Back to GetFilings.com
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
For the Fiscal Year Ended September 30, 1999
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 1-14443
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, 1999, was
approximately $717.0 million. 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, 1999 was 53,674,606 shares of Common Stock, Class A and 34,174,116
shares of Common Stock, Class B.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Annual Report to Stockholders of Registrant for the fiscal year ended
September 30, 1999. 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 February 1, 2000. Certain information therein is incorporated by
reference into Part III hereof.
PART I
Item 1. Business.
General
Gartner Group, Inc. ("GartnerGroup" 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 three business segments: research,
services and events. 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 enters into annual renewable contracts
for research products and distributes such products through print and
electronic media. Services, 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 vendor and user
focused symposia, expositions and conferences. The Company's primary clients
are senior business executives, IT professionals, purchasers and vendors of IT
products and services. With more than 800 research analysts and 400
consultants, GartnerGroup product and service offerings collectively provide
comprehensive coverage of the IT industry to over 9,600 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 that provides a comprehensive detailed and
complete look at 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 has adopted three strategic imperatives to leverage
its thought leadership through both a services organization and an interactive
channel in order to maximize opportunity and financial results. First,
delivering cutting-edge thought leadership in its research. Second,
dramatically growing the Company's consultative business and third, enhancing
the Company's web-delivery capabilities.
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 research professionals is comprised of more than
1,200 analysts and consultants averaging fifteen years of industry experience.
Of the 1,200 professionals, 245 professionals are e-business analysts and
consultants. The Company intends to increase its investment in thought
leadership by recruiting and hiring additional e-business experts. 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.
Growth in Consultative Business. The Company intends to invest in and grow its
services 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 Web-Delivery Capabilities. The Company intends to significantly invest
in re-architecting the Company's Web-delivery capability. The Company is on its
third-generation web platform, and has been a leader in using the Web 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. Going forward, the
Company plans to expand its research capability to include tools and a
web-based interaction for research and inquiry that is continuously refreshed
within a dynamic Internet environment.
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.
2
Products and Services
The Company's principal products are Research, Services and Events.
Research. Research primarily consists 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 information technology
operations of organizations.
Research and advisory services provide 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
GartnerGroup 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 product contracts with
ratable revenue recognition 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 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, services 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.
Services. Services consist of consulting and measurement engagements.
Consulting services provide 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
Services products is services backlog. Services 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.
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 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 services and 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.
3
Employees
As of September 30, 1999, the Company employed 3,402 persons. Of the 3,402
employees, 890 are located at the Company's headquarters in Stamford, CT, 1,457
are located at other domestic facilities and 1,055 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 will depend in large measure upon the continued
contributions of its senior leadership team, professional analysts and
consultants, 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 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 38 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.
A special meeting of stockholders was held on July 16, 1999. The matters voted
upon and the results of the voting were as follows:
(1) The stockholders voted 84,887,311 votes in the affirmative and 841,119
votes in the negative, with 105,252 votes abstaining, to recapitalize the
Company (see Note 2--Recapitalization in the Notes to Consolidated
Financial Statements). In connection with the recapitalization of the
Company, Robert E. Weisman resigned as a member of the Board of Directors
of the Company as of the effective time of the recapitalization.
Additionally, three individuals, Anne Sutherland Fuchs, Charles B. McQuade
and Kenneth Roman were appointed to the Board of Directors of the Company
at the time of the recapitalization.
(2) The stockholders voted 69,433,737 votes in the affirmative and 16,324,141
votes in the negative, with 75,804 votes abstaining, to amend the
Company's certificate of incorporation to provide for a classified Board
of Directors. The Board of Directors has been divided into three classes
with one class of directors to be elected each year and each class having
a three-year term.
(3) The stockholders voted 73,761,975 votes in the affirmative and 12,022,943
votes in the negative, with 48,764 votes abstaining, to amend the
Company's certificate of incorporation to increase the authorized number
of shares of common stock and preferred stock which the Company may issue
from 201,600,000 shares of common stock and 2,500,000 shares of preferred
stock to 250,000,000 shares of common stock consisting of 166,000,000
shares of Class A Common Stock and 84,000,000 shares of Class B Common
Stock) and 5,000,000 shares of Preferred Stock.
4
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
As of November 30, 1999, there were approximately 250 holders of record of the
Company's Class A Common Stock and approximately 6,900 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". 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".
On July 16, 1999, the Company's stockholders approved a series of transactions
that resulted in the separation of the Company and IMS Health. This was
accomplished, in part, through the recapitalization of the Company's
outstanding common stock into two classes of Common Stock, consisting of Class
A Common Stock and Class B Common Stock, and the issuance of an aggregate of
40,689,648 shares of Class B Common Stock to IMS Health in exchange for a like
number of shares of Class A Common Stock held by IMS Health. The separation was
effected, in part, through the July 26, 1999 tax-free distribution by IMS
Health to its stockholders of the newly issued Class B Common Stock of the
Company owned by IMS Health. IMS Health is required by IRS regulations to
monetize its remaining interest of 6,900,000 shares and warrants for 599,400
shares in the Company as quickly as feasible after the spin-off, subject to
certain restrictions agreed to by both companies. In addition, the Company's
stockholders approved an amendment to the Company's Certificate of
Incorporation to increase the authorized capital stock of the Company to a
total of 250,000,000 shares of Common Stock (166,000,000 shares of Class A
Common Stock and 84,000,000 shares of Class B Common Stock) and 5,000,000
shares of Preferred Stock. 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 addition, any Class B Common Stock holder who owns more than 15%
of the outstanding Class B Common Stock, will not be able to vote all of his or
her Class B Common Stock in the election of directors unless such holder owns
an equivalent percentage of Class A Common Stock. The Company's stockholders
also approved an amendment to the Company's Certificate of Incorporation to
create a classified Board of Directors of three classes having staggered
three-year terms.
In connection with the IMS Health transaction the Company declared a special,
nonrecurring 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.
Also in connection with the recapitalization, on July 27, 1999, the Company
commenced a tender offer in a Dutch Auction format to purchase approximately
15% of its outstanding common stock at prices not less than $21.00 and not more
than $24.00 per share. Under the terms of the Dutch Auction tender offer, the
Company repurchased shares of Class A Common Stock and Class B Common Stock in
the same proportion as the ratio of the number of shares of each class
outstanding on July 26, 1999. Pursuant to the tender offer, which expired on
August 31, 1999, the Company purchased a total of 15,759,279 shares, comprised
of 9,636,247 shares of Class A Common Stock at a purchase price of $21.75 per
share and 6,123,032 shares of Class B Common Stock at a purchase price of
$21.875 per share. These repurchases were funded in part through term
borrowings under the Company's $500 million credit facility (see Note 8
- --Long-Term Debt in the Notes to the Consolidated Financial Statements). The
Company also is required to purchase 5,166,691 shares, allocated between Class
A Common Stock and Class B Common Stock in the same proportion as in the Dutch
Auction, in the open market by July 2001 as part of the recapitalization plan.
Under the terms of the recapitalization agreement, the Company is required to
indemnify IMS Health for additional taxes, under certain circumstances, if
actions by the Company cause the distribution to become taxable to IMS Health
and its stockholders. These actions include the use of stock for substantial
acquisitions and the issuance, without regulatory approval, of stock options
over set limitations during a two-year period following the recapitalization.
In addition, the Company has indemnified IMS Health on any tax liabilities
associated with the spin-off that may result from the acquisition of the
Company. The Company monitors its actions for compliance in this regard and
believes that it is unlikely, within matters under the Company's control, that
it will incur any significant costs as a result of its indemnity.
5
Other information required by this item is incorporated herein by reference to
page 24 of 1999 Annual Report to Stockholders of Registrant.
Item 6. Selected Consolidated Financial Data.
"Selected Consolidated Financial Data" contained on page 47 of the Annual
Report of Stockholders of Registrant 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 18 through 25 of the 1999 Annual Report to
Stockholders of Registrant is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
"Quantitative and Qualitative Disclosures about Market Risk" contained on page
25 of the 1999 Annual Report to Stockholders of Registrant is incorporated
herein by reference.
Item 8. Consolidated Financial Statements and Supplementary Data.
"Consolidated Financial Statements and Supplementary Data" contained on pages
26 through 46 of the 1999 Annual Report to Stockholders of Registrant is
incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Information relating to directors of the Company is set forth under the caption
"Proposal One: Election of Directors" on pages 2 through 14 of the Proxy
Statement for Annual Meeting of Stockholders of Registrant to be held February
1, 2000 and is incorporated herein by reference. Information relating to
executive officers of the Company is set forth under the caption "Executive
Officers" on page 6 of the Proxy Statement for Annual Meeting of Stockholders
of Registrant to be held February 1, 2000 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 17 of the Proxy Statement for Annual Meeting of
Stockholders of Registrant to be held February 1, 2000 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 7 through 14 of the Proxy Statement for
Annual Meeting of Stockholders of Registrant to be held February 1, 2000 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 15 and 16 of the Company's Proxy
Statement for Annual Meeting of Stockholders of Registrant to be held February
1, 2000 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 February
1, 2000 on page 17 and is incorporated herein by reference.
6
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 1999
Annual Report to Stockholders of Registrant in response to Item 8 thereof:
(i) Report of Independent Auditors
(ii) Consolidated Balance Sheets as of September 30, 1999 and 1998
(iii) Consolidated Statements of Operations for Fiscal Years Ended September 30, 1999 and 1998
(iv) Consolidated Statements of Changes in Stockholders' Equity for Fiscal Years Ended
September 30, 1999, 1998 and 1997
(v) Consolidated Statements of Cash Flows for Fiscal Years Ended September 30, 1999, 1998
and 1997
(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 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(6) Amended and Restated Certificate of Incorporation
3.2(4) Amended Bylaws, as of July 16, 1999
4.1(1) Form of Certificate for Common Stock, Class A
4.2(6) Form of Stock Certificate for Common Stock, Class B
10.1(1) Form of Indemnification Agreement
10.2(1) Amended and Restated Registration Rights Agreement dated March 19, 1993 among
the Registrant, Dun & Bradstreet Corporation and D&B Enterprises, Inc.
10.3(2) Lease dated December 29, 1994 between Soundview Farms and the Registrant
related to premises at 56 Top Gallant Road, 70 Gatehouse Road, and 88 Gatehouse
Road, Stamford, Connecticut
10.4 Lease dated May 16, 1997 between Soundview Farms and the Registrant 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 10.3)
10.5(1)* Long Term Incentive Plan (Tenure Plan), including form of Employee Stock
Purchase Agreement
10.6* 1991 Stock Option Plan, as amended and restated on October 12, 1999
10.7 (1)* 1993 Director Stock Option Plan
10.8 (1)* Employee Stock Purchase Plan
10.9* 1994 Long Term Stock Option Plan, as amended and restated on October 12, 1999
10.10(2) Forms of Master Client Agreement
10.11(1) Commitment Letter dated July 16, 1993 from The Bank of New York
10.12(1) Indemnification Agreement dated April 16, 1993 by and among the Registrant,
Cognizant Corporation (as successor to the Dun & Bradstreet Corporation) and the
Information Partners Capital Fund
10.13* 1998 Long Term Stock Option Plan, as amended and restated on October 12, 1999
10.14(3) Commitment Letter dated September 30, 1996 from Chase Manhattan Bank
10.15* 1996 Long Term Stock Option Plan, as amended and restated on October 12, 1999
10.16(5) Employment Agreement between Manuel A. Fernandez and Gartner Group, Inc. as
of November 12, 1998
7
10.17(5) Employment Agreement between William T. Clifford and Gartner Group, Inc. as of
November 12, 1998
10.18(5) Employment Agreement between E. Follett Carter and Gartner Group, Inc. as of
November 12, 1998
10.19(5) Employment Agreement between Michael D. Fleisher and Gartner Group, Inc. as of
November 12, 1998
10.20* Employment Agreement between Regina M. Paolillo and Gartner Group, Inc. as of
February 8, 1999
10.21* Employment Agreement between Richard E. Eldh, Jr. and Gartner Group, Inc. as of
February 8, 1999
13.1 Annual report to stockholders
21.1 Subsidiaries of Registrant
23.1 Independent Auditors' Report on Schedule
23.2 Independent Auditors' Consent
24.1 Power of Attorney (see Signature Page)
27.1 Financial Data Schedules
* 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 the Registrant's Annual Report on Form 10-K as filed on
December 21, 1995.
(3) Incorporated by reference from the Registrant's Annual Report on Form 10-K as filed on
December 17, 1996.
(4) Incorporated by reference from Registrant's Registration Statement on Form S-8 (File No.
333-35169) as filed on September 8, 1997.
(5) Incorporated by reference from the Registrant's Annual Report on Form 10-K filed on
December 24, 1998.
(6) Incorporated by reference from the Registrant's Registration Statement on Form 8-A as filed
on July 7, 1999.
(b) Reports on Form 8-K
The Company filed a report on Form 8-K dated July 29, 1999.
8
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 20th day of December, 1999.
GARTNER GROUP, INC.
By: /s/ MICHAEL D. FLEISHER
-----------------------
Michael D. Fleisher
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL PERSON BY THESE PRESENTS, that each person whose signature appears
below hereby 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 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
Report on Form 10-K has been signed by the following persons in the capacities
and on the dates indicated:
Name Title Date
/s/ MICHAEL D. FLEISHER Director, President and Chief Executive Officer December 20, 1999
- -------------------------- (Principal Executive Officer)
Michael D. Fleisher
/s/ REGINA M. PAOLILLO Executive Vice President Finance and December 20, 1999
- -------------------------- Administration and Chief Financial Officer
Regina M. Paolillo (Principal Financial and Accounting Officer)
/s/ MANUEL A. FERNANDEZ Director, Chairman of the Board December 20, 1999
- --------------------------
Manuel A. Fernandez
/s/ ANNE SUTHERLAND FUCHS Director December 20, 1999
- --------------------------
Anne Sutherland Fuchs
/s/ WILLIAM O. GRABE Director December 20, 1999
- --------------------------
William O. Grabe
/s/ MAX D. HOPPER Director December 20, 1999
- --------------------------
Max D. Hopper
/s/ JOHN P. IMLAY, JR. Director December 20, 1999
- --------------------------
John P. Imlay, Jr.
/s/ CHARLES B. MCQUADE Director December 20, 1999
- --------------------------
Charles B. McQuade
/s/ STEPHEN G. PAGLIUCA Director December 20, 1999
- --------------------------
Stephen G. Pagliuca
/s/ DENNIS G. SISCO Director December 20, 1999
- --------------------------
Dennis G. Sisco
9
GARTNER GROUP, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(all amounts in thousands)
Additions Additions
Balance at Charged to Charged Deductions Deductions
Beginning Costs and to Other from for Sale of Balance at
of Year Expenses Accounts (1) Reserve (2) Business End of Year
------------ ---------- ------------ ----------- ----------- -----------
Year Ended September 30, 1997
Allowance for doubtful accounts and
returns and allowances ........... $4,460 $3,421 $319 $2,860 $ -- $5,340
------ ------ ---- ------ ------ ------
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
------ ------ ---- ------ ------ ------
(1) Allowances of $274 and $319 assumed upon acquisitions of entities in year
ended September 30, 1999 and 1997, respectively.
(2) Amounts written off.
10