SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 17, 2000
GARTNER GROUP, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-14443 04-3099750
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
Post Office Box 10212
56 TOP GALLANT ROAD
STAMFORD, CT 06904-2212
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (203) 316-1111
ITEM 5. OTHER EVENTS
On April 17, 2000, Gartner Group, Inc. ("Gartner") issued and sold an aggregate
of $300 million principal amount of its unsecured 6% Convertible Junior
Subordinated Promissory Notes due April 17, 2005 (the "Notes") to Silver Lake
Partners, L.P. and certain of Silver Lake Partners, L.P.'s affiliates. The Notes
mature five years from the date of their issuance. After the third anniversary
of issuance, the principal amount of each Note plus all accrued interest may, at
the election of the holder, be converted into fully paid and nonassessable
shares of Gartner's Group Class A Common Stock, par value $.0005 per share,
subject to Gartner's right, under certain circumstances, to redeem the Notes for
cash in an amount equal to the unpaid principal amount of the Notes plus accrued
interest. The initial conversion price for the Notes is $15.87.
Gartner intends to use the proceeds from the sale of the Notes to prepay a
portion of the debt outstanding under its $500 million working capital facility
and to provide working capital to Gartner and its subsidiaries.
On April 14, 2000, Roger B. McNamee, co-founder and general partner of Integral
Capital Partners, and Glenn H. Hutchins, co-founder of Silver Lake Partners,
L.P., were appointed to the Gartner's board of directors to fill two vacancies
resulting from the resignations of John P. Imlay, Chairman, Imlay Investment
Inc., and Charles B. McQuade, President and Chief Executive Officer of
Securities Industry Automation Corporation.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
None
(b) Pro forma financial information
None
(c) Exhibits
10.1 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
the other parties thereto.
10.2 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.
10.3 Form of 6% Convertible Junior
Subordinated Promissory Note due April
17, 2005
10.4. Securityholders Agreement dated as of
April 17, 2000 among Gartner Group,
Inc., Silver Lake Partners, L.P. and the
other parties thereto.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: April 24, 2000
By: /s/ Kenneth S. Siegel
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Kenneth S. Siegel
Executive Vice President
and General Counsel