SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
GIGA INFORMATION GROUP, INC.
(Name Of Subject Company (Issuer))
FORRESTER RESEARCH, INC.
WHITCOMB ACQUISITION CORP.
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
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)
Keith F. Higgins, Esq.
Ann L. Milner, Esq.
Ropes & Gray
One International Place
Boston, Massachusetts 02110
Telephone: (617) 951-7000
CALCULATION OF FILING FEE
Transaction Valuation* Amount Of Filing Fee**
* 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
the tender offer: [ ]
This Amendment No. 2 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 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, 11 AND 12
Items 1 through 9, 11 and 12 of the Schedule TO which incorporate by
reference the information contained in the Offer to Purchase are hereby amended
1. The first sentence of the paragraph under the caption "When and How
Will I Be Paid For My Tendered Shares?" on page 3 of the Offer to
Purchase is hereby amended and restated to read in its entirety as
"Subject to the terms and conditions of the offer, we will pay for
all shares validly tendered and not withdrawn promptly upon
expiration of the offer."
2. The first two sentences of the first paragraph in the section of the
Offer to Purchase entitled "Acceptance for Payment and Payment"
beginning on page 13 of the Offer to Purchase are hereby amended and
restated to read in their entirety as follows:
"Upon the terms and subject to the conditions of the Offer
(including, if the Offer is extended or amended, the terms and
conditions of any such extension or amendment), the Purchaser will
accept for payment and will pay for all Shares validly tendered
prior to the Expiration Date and not properly withdrawn in
accordance with Section 3 of this Offer to Purchase promptly after
the Expiration Date. The Purchaser, subject to the Merger Agreement,
expressly reserves the right, in its sole discretion, to delay
acceptance for payment of or payment for Shares in order to comply
in whole or in part with any required regulatory or governmental
approvals, including, without limitation, pursuant to the HSR Act."
3. The last paragraph in the section of the Offer to Purchase entitled
"Certain Information Concerning the Company" beginning on page 16 of
the Offer to Purchase is hereby amended by deleting this paragraph
in its entirety.
4. The first paragraph in the section of the Offer to Purchase entitled
"Contacts and Transactions with the Company; Background of the
Offer" beginning on page 18 of the Offer to Purchase is hereby
amended and restated to read in its entirety as follows:
"During the summer of 2001, Robert K. Weiler, then President and
Chief Executive Officer of the Company, and George F. Colony,
Chairman of the Board and Chief Executive Officer of Parent, met for
the purpose of generally discussing their respective businesses and
matters relating to the industry in which their respective
businesses operate. At this meeting, Mr. Colony asked Mr. Weiler
what price it would take for a third party to buy the Company. Mr.
Weiler indicated that a third party could acquire all
the outstanding Common Stock of the Company for $9 per share. Mr.
Colony responded that the proposed price was too expensive."
5. Paragraph (c) 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
"(c) except as referred to in the Merger Agreement, since January
20, 2003 there shall have occurred any event, change, effect or
development that, individually or in the aggregate, has had or would
reasonably be expected to have, a Company Material Adverse Effect;"
6. The second to the last 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:
"which, in the sole and good faith judgment of the Purchaser or
Parent, in any such case, and regardless of the circumstances giving
rise to any such condition, makes it inadvisable to proceed with
such acceptance for payment or payment."
7. The section of the Offer to Purchase entitled "Certain Legal Matters
- Antitrust - United States Antitrust Law" beginning on page 35 of
the Offer to Purchase is hereby amended and supplemented by adding
the following paragraph as a new fourth paragraph:
"On Wednesday, February 12, 2003, the Company was notified by the
FTC of the early termination of the 15-day waiting period applicable
to the Offer under the HSR Act. The termination of the waiting
period was one of the conditions to the Offer, and such condition
has now been satisfied."
8. Item 12 of the Schedule TO is hereby amended and supplemented to
"(a)(9) Press Release issued by the Company on February 12, 2003."
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
Name: Tim Moynihan
FORRESTER RESEARCH, INC.
By: /s/ Warren Hadley
Name: Warren Hadley
Title: Chief Financial Officer
Dated: February 12, 2003
*(a)(1) Offer to Purchase dated January 27, 2003.
*(a)(2) Letter of Transmittal.
*(a)(3) Notice of Guaranteed Delivery.
*(a)(4) Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.
*(a)(5) Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other
*(a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form
*(a)(7) Joint Press Release issued by Parent and the Company
on January 21, 2003 (incorporated by reference to the
Schedule TO-C filed by Parent and the Purchaser with
the Securities and Exchange Commission on January 21,
*(a)(8) Summary Advertisement published January 27, 2003.
(a)(9) Press Release issued by the Company on February 12, 2003.
*(d)(1) Agreement and Plan of Merger dated as of January 20,
2003 among Parent, the Purchaser and the Company
(incorporated by reference to the Current Report on
Form 8-K filed by Parent with the Securities and
Exchange Commission on January 22, 2003).
*(d)(2) Confidentiality Agreement dated January 15, 2003 between the Company and Parent.
*(d)(3) Tender Agreement dated as of January 20, 2003 among Parent, the Purchaser and
Gideon I. Gartner.
*(d)(4) Tender Agreement dated as of January 20, 2003 among Parent, the Purchaser and W.R.
Hambrecht + Co, Inc.
*(d)(5) Tender Agreement dated as of January 20, 2003 among Parent, the Purchaser and W.R.
Hambrecht + Co., LLC.
*(d)(6) Letter Agreement dated as of January 20, 2003 among Park Avenue Equity Partners,
L.P., Parent, the Purchaser and W.R. Hambrecht + Co., Inc.
FOR IMMEDIATE RELEASE
FORRESTER RESEARCH, INC., ANNOUNCES RECEIPT OF APPROVAL UNDER THE
HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT
CAMBRIDGE, Mass., February 12, 2002 . . . Forrester Research, Inc. (Nasdaq:
FORR), in connection with Forrester's acquisition of Giga Information Group,
Inc. (OTC BB: GIGX), announced today that the Federal Trade Commission has
notified Forrester of the early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act. All necessary US regulatory
approvals relating to the offer have now been obtained.
As previously announced, Forrester's tender offer to purchase all outstanding
shares of Giga will expire at 12:00 p.m. Eastern time, on Monday, February 24,
2003, unless the offer is extended.
For additional information, please contact MacKenzie Partners, Inc., the
Information Agent for the offer, at +1 800/322-2885.
Forrester Research identifies and analyzes emerging trends in technology and
their impact on business. Forrester's WholeView(TM) Research, Strategic
Services, and Events help $1 billion-plus clients understand how technology
change affects their customers, strategy, and technology investment. Established
in 1983, Forrester is headquartered in Cambridge, Mass. For additional
information, visit www.forrester.com.
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Director, Corporate Communications
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