UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
GARTNER, INC.
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(Name of Issuer)
Class A Common Stock, Par Value $.0005 Per Share
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(Title of Class of Securities)
366651107
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(CUSIP Number)
Silver Lake Partners
2725 Sand Hill Road, Suite 150
Menlo Park, CA 94025
(650) 233-8120
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 17, 2004
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act")or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No.366651107 13D Page 2 of 10 Pages
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1 NAME OF REPORTING PERSONS. SILVER LAKE PARTNERS, L.P., a Delaware Limited
partnership.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Not
required.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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7 SOLE VOTING POWER
NUMBER OF
SHARES _________________________________________________________________
8 SHARED VOTING POWER 37,773,001*
BENEFICIALLY
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER 37,773,001*
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,773,001*
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.9%*
Schedule 13D
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14 TYPE OF REPORTING PERSON (See Instructions)
PN
*See Item 5.
Schedule 13D
CUSIP No. 366651206 13D Page 3 of 10 Pages
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1 NAME OF REPORTING PERSONS. SILVER LAKE INVESTORS, L.P., a Delaware limited
partnership.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Not
required.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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7 SOLE VOTING POWER
NUMBER OF
SHARES _________________________________________________________________
8 SHARED VOTING POWER 37,773,001*
BENEFICIALLY
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER 37,773,001*
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,773,001*
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.9%*
Schedule 13D
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14 TYPE OF REPORTING PERSON (See Instructions)
PN
*See Item 5.
Schedule 13D
CUSIP No. 366651206 13D Page 4 of 10 Pages
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1 NAME OF REPORTING PERSONS. SILVER LAKE TECHNOLOGY INVESTORS, L.L.C., a
Delaware limited liability company.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Not
required.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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7 SOLE VOTING POWER
NUMBER OF
SHARES _________________________________________________________________
8 SHARED VOTING POWER 37,773,001*
BENEFICIALLY
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER 37,773,001*
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,773,001*
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.9%*
Schedule 13D
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14 TYPE OF REPORTING PERSON (See Instructions)
OO
*See Item 5.
This Amendment No. 2 to Schedule 13D supplements and amends the Schedule
13D of Silver Lake Partners, L.P., Silver Lake Investors, L.P., and Silver
Lake Technology Investors, L.L.C. (the "Silver Lake Entities") originally
filed on April 15, 2003, as amended by Amendment No. 1 filed on September 19,
2003, with respect to the Class A Common Stock, par value $.0005 per share
(the "Common Stock") of Gartner, Inc. ("Gartner"). Each item below amends and
supplements the information disclosed under the corresponding item of the
Schedule 13D. Capitalized terms defined in the Schedule 13D are used herein
with their defined meanings.
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Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented by the
following:
On June 18, 2004, Gartner announced that its Board of Directors approved
a Dutch auction self-tender offer for approximately 11.3 million shares of
Common Stock and approximately 5.5 million shares of its Class B Common Stock,
par value $.0005 per share (the "Class B Common Stock"), at a price per share
not greater than $13.50 nor less than $12.50 (the "Tender Offer").
The Silver Lake Entities and Gartner entered into a Stock Purchase
Agreement (the "Purchase Agreement") on June 17, 2004, whereby, subject to the
terms and conditions therein, the Silver Lake Entities agreed to sell to
Gartner and Gartner agreed to purchase from the Silver Lake Entities 9,196,065
shares of Common Stock, subject to adjustment as follows (provided that in no
event will more than 12,000,000 shares of Common Stock (the "Share Cap") be
purchased from the Silver Lake Entities): (a) if Gartner increases or
decreases the number of shares of Common Stock subject to the Tender Offer
(any such increase or decrease, the "TO Change"), the aggregate number of
shares of Common Stock to be purchased by Gartner from the Silver Lake
Entities will be increased or decreased, respectively, by an amount equal to
the TO Change multiplied by a fraction, the numerator of which is 46,969,066
and the denominator of which is 57,707,954 (representing the shares of
outstanding shares of Common Stock held of record by the Silver Lake Entities
divided by the outstanding shares of Common Stock held of record by all
stockholders of Gartner other than the Silver Lake Entities) and (b) if the
number of shares of Common Stock tendered and accepted for payment in the
Tender Offer is less than the number of shares of Common Stock Gartner is
offering to purchase in the Tender Offer as of the expiration date (any such
difference, the "Series A Shortfall"), the aggregate number of shares of
Common Stock to be purchased by Gartner from the Silver Lake Entities shall be
increased by an amount equal to the Series A Shortfall. The price per share
paid by Gartner for the shares of Common Stock purchased from the Silver Lake
Entities will be the same as that paid by Gartner to its other stockholders
who tender shares of Common Stock pursuant to the Tender Offer. The Silver
Lake Entities are not obligated to sell any shares if a minimum of 1,680,394
shares are not tendered and accepted for payment in the Tender Offer. The
Silver Lake Entities agreed, pursuant to the terms of the Purchase Agreement,
not to tender any of their shares of Common Stock in the Tender Offer. The
Purchase Agreement is attached as an exhibit to the Schedule 13D and is
incorporated herein by reference.
Schedule 13D
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Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and supplemented by the
following:
The information contained on the cover pages of this Schedule 13D is
incorporated herein by reference.
As the date hereof, the Silver Lake Entities beneficially own 46,969,066
shares of Common Stock. Pursuant to the terms of the Purchase Agreement, the
Silver Lake Entities agreed, subject to the terms and conditions therein, to
sell to Gartner and Gartner agreed to purchase from the Silver Lake Entities
9,196,065 shares of Common Stock, subject to adjustment as described above in
Item 4. As a result, assuming the consummation of the transactions
contemplated by the Purchase Agreement, the Silver Lake Entities may be deemed
to be the beneficial owners of approximately 37,773,001 shares of Common
Stock, representing, assuming 11,298,630 shares of Common Stock and 5,505,305
shares of Class B Common Stock are tendered and accepted for payment pursuant
to the Tender Offer, approximately 44.9% of the issued and outstanding shares
of Common Stock and approximately 35.4% of the total issued and outstanding
shares of the Common Stock and the Class B Common Stock of Gartner, on a
combined basis.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and supplemented by the
information contained in Item 4 of this Amendment, which is herein
incorporated by reference.
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Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby supplemented by adding the
following:
Exhibit 3 Stock Purchase Agreement, dated as of June 17, 2004, by and among
Silver Lake Partners, L.P., Silver Lake Investors, L.P., Silver Lake
Technology Investors, L.L.C. and Gartner, Inc.
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Schedule 13D
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATED: June 21, 2004
SILVER LAKE PARTNERS, L.P.
By: Silver Lake Technology Associates,
L.L.C., its general partner
By: /s/ Glenn H. Hutchins
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Name: Glenn H. Hutchins
Title: Managing Member
SILVER LAKE INVESTORS, L.P.
By: Silver Lake Technology Associates,
L.L.C., its general partner
By: /s/ Glenn H. Hutchins
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Name: Glenn H. Hutchins
Title: Managing Member
SILVER LAKE TECHNOLOGY INVESTORS, L.L.C.
By: Silver Lake Technology
Management, L.L.C., its manager
By: /s/ Glenn H. Hutchins
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Name: Glenn H. Hutchins
Title: Managing Member