content: SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549
  
                                 ------------------
  
  
  
                                      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.
                                 ------------------
                 (Exact Name of Registrant as Specified in Charter)
  
  
  
  
  
  
             DELAWARE                      1-14443                 04-3099750
  -----------------------------   -------------------------   --------------------
  (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
  
  
  <PAGE>
  
  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.
  
  
  
  <PAGE>
  
  
                 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.
  
  
  <PAGE>
  
                                     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
                                            -----------------------------------
                                                   Kenneth S. Siegel
                                                   Executive Vice President
                                                   and General Counsel
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metadata_filer: {"company-data": {"conformed-name": "GARTNER GROUP INC", "cik": "0000749251", "assigned-sic": "8741", "irs-number": "043099750", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-14443", "film-number": "607940"}, "business-address": {"street1": "56 TOP GALLANT RD", "street2": "P O BOX 10212", "city": "STAMFORD", "state": "CT", "zip": "06904-2212", "phone": "2039640096"}}
text: SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549
  
                                 ------------------
  
                                      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.
                                 ------------------
                 (Exact Name of Registrant as Specified in Charter)
  
             DELAWARE                      1-14443                 04-3099750
  -----------------------------   -------------------------   --------------------
  (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
                                            -----------------------------------
                                                   Kenneth S. Siegel
                                                   Executive Vice President
                                                   and General Counsel