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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000
COMMISSION FILE NUMBER 0-14443
GARTNER GROUP, INC.
(Exact name of Registrant as specified in its charter)
Delaware 04-3099750
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
P.O. Box 10212 06904-2212
56 Top Gallant Road (Zip Code)
Stamford, CT
(Address of principal executive offices)
Registrant's telephone number, including area code: (203) 316-1111
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of Each Exchange
Title of Class On Which Registered
- -------------- ---------------------
Common Stock, Class A, $.0005 Par Value New York Stock Exchange
Common Stock, Class B, $.0005 Par Value New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None.
Indicate by check mark whether the registrant (1) has filed all reports to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. YES X NO __
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ( )
The aggregate market value of the voting stock held by persons other than those
who may be deemed affiliates of the Company, as of November 30, 2000, was
approximately $723.5 million. This calculation does not reflect a determination
that persons are affiliates for any other purposes.
The number of shares outstanding of the registrant's capital stock as of
November 30, 2000 was 53,994,898 shares of Common Stock, Class A and 32,559,916
shares of Common Stock, Class B.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Annual Report to Stockholders of Registrant for the fiscal year ended
September 30, 2000. Certain information therein is incorporated by
reference into Part II hereof.
(2) Proxy Statement for the Annual Meeting of Stockholders of Registrant to be
held on January 25, 2001. Certain information in the Proxy Statement is
incorporated by reference into Part III hereof.
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PART I
ITEM 1. BUSINESS.
GENERAL
Gartner Group, Inc. ("Gartner" or the "Company"), founded in 1979, is the
world's leading independent provider of research and analysis on the computer
hardware, software, communications and related information technology ("IT")
industries. The Company is organized into four business segments: research,
consulting, events and TechRepublic. Research encompasses products which, on an
ongoing basis, highlight industry developments, review new products and
technologies, provide quantitative market research, and analyze industry trends
within a particular technology or market sector. The Company's clients typically
enters into annual renewable subscription contracts for research products. The
Company distributes such products through print and electronic media. Consulting
consists primarily of consulting and measurement engagements, which provide
comprehensive assessments of cost performance, efficiency and quality for all
areas of IT. Events consists of various focused symposia, expositions and
conferences. TechRepublic consists of an IT professional online destination with
revenues consisting primarily of Web-based advertising. The Company's primary
clients are senior business executives, IT professionals, purchasers and vendors
of IT products and services. Gartner product and service offerings collectively
provide comprehensive coverage of the IT industry to over 10,000 client
organizations.
MARKET OVERVIEW
The explosion of complex IT products and services creates a growing demand for
independent research and analysis. Furthermore, IT is increasingly important to
organizations' business strategies as the pace of technological change has
accelerated and the ability of an organization to integrate and deploy new
information technologies is critical to its competitiveness. Companies planning
their IT needs must stay abreast of rapid technological developments and
industry best practices in a dynamic market where vendors continually introduce
new products with a wide variety of standards and ever-shorter life cycles. As a
result, senior business executives and IT professionals are making substantial
financial commitments to IT systems and products and require independent,
third-party research and consultative services which provide a comprehensive
view of the IT landscape in order to make purchasing and planning decisions for
their organization.
BUSINESS STRATEGY
The Company's objective is to maintain and enhance its market position as a
leading provider of in-depth, value-added, proprietary research and analysis of
the IT market. The Company applies five strategic imperatives to leverage its
thought leadership through both a services organization and an interactive
channel in order to maximize opportunity and financial results: deliver
cutting-edge provocative thought leadership in its research; dramatically grow
the Company's consulting business; enhance the Company's Internet-delivery
capabilities; attract and retain the best personnel; and increase client
loyalty.
Deliver Thought Leadership. The Company is a leading provider of in-depth,
value-added, proprietary research and analysis of the IT industry. The Company's
global network of professionals is comprised or more than 1,400 consultants and
research analysts with an average of fifteen years of industry experience. The
Company maintains five primary research centers located in Stamford, CT; Santa
Clara, CA; Windsor, England; Brisbane, Australia; and Tokyo, Japan, plus a
number of smaller, satellite research centers throughout the world.
Grow the Consulting Business. The Company continues to invest in and grow its
consulting business to further leverage its knowledge base. There is a
significant demand within the Company's current client base for the Company to
apply its knowledge and message to client-specific situations and industries.
The Company intends to continue to leverage its research knowledge to provide
cost-effective solutions and to staff appropriately to deliver on the expanding
consulting business.
Enhance Internet-Delivery Capabilities. The Company is significantly investing
in re-architecting the Company's Internet-delivery capability. The Company is on
its third-generation Web platform, and has been a leader in using the Internet
to deliver research to its clients. In order to capture the full potential of
the Internet as an interactive delivery vehicle, the Company is redesigning its
research process to deliver into an Internet paradigm with launch anticipated in
the first quarter of fiscal 2001. The Company is expanding its research
capability to include tools and a Web-based interaction for research and inquiry
that is continuously refreshed within a dynamic Internet environment.
Additionally, the Company will continue to invest in TechRepublic, the leading
online destination for enterprise computing professionals, to ensure the
continued growth of the TechRepublic community and the Company's ability to
monetize the community through advertising and e-commerce.
Retain and Attract the Best Personnel. The Company has over 4,300 associates,
an increase of approximately 27% from the prior year. The Company's goal is to
provide an environment where every associate is respected, challenged, and
empowered to make decisions and act in the best interest of the Company and its
clients. The Company believes that creating a positive, stimulating work
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environment will attract new employees and increase retention.
Increase Client Loyalty. The Company provides products and services to more
than 10,000 client organizations. The Company strives to have an intimate
knowledge of its clients and their industries in addition to the technological
expertise needed to redefine and transform their businesses. The Company's goal
is to rapidly deliver strategically relevant research and analysis that
surpasses client requirements and encourages a high level of satisfaction that,
in turn, results in increased client engagements and renewals, multi-year
contracts, additive services across business segments, and new client referrals.
The Company believes that successful execution of these strategies will enable
the Company to expand its client base in domestic and international markets and
create value-based relationships that lead to increased sales of its products
and services.
PRODUCTS AND SERVICES
The Company's principal products and services are Research, Consulting, Events,
and Internet (TechRepublic, the Company's online community for IT
professionals).
Research. Research consists primarily of annually renewable subscription-based
contracts for research products which, on an ongoing basis, highlight industry
developments, review new products and technologies, provide quantitative market
research, analyze industry trends within a particular technology or market
sector and provide comparative analysis of the IT operations of organizations.
Research provides qualitative and quantitative research and analysis that
clarifies decision-making for IT buyers, users and vendors. Research and
advisory services also provide objective analysis that helps clients stay ahead
of IT trends, directions and vendor strategies and provide worldwide coverage of
research, statistical analysis, growth projections and market share rankings of
suppliers and vendors to IT manufacturers and the financial community. Each
product is supported by a team of research staff members with substantial
experience in the covered segment or topic of the IT industry. The Company's
staff researches and prepares published reports and responds to telephone and
E-mail inquiries from clients. Clients receive Gartner research and analysis on
paper and through a number of electronic delivery formats.
The Company measures the volume of its research business based on research
contract value. The Company calculates research contract value as the annualized
value of all subscription-based research contracts in effect at a given point in
time, without regard to the duration of the contracts outstanding at such time.
Historically, the Company has experienced that a substantial portion of client
companies has renewed these services for an equal or higher level of total
payments each year.
Deferred revenues, as presented in the Company's Consolidated Balance Sheets,
represent unamortized revenues from billed research products, consulting
engagements and events. Total deferred revenues do not directly correlate to
contract value as of the same date since contract value represents an annualized
value of all outstanding contracts without regard to the duration of such
contracts, and deferred revenue represents unamortized revenue remaining on
outstanding and billed contracts.
Consulting. Consulting consists of consulting and measurement engagements.
Consulting provides customized project consulting on the delivery, deployment
and management of high-tech products and services. Principal consulting service
offerings include Marketing Strategy, Competitive Analysis, E-Business Strategy,
Customer Satisfaction Surveys, and E-Business Web Diagnostic. Measurement
services provide benchmarking, continuous improvement and best practices
services. One of the Company's key measurements of its Consulting products is
consulting backlog. Consulting backlog represents future revenue to be derived
from in-process consulting and measurement engagements.
Events. Events include symposia, conferences and exhibitions that provide
comprehensive coverage of IT issues and forecasts of key IT industry segments.
The conference season begins each year with Symposia and ITxpo, held in the
United States, Europe and the Asia/Pacific rim. Additionally, the Company
sponsors other conferences, seminars and briefings. Certain events are offered
as part of a continuous services subscription; however, the majority of events
are individually paid for prior to attendance.
Internet. TechRepublic is an online destination developed exclusively for IT
professionals by IT professionals and provides career insight, community
interaction, and customized content to CIOs, IT managers, network
administrators, support professionals, and other enterprise computing
professionals. The TechRepublic Web site offerings include IT industry news,
newsletters, analysis, columns, articles, downloads, forums, event listings and
job, peer and vendor directories. TechRepublic revenues are derived primarily
from the sale of advertising on pages and are recognized upon delivery to users
of the TechRepublic Web site.
See Note 16 of the Notes to Consolidated Financial Statements included in the
2000 Annual Report to Stockholders, incorporated by reference herein, for a
summary of the Company's operating segments and geographic information.
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COMPETITION
The Company believes that the principal competitive factors in its industry are
quality of research and analysis, timely delivery of information, customer
service, the ability to offer products that meet changing market needs for
information and analysis and price. The Company believes it competes favorably
with respect to each of these factors.
The Company faces competition from a significant number of independent
providers of information products and services, as well as the internal
marketing and planning organizations of the Company's clients. The Company also
competes indirectly against consulting firms and other information providers,
including electronic and print media companies. These indirect competitors
could choose to compete directly with the Company in the future. In addition,
limited barriers to entry exist in the Company's market. As a result,
additional new competitors may emerge and existing competitors may start to
provide additional or complementary services. Increased competition may result
in loss of market share, diminished value in the Company's products and
services, reduced pricing and increased marketing expenditures. The Company may
not be successful if it cannot compete effectively on quality of research and
analysis, timely delivery of information, customer service, the ability to
offer products to meet changing market needs for information and analysis, and
price.
EMPLOYEES
As of September 30, 2000, the Company employed 4,322 persons, of which 1,032
employees are located at the Company's headquarters in Stamford, CT; 1,880 are
located at other domestic facilities; and 1,410 are located outside of the
United States. None of the Company's employees are represented by a collective
bargaining arrangement. The Company has experienced no work stoppages and
considers its relations with employees to be favorable.
The Company's future success depends heavily upon the quality of its senior
management, sales personnel, IT analysts, consultants and other key personnel.
The Company faces intense competition for these qualified professionals from,
among others, technology and Internet companies, market research firms,
consulting firms and electronic and print media companies. Some of the
personnel that the Company attempts to hire are subject to non-competition
agreements that could impede the Company's short-term recruitment efforts. Any
failure to retain key personnel or hire additional qualified personnel as may
be required to support the evolving needs of clients or growth in the Company's
business could adversely affect the quality of the Company's products and
services, and, therefore, its future business and operating results.
ITEM 2. PROPERTIES.
The Company's headquarters are located in approximately 244,000 square feet of
leased office space in five buildings located in Stamford, CT. These facilities
accommodate research and analysis, marketing, sales, client support, production
and corporate administration. The leases on these facilities expire in 2010. The
Company also leases office space in 40 domestic and 40 international locations
to support its research and analysis, domestic and international sales efforts
and other functions. The Company believes its existing facilities and expansion
options are adequate for its current needs and that additional facilities are
available for lease to meet future needs.
ITEM 3. LEGAL PROCEEDINGS.
The Company is involved in legal proceedings and litigation arising in the
ordinary course of business. The Company believes the outcome of all current
proceedings, claims and litigation will not have a material effect on the
Company's financial position or results of operations when resolved in a future
period.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted to a vote of the Company's stockholders during the
fourth quarter of the fiscal year covered by this report.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
As of November 30, 2000, there were approximately 250 holders of record of the
Company's Class A Common Stock and approximately 4,300 holders of record of
the Company's Class B Common Stock. Since September 15, 1998, the Company's
Class A Common Stock has been listed for trading on the New York Stock Exchange
under the symbol "IT". Prior to September 15, 1998, the
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Class A Common Stock was listed on the Nasdaq National Market. Since July 20,
1999, the Company's Class B Common Stock has been listed for trading on the New
York Stock Exchange under the symbol "IT/B". The Class B Common Stock is
identical in all respects to the Class A Common Stock, except that the Class B
Common Stock is entitled to elect at least 80% of the members of the Company's
Board of Directors. In connection with the Company's recapitalization in July
1999, the Company declared a special, non-recurring cash dividend of $1.1945 per
share, payable to all Company stockholders of record as of July 16, 1999. The
cash dividend, totaling approximately $125.0 million, was paid on July 22, 1999
and was funded out of existing cash. While subject to periodic review, the
current policy of the Company's Board of Directors is to retain all earnings
primarily to provide funds for the continued growth of the Company.
The following table sets forth for the periods indicated the high and low sales
prices for the Class A Common Stock and Class B Common Stock as reported on the
New York Stock Exchange.
CLASS A COMMON STOCK
FISCAL YEAR 2000 FISCAL YEAR 1999
----------------- -----------------
HIGH LOW HIGH LOW
---- --- ---- ---
First Quarter ended December 31 $19.00 $ 9.56 $24.81 $17.31
Second Quarter ended March 31 $22.25 $12.63 $25.75 $20.38
Third Quarter ended June 30 $17.00 $11.38 $24.94 $18.75
Fourth Quarter ended September 30 $15.25 $11.63 $23.38 $14.25
CLASS B COMMON STOCK
FISCAL YEAR 2000 FISCAL YEAR 1999
----------------- -----------------
HIGH LOW HIGH LOW
---- --- ---- ---
First Quarter ended December 31 $18.75 $ 9.38 -- --
Second Quarter ended March 31 $17.63 $10.00 -- --
Third Quarter ended June 30 $13.25 $ 9.19 -- --
Fourth Quarter ended September 30 $13.06 $ 9.75 $23.81 $16.25
ITEM 6. SELECTED FINANCIAL DATA.
"Selected Consolidated Financial Data" contained on pages 56 and 57 of the
Annual Report of Stockholders of the Company is incorporated herein by
reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" contained on pages 28 through 35 of the 2000 Annual Report to
Stockholders of the Company is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
"Quantitative and Qualitative Disclosures about Market Risk" contained on page
35 of the 2000 Annual Report to Stockholders of the Company is incorporated
herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
"Consolidated Financial Statements and Selected Consolidated Financial Data"
contained on pages 36 through 55 of the 2000 Annual Report to Stockholders of
the Company is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information relating to the directors of the Company is set forth under the
caption "Proposal One: Election of Directors" on pages 3 through 6 in the Proxy
Statement for the Annual Meeting of Stockholders of the Company to be held
January 25, 2001 and is incorporated herein by reference. Information relating
to executive officers of the Company is set forth under the caption "Executive
Officers" on page 7 of the Proxy Statement for the Annual Meeting of
Stockholders of the Company to be held January 25, 2001 and is incorporated
herein by reference. Information relating to Section 16(a) of the Exchange Act
is set forth under the caption "Section 16(a) Beneficial Ownership Reporting
Compliance" on page 20 of the Proxy Statement for the Annual Meeting of
Stockholders of the Company to be held January 25, 2001 and is incorporated
herein by reference.
ITEM 11. EXECUTIVE COMPENSATION.
Information relating to Executive Compensation is set forth under the caption
"Executive Compensation" on pages 9 through 17 of the Proxy Statement for the
Annual Meeting of Stockholders of the Company to be held January 25, 2001 and
is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information relating to Security Ownership of Certain Beneficial Owners and
Management is set forth under the caption "Security Ownership of Certain
Beneficial Owners and Management" on pages 20 and 21 of the Company's Proxy
Statement for the Annual Meeting of Stockholders of the Company to be held
January 25, 2001 and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information relating to Certain Relationships and Related Transactions is set
forth under the caption "Certain Relationships and Transactions" of the Proxy
Statement for the Annual Meeting of Stockholders of the Company to be held
January 25, 2001 on pages 21 and 22 and is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) 1. Financial Statements
The following consolidated financial statements are incorporated
herein by reference to the 2000 Annual Report to Stockholders of the Company in
response to Item 8 thereof:
(i) Independent Auditors' Report;
(ii) Consolidated Balance Sheets as of September 30, 2000 and 1999;
(iii) Consolidated Statements of Operations for Fiscal Years Ended
September 30, 2000, 1999 and 1998;
(iv) Consolidated Statements of Changes in Stockholders' Equity for
Fiscal Years Ended September 30, 2000, 1999 and 1998;
(v) Consolidated Statements of Cash Flows for Fiscal Years Ended
September 30, 2000, 1999 and 1998;
(vi) Notes to Consolidated Financial Statements.
2. Financial Statement Schedule
II. Valuation and qualifying accounts
Schedules not listed above have been omitted because the information
required is not applicable or is shown in the financial statements or
notes thereto.
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3. Exhibits
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- --------------------------------------------------------------------------------
3.1a Amended and Restated Certificate of Incorporation
3.1b(6) Certificate of Designation, Preferences and Rights of Series A
Junior Participating Preferred Stock and Series B Junior
Participating Preferred Stock of the Company, effective March 1,
2000
3.2 Amended Bylaws, as amended through April 14, 2000
4.1(1) Form of Certificate for Common Stock, Class A
4.2(4) Form of Certificate for Common Stock, Class B
4.3(6) Rights Agreement, dated as of February 10, 2000, between the
Company and Bank Boston N.A., as Rights Agent, with related
exhibits
4.4a(8) Credit Agreement dated July 16, 1999 by and among the Company and
certain financial institutions, including Chase Manhattan Bank in
its capacity as a lender and as agent for the lenders
4.4b(9) Amendment No. 1, dated as of February 25, 2000 in respect of the
Credit Agreement dated as of July 16, 1999
10.1(1) Form of Indemnification Agreement
10.2a(10) Securities Purchase Agreement dated as of March 21, 2000 between
Gartner Group, Inc., Silver Lake Partners, L.P., Silver Lake
Technology Investors, L.L.C. and other parties thereto.
10.2b(10) Amendment to the Securities Purchase Agreement dated as of April
17, 2000 between Gartner Group, Inc., Silver Lake Partners, L.P.,
Silver Lake Technology Investors, L.L.C. and the other parties
thereto.
10.2c(10) Form of 6% Convertible Junior Subordinated Promissory Note due
April 17, 2005
10.2d(10) Securityholders Agreement dated as of April 17, 2000 among
Gartner Group, Inc., Silver Lake Partners, L.P. and the other
parties thereto.
10.3(1) Amended and Restated Registration Rights Agreement dated March
19, 1993 among the Company, Dun & Bradstreet Corporation and D&B
Enterprises, Inc.
10.4a(2) Lease dated December 29, 1994 between Soundview Farms and the
Company related to premises at 56 Top Gallant Road, 70 Gatehouse
Road, and 88 Gatehouse Road, Stamford, Connecticut
10.4b(5) Lease dated May 16, 1997 by and between Soundview Farms and the
Company related to premises at 56 Top Gallant Road, 70 Gatehouse
Road, 88 Gatehouse Road and 10 Signal Road, Stamford, Connecticut
(amendment to lease dated December 29, 1994, see exhibit 10.4a)
10.5(1)* Long Term Incentive Plan (Tenure Plan), including form of
Employee Stock Purchase Agreement
10.6(5)* 1991 Stock Option Plan, as amended and restated on October 12,
1999
10.7* 1993 Director Stock Option Plan as amended and restated on April
14, 2000
10.8(1)* Employee Stock Purchase Plan
10.9(5)* 1994 Long Term Stock Option Plan, as amended and restated on
October 12, 1999
10.10(1) Commitment Letter dated July 16, 1993 from The Bank of New York
10.11(1) Indemnification Agreement dated April 16, 1993 by and among the
Company, Cognizant (as successor to the Dun & Bradstreet
Corporation) and the Information Partners Capital Fund
10.12(5)* 1998 Long Term Stock Option Plan, as amended and restated on
October 12, 1999
10.13(3) Commitment Letter dated September 30, 1996 from Chase Manhattan
Bank
10.14(5)* 1996 Long Term Stock Option Plan, as amended and restated on
October 12, 1999
10.15(5)* Employment Agreement between Manuel A. Fernandez and Gartner
Group, Inc. as of November 12, 1998
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10.15* Addendum No. 1 to Employment Agreement between Manual A.
Fernandez and Gartner Group, Inc. as of April 14, 2000.
10.16(9)* Employment Agreement between Michael D. Fleisher and Gartner
Group, Inc. as of November 1, 1999.
10.17* Employment Agreement between Regina M. Paolillo and Gartner
Group, Inc. as of July 1, 2000.
10.18(6)* Employment Agreement between William R. McDermott and Gartner
Group, Inc. dated as of August 7, 2000
10.19* Employment Agreement between Robert E. Knapp and Gartner
Group, Inc. dated as of August 7, 2000
13.1 Annual report to stockholders
21.1 Subsidiaries of Registrant
23.1 Independent Auditors' Report on Financial Statement Schedule
23.2 Independent Auditors' Consent
24.1 Power of Attorney (see Signature Page)
27.1 Financial Data Schedules
* Management compensation plan or arrangement.
-----------------
(1) Incorporated by reference from the Company's Registration Statement
on Form S-1 (File No. 33-67576), as amended, effective October 4,
1993.
(2) Incorporated by reference from the Company's Annual Report on Form
10-K as filed on December 21, 1995.
(3) Incorporated by reference from the Company's Annual Report on Form
10-K as filed on December 17, 1996.
(4) Incorporated by reference from the Company's Registration Statement
on Form 8-A as filed on July 7, 1999.
(5) Incorporated by reference from the Company's Annual Report on Form
10-K filed on December 22, 1999.
(6) Incorporated by reference from the Company's Quarterly Report on Form
10-Q as filed on August 14, 2000.
(7) Incorporated by reference from the Company's Form 8-K dated February
9, 2000 as filed on March 7, 2000.
(8) Incorporated by reference from the Company's Tender Offer Statement
on Schedule 13E-4 as filed on July 27, 1999.
(9) Incorporated by reference from the Company's Quarterly Report on Form
10-Q as filed on May 12, 2000.
(10) Incorporated by reference from the Company's Form 8-K dated April 17,
2000 as filed on April 25, 2000.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the fiscal quarter
ended September 30, 2000.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, on December 29, 2000.
GARTNER GROUP, INC.
By: /s/ MICHAEL D. FLEISHER
-------------------------------
Michael D. Fleisher
Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Michael D.
Fleisher and Regina M. Paolillo and each of them acting individually, as his or
her attorney-in-fact, each with full power of substitution, for him or her in
any and all capacities, to sign any and all amendments to this Report on Form
10-K, and to file the same, with appropriate exhibits and other related
documents, with the Securities and Exchange Commission. Each of the undersigned
ratifies and confirms his or her signatures as they may be signed by his or her
attorney to any and all amendments to said Report.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated:
NAME TITLE DATE
/s/ MICHAEL D. FLEISHER Director and Chief Executive Officer December 29, 2000
- ----------------------- (Principal Executive Officer)
Michael D. Fleisher
/s/ REGINA M. PAOLILLO Executive Vice President, Corporate December 29, 2000
- ---------------------- Services and Chief Financial Officer
Regina M. Paolillo (Principal Financial and Accounting Officer)
/s/ MANUEL A. FERNANDEZ Director, Chairman of the Board December 29, 2000
- -----------------------
Manuel A. Fernandez
/s/ ANNE SUTHERLAND FUCHS Director December 29, 2000
- -------------------------
Anne Sutherland Fuchs
/s/ WILLIAM O. GRABE Director December 29, 2000
- --------------------
William O. Grabe
/s/ MAX D. HOPPER Director December 29, 2000
- -------------------------
Max D. Hopper
/s/ GLENN H. HUTCHINS Director December 29, 2000
- -------------------------
Glenn H. Hutchins
/s/ ROGER B. McNAMEE Director December 29, 2000
- -------------------------
Roger B. McNamee
/s/ STEPHEN G. PAGLIUCA Director December 29, 2000
- -------------------------
Stephen G. Pagliuca
/s/ KENNETH ROMAN Director December 29, 2000
- -------------------------
Kenneth Roman
/s/ DENNIS G. SISCO Director December 29, 2000
- -------------------------
Dennis G. Sisco
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GARTNER GROUP, INC.
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
(all amounts in thousands)
Additions Additions
Balance at Charged to Charged to Deductions Deductions
Beginning Costs and Other from for Sale of Balance at
of Year Expenses Accounts(1) Reserve(2) Business End of Year
-----------------------------------------------------------------------------------------------------
YEAR ENDED
SEPTEMBER 30, 1998
Allowance for
doubtful accounts
and returns and
allowances.......... $5,340 $4,051 $ - $3,564 $1,702 $4,125
-----------------------------------------------------------------------------------------------------
YEAR ENDED
SEPTEMBER 30, 1999
Allowance for
doubtful accounts
and returns and
allowances.......... $4,125 $5,128 $274 $4,589 $ - $4,938
-----------------------------------------------------------------------------------------------------
YEAR ENDED
SEPTEMBER 30, 2000
Allowance for
doubtful accounts
and returns and
allowances.......... $4,938 $4,256 $ 46 $4,236 $ - $5,004
-----------------------------------------------------------------------------------------------------
(1) Allowances of $46 and $274 recorded upon acquisitions of entities in years
ended September 30, 2000 and 1999, respectively.
(2) Amounts written off.
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- --------------------------------------------------------------------------------
3.1a Amended and Restated Certificate of Incorporation
3.1b(6) Certificate of Designation, Preferences and Rights of Series A
Junior Participating Preferred Stock and Series B Junior
Participating Preferred Stock of the Company, effective March 1,
2000
3.2 Amended Bylaws, as amended through April 14, 2000
4.1(1) Form of Certificate for Common Stock, Class A
4.2(4) Form of Certificate for Common Stock, Class B
4.3(6) Rights Agreement, dated as of February 10, 2000, between the
Company and Bank Boston N.A., as Rights Agent, with related
exhibits
4.4a(8) Credit Agreement dated July 16, 1999 by and among the Company and
certain financial institutions, including Chase Manhattan Bank in
its capacity as a lender and as agent for the lenders
4.4b(9) Amendment No. 1, dated as of February 25, 2000 in respect of the
Credit Agreement dated as of July 16, 1999
10.1(1) Form of Indemnification Agreement
10.2a(10) Securities Purchase Agreement dated as of March 21, 2000 between
Gartner Group, Inc., Silver Lake Partners, L.P., Silver Lake
Technology Investors, L.L.C. and other parties thereto.
10.2b(10) Amendment to the Securities Purchase Agreement dated as of April
17, 2000 between Gartner Group, Inc., Silver Lake Partners, L.P.,
Silver Lake Technology Investors, L.L.C. and the other parties
thereto.
10.2c(10) Form of 6% Convertible Junior Subordinated Promissory Note due
April 17, 2005
10.2d(10) Securityholders Agreement dated as of April 17, 2000 among
Gartner Group, Inc., Silver Lake Partners, L.P. and the other
parties thereto.
10.3(1) Amended and Restated Registration Rights Agreement dated March
19, 1993 among the Company, Dun & Bradstreet Corporation and D&B
Enterprises, Inc.
10.4a(2) Lease dated December 29, 1994 between Soundview Farms and the
Company related to premises at 56 Top Gallant Road, 70 Gatehouse
Road, and 88 Gatehouse Road, Stamford, Connecticut
10.4b(5) Lease dated May 16, 1997 by and between Soundview Farms and the
Company related to premises at 56 Top Gallant Road, 70 Gatehouse
Road, 88 Gatehouse Road and 10 Signal Road, Stamford, Connecticut
(amendment to lease dated December 29, 1994, see exhibit 10.4a)
10.5(1)* Long Term Incentive Plan (Tenure Plan), including form of
Employee Stock Purchase Agreement
10.6(5)* 1991 Stock Option Plan, as amended and restated on October 12,
1999
10.7* 1993 Director Stock Option Plan as amended and restated on April
14, 2000
10.8(1)* Employee Stock Purchase Plan
10.9(5)* 1994 Long Term Stock Option Plan, as amended and restated on
October 12, 1999
10.10(1) Commitment Letter dated July 16, 1993 from The Bank of New York
10.11(1) Indemnification Agreement dated April 16, 1993 by and among the
Company, Cognizant (as successor to the Dun & Bradstreet
Corporation) and the Information Partners Capital Fund
10.12(5)* 1998 Long Term Stock Option Plan, as amended and restated on
October 12, 1999
10.13(3) Commitment Letter dated September 30, 1996 from Chase Manhattan
Bank
10.14(5)* 1996 Long Term Stock Option Plan, as amended and restated on
October 12, 1999
10.15(5)* Employment Agreement between Manuel A. Fernandez and Gartner
Group, Inc. as of November 12, 1998
12
10.15* Addendum No. 1 to Employment Agreement between Manual A.
Fernandez and Gartner Group, Inc. as of April 14, 2000.
10.16(9)* Employment Agreement between Michael D. Fleisher and Gartner
Group, Inc. as of November 1, 1999.
10.17* Employment Agreement between Regina M. Paolillo and Gartner
Group, Inc. as of July 1, 2000.
10.18(6)* Employment Agreement between William R. McDermott and Gartner
Group, Inc. dated as of August 7, 2000
10.19* Employment Agreement between Robert E. Knapp and Gartner
Group, Inc. dated as of August 7, 2000
13.1 Annual report to stockholders
21.1 Subsidiaries of Registrant
23.1 Independent Auditors' Report on Financial Statement Schedule
23.2 Independent Auditors' Consent
24.1 Power of Attorney (see Signature Page)
27.1 Financial Data Schedules
* Management compensation plan or arrangement.
-----------------
(1) Incorporated by reference from the Company's Registration Statement
on Form S-1 (File No. 33-67576), as amended, effective October 4,
1993.
(2) Incorporated by reference from the Company's Annual Report on Form
10-K as filed on December 21, 1995.
(3) Incorporated by reference from the Company's Annual Report on Form
10-K as filed on December 17, 1996.
(4) Incorporated by reference from the Company's Registration Statement
on Form 8-A as filed on July 7, 1999.
(5) Incorporated by reference from the Company's Annual Report on Form
10-K filed on December 22, 1999.
(6) Incorporated by reference from the Company's Quarterly Report on Form
10-Q as filed on August 14, 2000.
(7) Incorporated by reference from the Company's Form 8-K dated February
9, 2000 as filed on March 7, 2000.
(8) Incorporated by reference from the Company's Tender Offer Statement
on Schedule 13E-4 as filed on July 27, 1999.
(9) Incorporated by reference from the Company's Quarterly Report on Form
10-Q as filed on May 12, 2000.
(10) Incorporated by reference from the Company's Form 8-K dated April 17,
2000 as filed on April 25, 2000.