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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
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GIGA INFORMATION GROUP, INC.
(Name Of Subject Company (Issuer))
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FORRESTER RESEARCH, INC.
WHITCOMB ACQUISITION CORP.
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
37517M109
(CUSIP Number of Class of Securities)
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Tim Moynihan, Esq.
Forrester Research, Inc.
400 Technology Square
Cambridge, MA 02139
Telephone: (617) 613-6000
(Name, address and telephone number of
person authorized to receive notices and
communications on behalf of filing persons)
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COPIES TO:
Keith F. Higgins, Esq.
Ann L. Milner, Esq.
Ropes & Gray
One International Place
Boston, Massachusetts 02110
Telephone: (617) 951-7000
CALCULATION OF FILING FEE
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Transaction Valuation* Amount Of Filing Fee**
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$60,000,000 $5,520
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* Estimated solely for purposes of calculating amount of filing fee in
accordance with Rule 0-11(d) under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). The calculation of the transaction
valuation is based on 14,064,000 shares of common stock of Giga
Information Group, Inc. ("Giga") at a purchase price of $4.75 per
share. Such number includes all outstanding shares as of January 20,
2003, and assumes the exercise of all in-the-money stock options and
warrants to purchase common stock of Giga which are exercisable in
connection with the transaction.
** Previously paid.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number or the Form or Schedule and the date of its filing.
Amount Previously Paid: N/A
Form or Registration No.: N/A
Filing Party: N/A
Date Filed: N/A
[ ] Check the box if the filing relates to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
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This Amendment No. 4 amends and supplements the Tender Offer Statement
on Schedule TO (the "Schedule TO") filed with the Securities and Exchange
Commission on January 27, 2003 and amended on January 28, 2003, February 13,
2003 and February 19, 2003 by Forrester Research, Inc., a Delaware corporation
("Parent"), and Whitcomb Acquisition Corp., a Delaware corporation and a wholly
owned subsidiary of Parent (the "Purchaser"). The Schedule TO relates to the
offer by the Purchaser to purchase all the outstanding shares of common stock,
$0.001 par value per share (the "Shares"), of Giga Information Group, Inc., a
Delaware corporation (the "Company"), together with the associated rights to
purchase Series A Junior Preferred Stock, par value $0.001 per share, issued
pursuant to the Rights Agreement dated as of February 18, 2000 between the
Company and American Stock Transfer & Trust Co., at a purchase price of $4.75
per Share, net to the seller in cash, less any required withholding taxes and
without interest thereon, upon the terms and subject to the conditions set forth
in the related offer to purchase dated January 27, 2003 (the "Offer to
Purchase"), and in the related letter of transmittal. Capitalized terms used and
not otherwise defined herein have the meanings assigned thereto in the Schedule
TO.
ITEMS 1 THROUGH 9 AND 11
Items 1 through 9 and 11 of the Schedule TO which incorporate by
reference the information contained in the Offer to Purchase are hereby amended
as follows:
1. The third paragraph in the section of the Offer to Purchase
entitled "Terms of the Offer" beginning on page 7 of the Offer
to Purchase is hereby amended and restated to read in its
entirety as follows:
"The Purchaser expressly reserves the right (but shall not be
obligated), at any time prior to the Expiration Date or the
termination of the Offer, to waive any condition to the Offer
or modify the terms of the Offer, by giving oral or written
notice of such waiver or modification to the Depositary,
except that, without the consent of the Company, the Purchaser
shall not (i) reduce the number of Shares subject to the
Offer, (ii) reduce the price per Share to be paid pursuant to
the Offer, (iii) waive or change the Minimum Condition, (iv)
modify in any manner adverse to the holders of Shares or add
to the conditions of the Offer, (v) except as provided above,
extend the Offer or (vi) change the form of consideration
payable in the Offer. All conditions to the Offer, other than
those involving receipt of necessary governmental approvals,
will be asserted, satisfied or waived prior to the Expiration
Date."
2. The first sentence in the second full paragraph in the section
of the Offer to Purchase entitled "Certain Conditions of the
Offer" beginning on page 32 of the Offer to Purchase is hereby
amended and restated to read in its entirety as follows:
"The foregoing conditions are for the sole benefit of the
Purchaser and Parent and may be asserted by the Purchaser or
Parent regardless of the circumstances giving rise to such
condition or may be waived by the Purchaser and Parent in
whole or in part at any time prior to the Expiration Date or
the termination of the Offer. All of the foregoing conditions
other than those involving receipt of necessary governmental
approvals, will be asserted, satisfied or waived prior to the
Expiration Date."
SIGNATURES
After due 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.
WHITCOMB ACQUISITION CORP.
By: /s/ Tim Moynihan
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Name: Tim Moynihan
Title: President
FORRESTER RESEARCH, INC.
By: /s/ Warren Hadley
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Name: Warren Hadley
Title: Chief Financial Officer
Dated: February 24, 2003