SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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 (FINAL AMENDMENT) --------------------------- 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) 37517M109 (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) --------------------------- 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 * 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.
Transaction Valuation* Amount Of Filing Fee** ---------------------- ---------------------- $60,000,000 $5,520 [ ] 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: [X]
Amount Previously Paid: N/A Form or Registration No.: N/A Filing Party: N/A Date Filed: N/A This Final Amendment 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, February 19, 2003, February 24, 2003 and February 25, 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. ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. Item 8 is hereby amended and supplemented as follows: On February 27, 2003, the Purchaser was informed by the Depositary that a total of 10,354,044 Shares, representing approximately 93.6% of the outstanding Shares, had been validly tendered pursuant to the Offer and not withdrawn. The Purchaser has accepted all of these Shares for payment. 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 ------------------------------ Name: Tim Moynihan Title: President FORRESTER RESEARCH, INC. By: /s/ Warren Hadley ------------------------------ Name: Warren Hadley Title: Chief Financial Officer Dated: February 28, 2003