
PARTICIPANTS WILL BE TEMPORARILY FROZEN, REGARDLESS OF WHETHER YOU ELECT TO
TENDER YOUR CLASS A SHARES, AND WILL REMAIN FROZEN UNTIL ALL TENDER OFFER
PROCESSING HAS BEEN COMPLETED. Fidelity will complete processing as soon as
administratively possible. Fidelity anticipates that the processing will be
completed five to seven business days after receipt of proceeds from the
Company.
For any Class A Shares in the Plan that are tendered and purchased by the
Company, the Company will pay cash to the Plan. INDIVIDUAL PARTICIPANTS IN THE
PLAN WILL NOT, HOWEVER, RECEIVE ANY CASH TENDER PROCEEDS DIRECTLY. ALL SUCH
PROCEEDS WILL REMAIN IN THE PLAN AND MAY BE WITHDRAWN ONLY IN ACCORDANCE WITH
THE TERMS OF THE PLAN.
Fidelity will invest proceeds received with respect to Shares credited to
your account in the Fidelity Money Market Trust: Retirement Government Money
Market Portfolio as soon as administratively possible after receipt of proceeds.
You may call Fidelity at 1-800-835-5087 after the reinvestment is complete to
learn the effect of the tender on your account or to have the proceeds from the
sale of Class A Shares which were invested in the Fidelity Money Market Trust:
Retirement Government Money Market Portfolio invested in other investment
options offered under the Plan.
SHARES OUTSIDE THE PLAN
If you hold Class A or Class B Shares directly, you will receive, under
separate cover, tender offer materials directly from the Company which can be
used to tender such Class A or Class B Shares directly to the Company. THOSE
TENDER OFFER MATERIALS MAY NOT BE USED TO DIRECT FIDELITY TO TENDER OR NOT
TENDER THE CLASS A SHARES CREDITED TO YOUR INDIVIDUAL ACCOUNT UNDER THE PLAN.
The direction to tender or not tender Class A Shares credited to your individual
account under the Plan may only be made in accordance with the procedures in
this letter. Similarly, the enclosed Direction Form may not be used to tender
non-Plan Class A or Class B Shares.
FURTHER INFORMATION
If you require additional information concerning the procedure to tender
Class A Shares credited to your individual account under the Plan, please
contact Fidelity at 1-800-835-5087. If you require additional information
concerning the terms and conditions of the Offer, please call Morrow & Co.,
Inc., the Information Agent, at 1-800-566-9061.
Sincerely,
Fidelity Management Trust Company
4
<PAGE> 5
GARTNER GROUP TENDER OFFER
TRUSTEE DIRECTION FORM
BEFORE COMPLETING THIS FORM, PLEASE READ CAREFULLY THE ACCOMPANYING OFFER TO
PURCHASE AND ALL OTHER ENCLOSED MATERIALS.
INSTRUCTIONS
CAREFULLY COMPLETE THE REVERSE SIDE OF THIS DIRECTION FORM. INSERT TODAY'S DATE
AND SIGN YOUR NAME IN THE SPACES PROVIDED. ENCLOSE THE DIRECTION FORM IN THE
INCLUDED POSTAGE PREPAID ENVELOPE AND MAIL IT PROMPTLY. YOUR DIRECTION FORM MUST
BE RECEIVED BY FIDELITY AT THE ADDRESS ON THE ENCLOSED RETURN ENVELOPE NOT LATER
THAN 12:00 MIDNIGHT, EASTERN TIME, ON AUGUST 19, 1999, UNLESS THE OFFER IS
EXTENDED. PLEASE COMPLETE AND RETURN THE DIRECTION FORM EVEN IF YOU DECIDE NOT
TO PARTICIPATE IN THE OFFER. DIRECTION FORMS THAT ARE NOT FULLY OR PROPERLY
COMPLETED, DATED, AND SIGNED, OR THAT ARE RECEIVED AFTER THE DEADLINE, WILL BE
IGNORED, AND FIDELITY WILL NOT TENDER THE SHARES CREDITED TO YOUR INDIVIDUAL
ACCOUNT UNDER THE PLAN, UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW.
FIDELITY MAKES NO RECOMMENDATION TO PARTICIPANTS AS TO WHETHER TO DIRECT THE
TENDER OF CLASS A SHARES, THE PRICE AT WHICH TO TENDER, OR TO REFRAIN FROM
DIRECTING THE TENDER OF CLASS A SHARES. EACH PARTICIPANT MUST MAKE HIS OR HER
OWN DECISION ON THESE MATTERS.
AS OF JULY 28, 1999, THE NUMBER OF CLASS A SHARES CREDITED TO YOUR
INDIVIDUAL ACCOUNT UNDER THE PLAN IS SHOWN TO THE RIGHT OF YOUR ADDRESS.
DATE________________________, 1999
----------------------------------------
YOUR SIGNATURE (PLEASE SIGN AS YOUR NAME
APPEARS AT LEFT)
<PAGE> 6
(CHECK BOX ONE OR TWO)
<TABLE>
<S> <C> <C>
[ ] 1. Please refrain from tendering and continue to HOLD all Class
A Shares credited to my individual account under the Plan.
[ ] 2. Please TENDER Class A Shares credited to my individual
account under the Plan in the percentage indicated below for
each of the prices provided. (The total of the percentages
may NOT exceed 100%, but it may be less than or equal to
100%). A blank space before a given price will be taken to
mean that no Class A Shares credited to my account are to be
tendered at that price. FILL IN THE TABLE BELOW ONLY IF YOU
HAVE CHECKED BOX 2.
</TABLE>
Percentage of Class A Shares Directed to be Tendered (The total of all
percentages must be less than or equal to 100%. If the total is less than 100%,
you will be deemed to have directed Fidelity NOT to tender the remaining
percentage.)
________ Price to be Determined by the Dutch Auction tender process,
which could be as low as $21.00 or as high as $24.00.
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
% at $21.000 % at $22.000 % at $23.000
% at $21.125 % at $22.125 % at $23.125
% at $21.250 % at $22.250 % at $23.250
% at $21.375 % at $22.375 % at $23.375
% at $21.500 % at $22.500 % at $23.500
% at $21.625 % at $22.625 % at $23.625
% at $21.750 % at $22.750 % at $23.750
% at $21.875 % at $22.875 % at $23.875
% at $24.000
</TABLE>
The undersigned hereby directs Fidelity Management Trust Company ("Fidelity"),
as Trustee of the Gartner Group, Inc. Savings and Investment Plan (the "Plan")
to tender to Gartner Group, Inc. (the "Company"), in accordance with the Offer
to Purchase, dated July 27, 1999, a copy of which I have received and read, the
indicated percentages of Class A shares of the Company's common stock, (the
"Class A Shares"), credited to my individual account under the Plan, or to hold
such Class A Shares, in either case as provided above.
<PAGE> 1
Exhibit (a)(12)
[Gartner Group Logo]
GARTNER GROUP, INC.
56 TOP GALLANT ROAD
STAMFORD, CT 06904
August 6, 1999
To Our Stockholders of Record:
You should have received materials dated July 27, 1999 describing the offer
by Gartner Group, Inc. to purchase up to 15,700,000 shares of Common Stock,
consisting of up to 9,600,000 shares of Class A Common Stock and up to 6,100,000
shares of Class B Common Stock from existing stockholders. Included in those
materials were a separate Letter of Transmittal for our Class A shares, a
separate Letter of Transmittal for our Class B shares and a Notice of Guaranteed
Delivery. Each of the Letters of Transmittal and the Notice of Guaranteed
Delivery previously sent to you contain printing errors in the sections entitled
"Selection of Purchase Price." We have enclosed two new documents, each entitled
"Letter of Transmittal Revised as of August 6, 1999" and one new document,
entitled "Notice Revised as of August 6, 1999," which correct the printing
errors.
The printing errors appear in a similar section in each document entitled
"Selection of Purchase Price." This section allows stockholders to select the
purchase price at which their shares are being tendered in increments of $0.125
( 1/8th of a dollar) not less than $21.00 nor more than $24.00 per share. Each
such document erroneously included possible prices of $21.675 (instead of the
correct price of $21.625); $22.675 (instead of $22.625); and $23.675 (instead of
$23.625). The revised documents contain the correct prices.
IF YOU HAVE NOT YET TENDERED YOUR SHARES, THEN PLEASE MAKE ALL TENDERS
USING THE REVISED MATERIALS ENCLOSED WITH THIS LETTER.
If you have already tendered your shares and you selected either the price
determined through the Dutch Auction process or a price other than $21.675,
$22.675 or $23.675, then you need not do anything further. In such event, your
tender was unambiguous and (assuming all other tender conditions were met) the
tender remains valid.
If we have received tender material from you using the earlier, erroneous
version of a Letter of Transmittal or Notice of Guaranteed Delivery (or if we
receive such materials from you after the date hereof), and you selected a price
of $21.675, $22.675 or $23.675, we will treat that selection as a choice of
$21.625, $22.625 or $23.625, respectively, unless we receive revised materials
from you prior to the Expiration Date (12:00 midnight, New York City time, on
Tuesday, August 24, 1999). You may also elect to withdraw your tender in the
manner provided in the Offer to Purchase, at any time prior to the Expiration
Date.
We appreciate your assistance and apologize for any inconvenience the
printing errors may have caused.
Sincerely,
GARTNER GROUP, INC.
Michael D. Fleisher
Executive Vice President and
Chief Financial Officer
