Back to GetFilings.com
1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
[X] THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934.
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 0-015144
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) 964-0096
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of Each Exchange
Title of Each Class on Which Registered
Common Stock, Class A, $.0005 Par Value Nasdaq
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, 1996, was
approximately $1.6 billion. Shares of Common Stock held by each executive
officer and director and by each person who owns 5% or more of the outstanding
Common Stock have been excluded in that such persons may under certain
circumstances be deemed to be affiliates. This determination of executive
officer or affiliate status is not necessarily a conclusive determination for
other purposes.
The number of shares outstanding of the Registrant's capital stock as of
November 30, 1996 was 91,581,031 shares of Common Stock, Class A and 1,600,000
shares of Common Stock, Class B.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Proxy Statement for the Annual Meeting of Stockholders of Registrant to be
held on January 23, 1997. Certain information therein is incorporated by
reference into Part III hereof.
2
PART I
ITEM 1. BUSINESS
GENERAL
Gartner Group, Inc. ("Gartner Group" or the "Company"), founded in 1979, is the
leading independent provider of research and analysis on the computer hardware,
software, communications and related information technology ("IT") industries.
The Company's core business is researching and analyzing significant IT industry
trends and developments, packaging such analysis into annually renewable
subscription-based products and distributing such products through print and
electronic media. The Company's primary clients are business professional users,
purchasers and vendors of IT products and services. With more then 500 sales
professionals in 72 locations, Gartner Group product offerings collectively
provide comprehensive coverage of the IT industry to nearly 7,500 client
organizations.
The Company's business is also comprised of the following entities: Dataquest, a
provider of IT market research and consulting; Real Decisions, a provider of
benchmarking, continuous improvement and best practices services; and Gartner
Group Learning, a developer and publisher of more than 300 software education
training products and services for computer desktop and technical applications
professionals.
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 in a
dynamic market where vendors continually introduce new products with a wide
variety of standards and ever-shorter life cycles. As a result, IT professionals
are making substantial financial commitments to IT systems and products and
require independent, third-party research 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
global leader providing in-depth, value-added, proprietary research and analysis
of the IT industry. The Company has adopted the following strategies to maintain
its market position and expand its core business:
Focus on the IT Professional. The Company targets as its clients corporate
entities and other large users and vendors of information technologies. Users of
Gartner Group's products and services include senior decision makers such as
chief executive, chief financial and chief information officers, purchasing and
data processing managers as well as desktop end-users. Vendors use market
research data in order to evaluate competitive products and market
opportunities.
Maintain Research and Analysis Excellence. Gartner Group's global network of
research analysts is comprised of more than 400 IT professionals averaging 10 to
15 years of industry experience. Clients rely on Gartner Group's proven research
methodology to ensure consistent and comprehensive analysis in all areas of IT.
The Company maintains five primary research centers in the following locations:
Stamford, CT; San Jose, CA; Egham, England; Brisbane, Australia; and Tokyo,
Japan and a number of smaller, local research centers throughout the world.
New Product Development and Acquisitions. The Company has introduced 61 new
continuous service products since fiscal 1991 and actively reviews new product
ideas through a multi-functional product strategy committee. Recent investments
and acquisitions include: Productivity Management Group (8/96), a consulting
firm that complements the Company's benchmarking business with project
management; CJ Singer (7/96), a research and consulting firm focused on IT
trends, strategies and solutions in the healthcare industry; Gartner Group
Learning, created from the acquisitions of Relational Courseware (9/96), J3
Learning, Inc. ("J3") (7/96) and Mindware Technologies (7/96), a publisher of
software education and training products for computer desktop and technical
applications professionals; Dataquest, Inc. (12/95), a provider of market
research and forecasting data; and Nomos Ricerca (11/95), an Italian-based
consulting services firm.
Increase Market Penetration. The Company has made substantial investments in the
development of new markets by establishing a global network of direct sales
personnel, independent sales representatives, distributors and joint venture
partners. This initiative is on-going and will continue to evolve with the
expansion of the Company's product and service offerings and delivery options.
Interactive delivery initiatives include the Internet Learning Center,
@vantage(TM) on the World Wide Web, GartnerWeb(TM), Dataquest Interactive, @xpo
and GG IntraWeb.
2
3
The Company believes that successful execution of these strategies will enable
the Company to expand its client base in domestic and international markets and
to penetrate its client base more effectively through a broader range of product
offerings.
PRODUCTS AND SERVICES
Continuous Services
The Company's principal products are annually renewable subscription services,
called continuous services, which highlight industry developments, review new
products and technologies and analyze industry trends within a particular
technology or market sector. The Company currently offers over 80 principal
continuous services products. Each service 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
Group research and analysis on paper and through state-of-the-art delivery
mechanisms such as CD-ROM, Lotus Notes(TM), GartnerWeb(TM), and @vantage(TM).
The Company provides a number of other complementary products and services
including:
Consulting Services. Gartner Group consulting services provide customized
project consulting on IT deployment issues. Principal practices of
consulting services include Technical Architecture, Outsourcing Decision
Support, Evolving High Technology Areas, Retainer Consulting Services and
Vendor Consulting.
Events. Industry conferences and events provide comprehensive coverage of
IT issues and forecasts of key IT industry segments. The conference season
begins each year with Symposia, held in the United States, Europe and the
Asia/Pacific rim. These events are held in conjunction with ITxpo(TM), a
high technology learning lab. 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.
Technology-based Training. Gartner Group Learning publishes software
education training products for computer desktop and technical applications
professionals. With more than 300 existing titles, the Company will focus
on the addition of training titles in the next few years by investing
significantly in product development and strategic alliances with IT
vendors.
The Company measures its continuous service business based on contract value.
The Company calculates contract value as the annualized subscription fees under
all continuous service 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 have
renewed subscriptions for an equal or higher level of total subscription
services each year, and annual continuous services revenues in any fiscal year
have closely correlated to contract value at the beginning of the fiscal year.
As of September 30, 1996, approximately 85 percent of the Company's clients have
renewed one or more subscriptions in the last twelve months. However, this
renewal rate is not necessarily indicative of the rate of retention of the
Company's revenue base, and contract value at any time may not be indicative of
future continuous services revenues or cash flows if the rate of renewal of
continuous services contracts or the timing of new business were to
significantly change during the following twelve months compared to historic
patterns. Deferred revenues, as presented in the Company's balance sheet,
represent unamortized revenues from continuous services contracts at the balance
sheet date plus unamortized revenues of certain other products and noncontinuous
services. Therefore, deferred revenues do not directly correlate to contract
value as of the same date because the annualized calculation is made without
regard to the duration of the contracts outstanding at such time, and contract
value is limited to continuous service contracts.
There can be no assurance that the Company will be able to sustain such high
renewal rates. Any deterioration in the Company's ability to generate
significant new business would impact future growth in the Company's business.
Moreover, a significant portion of the Company's new business in any given year
has historically been generated in the last portion of the year. Accordingly,
any such situation might not be apparent until late in the Company's fiscal
year.
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.
3
4
The Company experiences competition in the market for information products and
services from other independent providers of similar services as well as the
internal marketing and planning organizations of the Company's clients. The
Company also competes indirectly against other information technology providers,
including electronic and print media companies and consulting firms. The
Company's indirect competitors, many of whom have substantially greater
financial, information gathering and marketing resources than the Company, could
choose to compete directly against the Company in the future. In addition,
although the Company believes that it has established a significant market
presence, there are few barriers to entry into the Company's market and new
competitors could readily seek to compete against the Company in one or more
market segments addressed by the Company's continuous service products.
Increased competition, direct and indirect, could adversely affect the Company's
operating results through pricing pressure and loss of market share. There can
be no assurance that the Company will be able to continue to provide the
products and services that meet client needs as the IT market rapidly evolves,
or that the Company can otherwise continue to compete successfully.
The Company has expanded its presence in the technology-based training industry
with the acquisition of J3. The success of the Company in the technology-based
training industry will depend on its ability to compete with other
technology-based training vendors and other vendors of IT products and services
including a range of education and training specialists, hardware and system
manufacturers, software vendors, system integrators, dealers, value-added
resellers and network/communications vendors. There can be no assurance that the
Company will be able to provide products that compare favorably with new
competitive products or that competitive pressures will not require the Company
to reduce prices. Future success will also depend on the Company's ability to
develop new training products that are released timely with the introductions of
the underlying software products.
EMPLOYEES
As of September 30, 1996, the Company employed 2,129 persons. Of the 2,129
employees, 801 are located at the Company's headquarters in Stamford, CT area,
783 are located at other domestic facilities and 545 are located outside of the
United States. None of the Company's employees is 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 will depend in large measure upon the continued
contributions of its senior management team, professional analysts and
experienced sales personnel. Accordingly, future operating results will be
largely dependent upon the Company's ability to retain the services of these
individuals and to attract additional qualified personnel. The Company
experiences intense competition for professional personnel with, among others,
producers of IT products, management consulting firms and financial services
companies. Many of these firms have substantially greater financial resources
than the Company to attract and compensate qualified personnel. The loss of the
services of key management and professional personnel could have a material
adverse effect on the Company's business.
ITEM 2. PROPERTIES
The Company's headquarters are located in approximately 229,000 square feet of
leased office space in four 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 37 domestic and 35 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
None.
4
5
EXECUTIVE OFFICERS
Listed below are the executive officers of the Company as of November 30, 1996:
NAME AGE TITLE
---- --- -----
Manuel A. Fernandez 50 President, Chairman of the Board and
Chief Executive Officer
E. Follett Carter 54 President, Gartner Group Distribution,
Executive Vice President, Sales and Chief
Marketing Officer
John F. Halligan 49 Executive Vice President, Chief Financial
Officer, Treasurer and Corporate Secretary
William T. Clifford 50 President, Gartner Group Research
Executive Vice President, Operations and
Chief Operating Officer
Michael D. Fleisher 31 Executive Vice President and President Gartner
Group Emerging Businesses
Mr. Fernandez has served as chairman of the board since April 1995, as chief
executive officer since April 1991 and as president and director since January
1991. Prior to joining the Company, he was president and chief executive officer
of Dataquest, Inc. Before joining Dataquest, Mr. Fernandez was president and
chief executive officer of Gavilan Computer Corporation, a laptop computer
manufacturer, and Zilog, Incorporated, a semiconductor manufacturing company.
Mr. Fernandez holds a bachelor's degree in electrical engineering from
University of Florida, and completed post-graduate work in solid state
engineering at University of Florida and in business administration at the
Florida Institute of Technology.
Mr. Carter has been president, Gartner Group distribution since October 1995,
chief marketing officer since April 1995 and executive vice president, sales and
marketing since July 1993. From April 1991 to July 1993, he was senior vice
president, sales and marketing; from May 1990 to March 1991, he was vice
president, sales; and from November 1988 to April 1990, he was vice president
and service director of electronic output strategies. Prior to joining Gartner
Group, Mr. Carter was manager of systems marketing at Xerox Corporation from
January 1987 to October 1988. Mr. Carter holds a bachelor's degree from Case
Western Reserve, and an M.B.A. degree in finance and marketing from Columbia
University.
Mr. Halligan has been executive vice president, chief financial officer,
treasurer and corporate secretary since September 1991. Prior to joining Gartner
Group, Mr. Halligan spent more than 22 years at General Electric Company in a
variety of financial management roles, including staff vice president, finance
at GE Communications and Services from May 1988 to September 1991, and manager
of marketing, sales and service finance operations at GE Appliances from
November 1984 to May 1988. Mr. Halligan holds a bachelor's degree in economics
from Providence College.
Mr. Clifford has been president, Gartner Group research since October 1995,
chief operating officer since April 1995 and executive vice president,
operations since October 1993. Prior to joining Gartner Group, Mr. Clifford
served as president, central division and senior IT executive for product
development for ADP Corp., a payroll service provider. Previously, Mr. Clifford
was executive vice president and chief operating officer of Applied Data
Research, a supplier of computer software. Mr. Clifford holds a bachelor's
degree in economics from the University of Connecticut.
Mr. Fleisher has been executive vice president and president Gartner Group
emerging businesses since November 1996. From October 1995, he was senior vice
president, emerging businesses; from October 1994 to October 1995, he was vice
president worldwide events; and from April 1993 to October 1995 he was vice
president of business development and focused primarily on the Company's initial
public offering and subsequent acquisitions. Mr. Fleisher's previous business
experience includes working as an associate at Information Partners, a venture
capital firm, from 1990 to 1993 and as a consultant at Bain & Company, a
strategy consulting firm, from 1987 to 1990. Mr. Fleisher holds a bachelor's
degree in economics from Wharton School of Business. Mr. Fleisher was named an
executive officer of the Company in November 1996.
5
6
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company effected an initial public offering of its Class A Common Stock in
October 1993 at a price to the public of $2.75 per share. As of November 30,
1996, there were approximately 271 holders of record of the Company's Class A
Common Stock and all of the Company's Class B Common Stock was held by Cognizant
Corporation ("Cognizant"). The Company's Class A Common Stock is listed for
quotation in the Nasdaq National Market under the symbol "GART."
The Company has not paid any cash dividends on its common stock and currently
intends to retain any future earnings for use in its business. Accordingly, the
Company does not anticipate that any cash dividends will be declared or paid on
the common stock in the foreseeable future.
The quarterly market price is included in Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations - Common Stock
Information.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
The presentation under "Selected Consolidated Financial Data" is included in
Item 8. Consolidated Financial Statements and Supplementary Data - Selected
Financial Data.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
See Exhibit 13.
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Exhibit 13.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Change in Accountants
(a) Previous independent accountants
(i) On September 25, 1996, Price Waterhouse LLP resigned as the
independent accountants the Company. Price Waterhouse LLP advised the
Company that it was resigning as the Company's independent accountants
due to a planned business relationship with the Company that may
impair the independence of Price Waterhouse LLP.
(ii) The reports of Price Waterhouse LLP on the financial statements for
the past two fiscal years contained no adverse opinion or disclaimer
of opinion and were not qualified or modified as to uncertainty, audit
scope or accounting principle.
(iv) In connection with its audits for the two most recent fiscal years and
through September 25, 1996, there have been no disagreements with
Price Waterhouse LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which disagreements if not resolved to the satisfaction of
Price Waterhouse LLP would have caused them to make reference thereto
in their report on the financial statements for such years.
(v) During the two most recent fiscal years and through September 25,
1996, there have been no reportable events (as defined in Regulation
S-K Item 304 (a)(1)(v) ).
6
7
(vi) The Company has requested that Price Waterhouse LLP furnish it with a
letter addressed to the SEC stating whether or not it agrees with the
above statements. A copy of such letter, dated October 1, 1996, is
filed as Exhibit 1 to the Current Report on Form 8-K dated October 1,
1996.
(b) New independent accountants
(i) The Company engaged KPMG Peat Marwick LLP as its new independent
accountants as of September 25, 1996. During the two most recent
fiscal years and through September 25, 1996, the Company has not
consulted with KPMG Peat Marwick LLP regarding either (1) the
application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that might
be rendered on the Company's financial statements, and either a
written report was provided to the Company or oral advice was provided
that KPMG Peat Marwick LLP concluded was an important factor
considered by the Company in reaching a decision as to the accounting,
auditing or financial reporting issue; or (2) any matter that was
either the subject of a disagreement, as that term is defined in Item
304 (a)(1)(iv) of Regulation S-K and the related instructions to Item
304 of Regulation S-K, or a reportable event, as that term is defined
in Item 304 (a)(1)(v) of Regulation S-K.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information relating to Directors is set forth under the caption "Proposal One:
Election of Directors" on pages 3 through 10 in the Proxy Statement for Annual
Meeting of Stockholders of Registrant to be held January 23, 1997 and is
incorporated herein by reference. Certain information regarding Executive
Officers of the Registrant is presented after Item 4 in Part I of this 1996
Annual Report on Form 10-K.
Information relating to Section 16(a) of the Exchange Act is set forth under the
caption "Section 16(a) Reporting Delinquencies " on page 13 in the Proxy
Statement for Annual Meeting of Stockholders of Registrant to be held January
23, 1997 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 6 through 9 of the Proxy Statement for Annual
Meeting of Stockholders of Registrant to be held January 23, 1997 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 page 11 in the Company's Proxy Statement
for Annual Meeting of Stockholders of Registrant to be held January 23, 1997 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 Annual Meeting of Stockholders of Registrant to be held January
23, 1997 on page 12 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 presentation under "Financial Statements" is included in Item
8. Consolidated Financial Statements and Supplementary Data.
7
8
2. Supplemental Schedules
II. Valuation and qualifying accounts (see attached).
Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the
financial statements or notes thereto.
3. Exhibits
Exhibit
Number Description of Document
3.1(4) Restated Certificate of Incorporation
3.2(1) Bylaws as amended
4.1(1) Article III of Restated Certificate of Incorporation
(see Exhibit 3.1)
4.2(1) Form of Certificate for Common Stock
10.1(1) Form of Indemnification Agreement
10.2(1) Amended and Restated Registration Agreement dated March
19, 1993 among the Registrant, Dun & Bradstreet
Corporation and D&B Enterprises, Inc.
10.3(1) Stockholder's Agreement dated as of March 19, 1993 by
and between the Registrant and Dun & Bradstreet
Corporation
10.4(4) Lease dated December 29, 1994 by and between Soundview
Farms and the Registrant related to premises at 56 Top
Gallant Road, 70 Gatehouse Road, and 88 Gatehouse Road,
Stamford, Connecticut
10.6(1)* Long Term Incentive Plan (Tenure Plan), including form
of Employee Stock Purchase Agreement
10.7(2)* 1991 Stock Option Plan, as amended, including form of
Stock Option Agreement
10.8(1)* 1993 Director Stock Option Plan
10.9(1)* Employee Stock Purchase Plan
10.10(3)* 1994 Long Term Stock Option Plan
10.11(4) Forms of Master Client Agreement
10.12(1) Commitment Letter dated July 16, 1993 from The Bank of
New York
10.13(1) Indemnification Agreement dated April 16, 1993 by and
among the Registrant, Cognizant (as successor to the Dun
& Bradstreet Corporation) and the Fund
10.14(4) Research Sharing Agreement dated May 17, 1995 between
Registrant and SoundView Financial Group
10.15 Commitment Letter dated September 30, 1996 from Chase
Manhattan Bank
11.1 Computation of Net Income per Common Share
13 Management's Discussion and Analysis of Financial
Condition and Results of Operations and Consolidated
Financial Statements and Supplementary Data.
16.1(5) Letter regarding change in certifying accountants
21.1 Subsidiaries of Registrant
23.1 Independent Auditors' Report on Schedule
23.2 Accountants' Consent
23.3 Report of Independent Accountants
23.4 Report of Independent Accountants on Financial Statement
Schedule
24.1 Power of Attorney
* Management contract or compensation plan or arrangement required
to be filed as an exhibit to this report on Form 10-K pursuant to
Item 14(c) this report.
(1) Incorporated by reference from the Registrant's Registration
Statement on Form S-1 (File No. 33-67576), as amended, effective
October 4, 1993.
(2) Incorporated by reference from Registrant's Registration
Statement on Form S-8 as filed on November 3, 1994.
(3) Incorporated by reference from Registrant's Registration
Statement on Form S-8 as filed on May 18, 1995.
(4) Incorporated by reference to the Registrant's Registration
Statement on Form 10-K as filed on December 21, 1995.
8
9
(5) Incorporated by reference to the Current Report on Form 8-K as
filed on October 1, 1996.
(b) Reports on Form 8-K
The Company filed a report on Form 8-K dated October 1, 1996.
(c) Exhibits
See (a) above.
(d) Financial Statement Schedules
See (a) above.
9
10
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report on Form 10-K to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Stamford, State of Connecticut, on the 17th day of December, 1996.
GARTNER GROUP, INC.
By: /s/ MANUEL A. FERNANDEZ
---------------------------------
Manuel A. Fernandez
President, Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSON BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Manuel A. Fernandez and John F. Halligan,
and each of them acting individually, as his attorney-in-fact, each with full
power of substitution, for him in any and all capacities, to sign any and all
amendments to this Report on Form 10-K, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorney to any and all amendments to said Report.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
NAME TITLE DATE
/s/ MANUEL A. FERNANDEZ Director, President, Chairman of the December 17, 1996
------------------------ Board and Chief Executive Officer
Manuel A. Fernandez (Principal Executive Officer)
/s/ JOHN F. HALLIGAN Executive Vice President and Chief December 17, 1996
-------------------- Financial Officer (Principal Financial
John F. Halligan and Accounting Officer)
/s/ MAX HOPPER Director December 17, 1996
---------------
Max Hopper
/s/ JOHN P. IMLAY Director December 17, 1996
------------------
John P. Imlay
/s/ STEPHEN G. PAGLIUCA Director December 17, 1996
------------------------
Stephen G. Pagliuca
/s/ DENNIS G. SISCO Director December 17, 1996
--------------------
Dennis G. Sisco
/s/ WILLIAM O. GRABE Director December 17, 1996
---------------------
William O. Grabe
10
11
GARTNER GROUP, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(all amounts in thousands)
Additions Additions
Balance at Charged Charged Deductions
Beginning to Costs to Other From Balance at
of Year and Expenses Accounts (1) Reserve End of Year
---------- ------------ ------------ ---------- -----------
YEAR ENDED SEPTEMBER 30, 1994
Allowance for doubtful accounts and returns
and allowances $2,778 $1,239 $ 162 $ 748 $3,431
====== ====== ====== ====== ======
YEAR ENDED SEPTEMBER 30, 1995
Allowance for doubtful accounts and returns
and allowances $3,431 $1,862 $ 27 $1,630 $3,690
====== ====== ====== ====== ======
YEAR ENDED SEPTEMBER 30, 1996
Allowance for doubtful accounts and returns
and allowances $3,690 $3,295 $ 121 $2,646 $4,460
====== ====== ====== ====== ======
(1) Allowances of $121,000, $27,000 and $162,000 assumed upon acquisitions of
entities in fiscal 1996, 1995 and 1994, respectively.