GARTNER INC IT

expiry = 2004-07-30...ERRED STOCK PURCHASE RIGHTS) AT A PURCHASE PRICE NOT GREATER THAN $13.50 NOR LESS THAN $12.50 PER SHARE BY GARTNER, INC. --------------------- THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, JULY 30, 2004, UNLESS GARTNER EXTENDS THE TENDER OFFER. Gartner, Inc., a Delaware corporation ("Gartner"), is offering to purchase for cash up to 11,298,630 shares of its Common stock, Class A ("Class A Shares") and up to 5,505,305 shares of its Common...

expiry = 2004-07-30...ERRED STOCK PURCHASE RIGHTS) AT A PURCHASE PRICE NOT GREATER THAN $13.50 NOR LESS THAN $12.50 PER SHARE BY GARTNER, INC. --------------------- THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, JULY 30, 2004, UNLESS GARTNER EXTENDS THE TENDER OFFER. Gartner, Inc., a Delaware corporation ("Gartner"), is offering to purchase for cash up to 11,298,630 shares of its Common stock, Class A ("Class A Shares") and up to 5,505,305 shares of its Common...

listed = True...sent approximately 19.6% of our outstanding Class A Shares as of June 15, 2004. The 5,505,305 Class B Shares subject to the tender offer represent approximately 19.6% of our outstanding Class B Shares as of June 15, 2004. Our Class A Shares and Class B Shares trade on the NYSE under the symbols IT and ITB, respectively. See Section 8. We urge stockholders to obtain current market quotations for the shares. THE TENDER OFFER 1. NUMBER OF SHARES; PRORATION. General. Upon the terms and subject to the conditions of the tender offer, Gartner will purchase 11,298,630 Class A Shares and 5,505,305 Class B Shares, or, i...

listed = True...sent approximately 19.6% of our outstanding Class A Shares as of June 15, 2004. The 5,505,305 Class B Shares subject to the tender offer represent approximately 19.6% of our outstanding Class B Shares as of June 15, 2004. Our Class A Shares and Class B Shares trade on the NYSE under the symbols IT and ITB, respectively. See Section 8. We urge stockholders to obtain current market quotations for the shares. THE TENDER OFFER 1. NUMBER OF SHARES; PRORATION. General. Upon the terms and subject to the conditions of the tender offer, Gartner will purchase 11,298,630 Class A Shares and 5,505,305 Class B Shares, or, i...

mechanism = FIXED...r the fiscal quarter ended March 31, 2004 and (b) selected pro forma financial information for the same periods, assuming the purchase by Gartner of 26.0 million shares in the tender offer and pursuant to the Silver Lake Stock Purchase Agreement at an assumed purchase price of $13.00 per share for an aggregate purchase price of $338 million. The selected pro forma information gives effect to the tender offer and the stock purchase from Silver Lake as if each were completed at the beginning of each period for income statement information and at March 31, 2004 for balance sheet information. The selected pro forma information is...

mechanism = FIXED...r the fiscal quarter ended March 31, 2004 and (b) selected pro forma financial information for the same periods, assuming the purchase by Gartner of 26.0 million shares in the tender offer and pursuant to the Silver Lake Stock Purchase Agreement at an assumed purchase price of $13.00 per share for an aggregate purchase price of $338 million. The selected pro forma information gives effect to the tender offer and the stock purchase from Silver Lake as if each were completed at the beginning of each period for income statement information and at March 31, 2004 for balance sheet information. The selected pro forma information is...

mechanism = DUTCHEX-99.A.5.D 2 y99342a6exv99waw5wd.txt PRESS RELEASE GARTNER, INC. ANNOUNCES FINAL RESULTS OF DUTCH AUCTION SELF-TENDER OFFER; WILL ALSO REPURCHASE APPROXIMATELY 9.2 MILLION SHARES FROM SILVER LAKE PARTNERS STAMFORD, Conn., August 10, 2004 - Gartner, Inc. (NYSE: IT and ITB) (the "Company"), the world's leading technology research and advisory firm, today announced the final results of its Dutch auction self-tender offer to purchase approximate...

must_tender_all = True...der's shares of such class are purchased in the tender offer (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares of the applicable class. We may not purchase all of the shares tendered pursuant to the tender offer even if the shares are tendered at or below the purchase price. See Section 1, Section 5 and Section 6, respectively, for additional information concerning priority, proration and conditional tender procedures. Section 14 of this offer to...

must_tender_all = True...der's shares of such class are purchased in the tender offer (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares of the applicable class. We may not purchase all of the shares tendered pursuant to the tender offer even if the shares are tendered at or below the purchase price. See Section 1, Section 5 and Section 6, respectively, for additional information concerning priority, proration and conditional tender procedures. Section 14 of this offer to...

price = USD 12.5-13.5...manner provided in Section 10. 30 9. SOURCE AND AMOUNT OF FUNDS. Assuming that 11,298,630 Class A Shares and 5,505,305 Class B Shares are purchased in the tender offer at a price between $12.50 and $13.50 per share and that the size of the tender offer for Class A Shares will not be increased, then: - the aggregate purchase price for the shares purchased in the tender offer will be between approximately $210.0 million and $226.9 m...

price = USD 12.5-13.5...manner provided in Section 10. 30 9. SOURCE AND AMOUNT OF FUNDS. Assuming that 11,298,630 Class A Shares and 5,505,305 Class B Shares are purchased in the tender offer at a price between $12.50 and $13.50 per share and that the size of the tender offer for Class A Shares will not be increased, then: - the aggregate purchase price for the shares purchased in the tender offer will be between approximately $210.0 million and $226.9 m...

price = USD 13.3...mall number of additional shares in order to prevent proration in the Class A tender. Accordingly, Gartner has accepted for purchase 11,339,019 shares of Class A Common Stock at a purchase price of $13.30 per share, and 5,505,305 shares of Class B Common Stock at a purchase price of $12.50 per share, in accordance with the terms and conditions of the offer. The Class A shares will not be subject to proration, and the proration fac...

txn_type = CONSOLIDATION...ill have the right to exercise his or her award, in whole or in part, for a period of at least 15 days from the date of such notice, and that the award will terminate upon the expiration of such period. In addition, in the event we experience any stock split, reverse stock split, stock dividend, combination or reclassification of our shares, or any other increase or decrease in the number of issued shares of our common stock effected without the receipt of consideration by Gartner (except for certain conversions of convertible securities), the Committee may make appropriate adjustments to outstanding awards and...

txn_type = CONSOLIDATION...ill have the right to exercise his or her award, in whole or in part, for a period of at least 15 days from the date of such notice, and that the award will terminate upon the expiration of such period. In addition, in the event we experience any stock split, reverse stock split, stock dividend, combination or reclassification of our shares, or any other increase or decrease in the number of issued shares of our common stock effected without the receipt of consideration by Gartner (except for certain conversions of convertible securities), the Committee may make appropriate adjustments to outstanding awards and...

txn_type = TENDER_OFFER...ELY 9.2 MILLION SHARES FROM SILVER LAKE PARTNERS STAMFORD, Conn., August 10, 2004 - Gartner, Inc. (NYSE: IT and ITB) (the "Company"), the world's leading technology research and advisory firm, today announced the final results of its Dutch auction self-tender offer to purchase approximately 11.3 million shares of the Company's Class A and approximately 5.5 million Class B Common Stock, which expired at 5:00 p.m., New York City time, on July 30, 2004. A final count by Mellon Investor Services LLC, the depositary for the offer, determined that 14,618,601 shares of Class A Common Stock and 11,805,185 shares of Cl...