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Proc-Type: 2001,MIC-CLEAR
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0000950103-03-001596.txt : 20030801
0000950103-03-001596.hdr.sgml : 20030801
20030801122526
ACCESSION NUMBER: 0000950103-03-001596
CONFORMED SUBMISSION TYPE: SC TO-T/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20030801
GROUP MEMBERS: GINGKO CORPORATION
GROUP MEMBERS: SYMPHONY TECHNOLOGY II GP, LLC
GROUP MEMBERS: SYMPHONY TECHNOLOGY II-A, L.P.
GROUP MEMBERS: TENNENBAUM &CO.,LLC
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: INFORMATION RESOURCES INC
CENTRAL INDEX KEY: 0000714278
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700]
IRS NUMBER: 521287752
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC TO-T/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-35926
FILM NUMBER: 03817078
BUSINESS ADDRESS:
STREET 1: 150 N CLINTON ST
CITY: CHICAGO
STATE: IL
ZIP: 60661-1416
BUSINESS PHONE: 3127261221
MAIL ADDRESS:
STREET 1: 150 N CLINTON ST
CITY: CHICAGO
STATE: IL
ZIP: 60661-1416
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: GINGKO ACQUISITION CORP
CENTRAL INDEX KEY: 0001250977
FILING VALUES:
FORM TYPE: SC TO-T/A
BUSINESS ADDRESS:
STREET 1: 4015 MIRANDA AVE
STREET 2: 2ND FL.
CITY: PALO ALTO
STATE: CA
ZIP: 94304
MAIL ADDRESS:
STREET 1: 4015 MIRANDA AVE
STREET 2: 2ND FL
CITY: PALO ALTO
STATE: CA
ZIP: 94304
SC TO-T/A
1
jul3103_tot-a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934
(Amendment No. 1)
INFORMATION
RESOURCES, INC.
(Name of Subject Company)
GINGKO ACQUISITION CORP.
a wholly owned subsidiary of
GINGKO CORPORATION
a company formed by
SYMPHONY TECHNOLOGY II-A, L.P.,
SYMPHONY TECHNOLOGY II GP, LLC
and
TENNENBAUM & CO., LLC
(Names of Filing PersonsOfferors)
COMMON STOCK, PAR
VALUE $0.01 PER SHARE
(and Associated Preferred Share Purchase Rights)
(Title of Class of Securities)
456905108
(Cusip Number of Class of Securities)
Gingko Corporation
c/o Symphony Technology Group
4015 Miranda Avenue, 2nd Floor
Palo Alto, California 94304
Telephone: (650) 935-9500
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
Copies to:
Jeffrey D. Berman
John D. Amorosi
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000 |
Dhiya El-Saden
Gregory L. Surman
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071
Telephone: (213) 229-7000 |
CALCULATION OF
FILING FEE
|
Transaction valuation* |
Amount of filing fee** |
|
$116,428,443 |
$9,419.07 |
|
* |
Estimated
for purposes of calculating the amount of filing fee only. Transaction value derived by
multiplying 30,162,809 (number of shares of common stock of subject company outstanding
on a fully diluted basis) by $3.86 (the market value of the shares of the subject
company calculated in accordance with Rule 0-11 of the Securities and Exchange Act
of 1934, as amended, by reference to the average of the high and low Nasdaq National
Market prices reported for shares of the subject company on July 10, 2003. |
** |
The
amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities
and Exchange Act of 1934, as amended, and Fee Advisory #11 for Fiscal Year 2003 issued
by the Securities and Exchange Commission on February 21, 2003, equals 0.008090% of
the transaction valuation. |
|X| |
Check
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: $9,374.56 |
|
Form
or Registration No.: 5-35926 |
|
Filing Party: |
Gingko Acquisition Corp. |
|
Symphony
Technology II-A, L.P. |
|
Date Filed: |
July 14, 2003 |
|_| |
Check
the box if the filing relates solely 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. |_|
AMENDMENT NO. 1 TO
SCHEDULE TO
This Amendment No. 1
amends and supplements the Tender Offer Statement on Schedule TO as initially filed with
the Securities and Exchange Commission on July 14, 2003 (as amended, the Schedule TO)
by Gingko Acquisition Corp., a Delaware corporation (Purchaser), a wholly
owned subsidiary of Gingko Corporation, a Delaware corporation (Parent) and
a company formed by Symphony Technology II-A, L.P., a Delaware limited partnership,
and affiliates of
2
Tennenbaum & Co., LLC,
a Delaware limited liability company. The Schedule TO relates to the offer by Purchaser
to purchase all outstanding shares of common stock, par value $0.01 per share (the Common
Stock), of Information Resources, Inc., a Delaware corporation (the Company),
and the associated preferred share purchase rights (the Rights, and together
with the Common Stock, the Shares) issued pursuant to the Rights Agreement,
as amended and restated as of October 27, 1997, and as further amended as of June 29,
2003, between the Company and Harris Trust and Savings Bank as Rights Agent (the Rights
Agreement), for $3.30 per Share, net to the seller in cash, without interest
thereon, plus one contingent value right (CVR) per Share representing the
right to receive an amount equal to a portion of potential lawsuit proceeds, if any, of
an antitrust lawsuit, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated July 14, 2003 (as amended, the Offer to Purchase),
and in the related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the Offer). Any capitalized
term that is used, and not defined in this document, shall have the meaning set forth in
the Schedule TO.
Items 1 through
9, and Item 11.
(1) The third to
last paragraph on the cover of the Offer to Purchase is deleted and replaced with the
following:
|
OUR
OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY TENDERED AND NOT
WITHDRAWN PRIOR TO THE EXPIRATION DATE A NUMBER OF SHARES OF COMMON STOCK (INCLUDING THE
ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS), OF INFORMATION RESOURCES, INC. THAT
REPRESENT A MAJORITY OF THE TOTAL NUMBER OF THOSE SHARES OUTSTANDING (AFTER GIVING
EFFECT TO THE EXERCISE OF ALL OUTSTANDING RIGHTS TO ACQUIRE SHARES OF INFORMATION
RESOURCES, INC.). |
(2) The following
caption and paragraphs are inserted immediately following the final paragraph appearing
in the Summary Term Sheet section of the Offer to Purchase under the caption
What is a CVR and is there an agreement governing the rights of tendering
stockholders who receive the CVRs in the offer?:
|
Is
it possible that the CVRs will not ultimately pay any amount to CVR holders? |
|
Cash
payments on the CVRs will be made only if, and to the extent that, Information Resources
receives proceeds (whether by settlement, judgment or otherwise) from its antitrust
lawsuit against The Dun & Bradstreet Corp., A.C. Nielsen Co. and IMS
International, Inc. If this litigation does not ultimately result in a judgment or
settlement that results in cash payments to Information Resources, the CVRs will be
worthless. It is not possible to predict the outcome of this litigation with any
certainty. |
|
The
above paragraph describing the CVRs is qualified in its entirety by reference to the form
of contingent value rights agreement, a copy of which is filed as an exhibit to the
Tender Offer Statement on Schedule TO filed by Gingko Acquisition Corp., Gingko
Corporation, Symphony Technology II-A, L.P. and Tennenbaum & Co., LLC pursuant to Rule 14d-3
under the Securities Exchange Act of 1934 with the Securities and Exchange Commission. |
(3) The following
caption and paragraph are added to the Summary Term Sheet section of the
Offer to Purchase following the paragraph under the caption Is it possible that
the CVRs will not ultimately pay any amount to CVR holders? which is added to the
Summary Term Sheet as set forth under Item 2 above:
3
|
What
are the terms of your current contingency fee arrangement relating to the pending
antitrust litigation? |
|
Information
Resources currently has a partial contingency fee arrangement with one of the law firms
representing it in its antitrust lawsuit against The Dun & Bradstreet Corp., A.C. Nielsen Co.
and IMS International, Inc. Under that arrangement, Information Resources has
agreed that, if it settles the case after the trial commences or obtains a verdict in its
favor, Information Resources will pay that firm an amount equal to the greater of (i) 5%
of the value of what Information Resources recovers from the defendants as a result of a
judgment rendered against or a settlement with them, or (ii) the difference between the
actual fees paid by Information Resources to that firm in connection with the litigation
and the fees that Information Resources would have incurred had it continued paying that
firm for services rendered for the period January 1, 2002 through the trial of the
litigation at that firms standard rates. If the litigation is settled and
dismissed before the beginning of a trial on its merits, Information Resources will
instead pay that firm $2.5 million as a contingency fee. Separate from the contingency
fee arrangement, Information Resources has also agreed to reimburse that law firm for
all discounts received by Information Resources on legal fees incurred in connection
with the litigation and related matters through (i) the period ending December 31, 2001 if
Information Resources settles or obtains a verdict in its favor after the trial commences; or (ii) the date of
settlement if a settlement occurs before the trial commences. In addition,
Information Resources has agreed to consider providing a success fee to one of the other
law firms representing it in the litigation, a law firm which is not currently entitled
to contingency fees, in an amount determined by Information Resources if Information
Resources determines, in its sole discretion, that a success fee is warranted. |
(4) The following
paragraph is added to the Summary Term Sheet section of the Offer to Purchase
following the first paragraph under the caption Do you have the financial resources
to make the cash payment under the offer?:
|
In
his capacity as a limited partner of Symphony Technology II-A, L.P. and pursuant to a
capital call by it, Dr. Romesh Wadhwani will be providing (a) $40 million to Symphony
Technology II-A, L.P. and its affiliates in order to enable Symphony Technology II-A,
L.P. to satisfy its capital contribution obligations to Gingko Corporation under the
commitment letter entered into among Symphony Technology II-A, L.P., Gingko
Corporation and Information Resources (subject to satisfaction of the conditions set
forth in that commitment letter) and (b) amounts necessary to satisfy its expense
reimbursement obligations under the commitment letter entered into among Tennenbaum
Capital Partners, LLC, as agent for entities the investments of which it manages,
Gingko Corporation and Symphony Technology II-A, L.P. Dr. Wadhwani is the
Chief Executive Officer and Managing Director of Symphony Technology II GP, LLC, the
sole general partner of Symphony Technology II-A, L.P. A portion of this equity
contribution may be refinanced by Symphony Technology II-A, L.P. at or after the offer
or merger through outside sources. |
(5) The first
sentence of the paragraph appearing in the Summary Term Sheet section of the
Offer to Purchase under the caption What are the most significant conditions to
the offer? is deleted and replaced with the following:
|
The
offer is conditioned upon, among other things, there being validly tendered and not
withdrawn before the expiration date a number of shares of Information Resources common
stock that represent a majority of the total number of those shares outstanding |
4
|
on
a fully diluted basis (after giving effect to the exercise of all outstanding rights to
acquire shares of Information Resources). |
(6) The first
sentence of the fifth paragraph under the heading Introduction appearing in
the Offer to Purchase is deleted and replaced with the following:
|
The
Offer is conditioned upon, among other things, there being validly tendered and not
withdrawn before the Expiration Date (as defined below) a number of Shares that represent
a majority of the total number of Shares outstanding on a fully diluted basis (the Minimum
Tender Condition). |
(7) The sixth
paragraph under the heading Introduction appearing in the Offer to Purchase
is deleted and replaced with the following:
|
According
to the Company, as of July 30, 2003, there were outstanding 30,162,809 Shares and
8,494,048 options to purchase Shares. As of that date, there were outstanding options to
purchase 740,300 Shares at an exercise price that is less than $3.30 per Share. While
the cash portion of the consideration in the Offer is $3.30 per Share, in light of the
fact that we are also offering one CVR per tendered Share pursuant to the Offer, it is
possible that a holder of an option with an exercise price of $3.30 or greater will
exercise his or her option. Based upon the number of outstanding Shares and options to
purchase Shares as reported by the Company as of July 30, 2003, and assuming an expiration date as of that date,
and in light of the fact that Purchaser and Parent do
not beneficially own any Shares as of the date of this document, the Minimum Tender
Condition would be satisfied if approximately 19,328,430 Shares are validly tendered
pursuant to the Offer and not withdrawn. |
(8) The following
four paragraphs are inserted prior to the final sentence appearing in the Offer to
Purchase under Introduction. The following four paragraphs are also inserted
after the eighth paragraph under the caption Purpose of the Offer; Plans for
the Company appearing in the Offer to Purchase under The OfferSection 12Purpose
of the Offer; Plans for the Company; Stockholder Approval; Appraisal Rights; The Merger
Agreement; The CVR Agreement:
|
We
would describe the role that the Companys current management may have with Parent
and the Company after completion of the Offer and the Merger as follows: |
|
|
Purchaser
has informed the Companys management during the past few days that, while no firm
decision has been reached, it does not currently expect to retain the Companys
current chief executive officer, Joseph P. Durrett, in the position of chief executive officer of the
Company beyond a brief transitional period after the closing of the Offer and the Merger. There also are no agreements,
arrangements or understandings between the Company, Parent or any of their respective
affiliates, on the one hand, and Mr. Durrett, on the other, other than those historical
agreements that have been disclosed in the Companys SEC filings. Furthermore, Mr.
Durrett will not receive any additional compensation on or in connection with the Offer
or the Merger, other than pursuant to the historical compensation arrangements that have
been disclosed in the Companys SEC filings; |
|
|
There
are no agreements, arrangements, understandings or commitments between the Company,
Parent or any of their respective affiliates, on the one hand, and any other current
director, officer, senior manager or employee of the Company, on the other, regarding
post-closing employment or compensation matters, other than those historical agreements
with the Company that have been disclosed in its SEC filings; |
5
|
|
There
have been no discussions or other communications between the Company, Parent or any of
their respective affiliates, on the one hand, and any current director, officer, senior
manager or employee of the Company, on the other, regarding the compensation of any such
individual by the Company or Parent, or any equity participation by any such individual
in the Company or Parent, after the closing of the Offer or the Merger; and |
|
|
Notwithstanding
these facts, like most buyers, Parent naturally needs management for the Company after
the closing of the Offer and the Merger. Accordingly, Parent currently expects to
attempt to retain many of the current officers and senior managers of the Company, other
than in all likelihood, Mr. Durrett (as described above), in their current or
substantially similar roles if they are able to agree on mutually acceptable employments
terms with any such individual. Parent also anticipates that it may retain individuals
as officers and senior managers of the Company who are not currently employed by the
Company. However, and as stated above, there are no agreements, arrangements,
understandings or commitments in any such respect. |
(9) The final
paragraph appearing in the Offer to Purchase under The OfferSection 2Acceptance
for Payment and Payment is deleted and replaced with the following:
|
If
any tendered Shares are not purchased pursuant to the Offer for any reason, or if
certificates are submitted for more Shares than are tendered, certificates for those
unpurchased or untendered Shares will be returned (or, in the case of Shares tendered by
book-entry transfer, those Shares will be credited to an account maintained at the
Book-Entry Transfer Facility), without expense to you, promptly following the expiration
or termination of the Offer. |
(10) The paragraph
following the caption Additional Information appearing in the Offer to
Purchase under The OfferSection 8Certain Information Concerning the
Company is deleted and replaced with the following:
|
The
Company is subject to the informational requirements of the Exchange Act and in
accordance with that statute files periodic reports, proxy statements and other
information with the SEC relating to its business, financial condition and other
matters. The Company is required to disclose in its proxy statements certain
information, as of particular dates, concerning the Companys directors and
officers, their remuneration, stock options granted to them, the principal holders of
the Companys securities and any material interest of those persons in transactions
with the Company. Such reports, proxy statements and other information may be inspected
at the public reference room maintained by the SEC at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. You may obtain information on the operation of the public
reference room by calling the SEC at 1-800-SEC-0330. Copies of that material can also be
obtained at prescribed rates from the Public Reference Section of the SEC at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, or free of charge at the Web site
maintained by the SEC at http://www.sec.gov. Such information should also be on file at
the Nasdaq Stock Market, Inc., 1735 K Street, N.W., Washington, D.C. 20006. |
(11) The following
paragraph is inserted after the first paragraph appearing in the Offer to Purchase under
The OfferSection 10Source and Amount of Funds:
|
In
his capacity as a limited partner of Symphony and pursuant to a capital call by it, Dr.
Romesh Wadhwani will be providing (a) $40 million to Symphony and its affiliates in order
to enable Symphony to satisfy its capital contribution obligations to Parent under |
6
|
the
Symphony Commitment Letter (subject to satisfaction of the conditions set forth therein)
and (b) amounts necessary to satisfy its expense reimbursement obligations under the TCP
Commitment Letter. Dr. Wadhwani is the Chief Executive Officer and Managing Director of
the Symphony GP, the sole general partner of Symphony. A portion of this equity
contribution may be refinanced by Symphony at or after the Offer or Merger through
outside sources. |
(12) The following
paragraph is inserted after the final paragraph appearing in the Offer to Purchase under
The OfferSection 11Background of the Offer:
|
Net
Operating Loss Carryforward. The Company has informed us that it has a net operating
loss (NOL) carryforward of approximately $116.8 million for U.S. federal
income tax purposes. In general, this NOL would be available to reduce taxable income
in future years. However, following a change of control, the Internal Revenue Code
imposes rules which generally have the effect of limiting the amount of NOL benefit that
may be claimed each year. The Company disclosed the amount of its NOL in its 2002 Form
10-K and to all parties that received the Companys descriptive memorandum,
including Symphony. The Companys Board of Directors and management considered the
benefit of the NOL throughout the negotiations with Symphony, its discussions with other
bidders and its consideration of other strategic alternatives. In the course of
negotiations, Symphony consistently stated that its offer price assumed that the Company
would retain all of its tax attributes after closing of any transaction, including the
NOL, and therefore, Symphony was not willing to share the benefit of any NOLs with the
CVR holders. Nevertheless, in light of the NOLs and the other tax benefits that may accrue to the
Company in respect of the CVR structure and payments, the parties compromised and agreed
to an assumed tax rate that was lower than the anticipated highest applicable combined
federal and state income tax rate to be applied to litigation proceeds in calculating
the CVR Payment Amount. |
(13) The third
sentence following the caption Purpose of the Offer; Plans for the Company in
the first paragraph appearing in the Offer to Purchase under The OfferSection 12Purpose
of the Offer; Plans for the Company; Stockholder Approval; Appraisal Rights; The Merger
Agreement; The CVR Agreement is deleted and replaced with the following:
|
If,
pursuant to the Offer, we accept for payment and pay for a number of Shares that
represent a majority of outstanding Shares, the Merger Agreement provides that Parent
will be entitled to designate representatives to serve on the Company Board in
proportion to our ownership of Shares following that purchase. |
(14) The second
sentence following the subheading Composition of the Board of Directors appearing
in the Offer to Purchase under The OfferSection 12Purpose of the
Offer; Plans for the Company; Stockholder Approval; Appraisal Rights; The Merger
Agreement; The CVR Agreement is deleted and replaced with the following:
|
Upon
the date on which Parent or Purchaser first accepts shares for payment pursuant to the
Offer (the Acceptance Date), Parent will be entitled to designate such number
of directors, rounded up to the next whole number, on the Company Board as is equal to
the product obtained by multiplying the total number of directors on such Board (giving
effect to the directors designated by Parent pursuant to this sentence) by the
percentage that the number of Shares purchased and paid for by Parent or Purchaser
pursuant to the Offer bears to the total number of Shares then outstanding. |
(15) The following
paragraph is inserted prior to the subheading Payment Calculation appearing
on page 46 of the Offer to Purchase under The OfferSection 12Purpose
of the
7
Offer; Plans for the
Company; Stockholder Approval; Appraisal Rights; The Merger Agreement; The CVR Agreement:
|
Contingency
Fee Arrangements. The Company currently has a partial contingency fee arrangement with
one of the law firms representing it in the Litigation. Under that arrangement, the
Company has agreed that, if it settles the case after the trial commences or obtains a
verdict in its favor, the Company will pay that firm an amount equal to the greater of
(i) 5% of the value of what the Company recovers from the defendants as a result of a
judgment rendered against or a settlement with them, or (ii) the difference between the
actual fees paid by the Company to that firm in connection with the Litigation and the
fees that the Company would have incurred had it continued paying that firm for services
rendered for the period January 1, 2002 through the trial of the Litigation at that firms
standard rates. If the Litigation is settled and dismissed before the beginning of a
trial on its merits, the Company will instead pay that firm $2.5 million as a
contingency fee. Separate from the contingency fee arrangement, the Company has also
agreed to reimburse that law firm for all discounts received by the Company on legal fees
incurred in connection with the Litigation and related matters through (i) the period ending December 31, 2001
if the Company settles or obtains a verdict in its favor after the trial commences; or (ii) the date of
settlement if a settlement occurs before the trial commences. In
addition, the Company has agreed to consider providing a success fee to one of the other
law firms representing it in the Litigation, which law firm is not currently entitled to
contingency fees, in an amount determined by the Company, if the Company determines, in
its sole discretion, that a success fee is warranted. |
(16) The text of
subparagraph (ii) appearing in the Offer to Purchase under The OfferSection
14Conditions of the Offer is deleted and replaced with the following:
|
(ii)
if, immediately prior to the Expiration Date, any of the following conditions exist: |
(17) The text of
subparagraph (ii)(C) appearing in the Offer to Purchase under The OfferSection
14Conditions of the Offer is amended by adding the following at the end of
the paragraph:
|
(Company
Material Adverse Effect is defined under the caption The Merger AgreementRepresentations
and Warranties appearing in this Offer to Purchase under The OfferSection
12Purpose of the Offer; Plans for the Company; Stockholder Approval; Appraisal
Rights; The Merger Agreement; The CVR Agreement.) |
(18) The text of the
second to last paragraph appearing in the Offer to Purchase under The OfferSection
14Conditions of the Offer is deleted and replaced with the following:
|
The
foregoing conditions are for the sole benefit of Purchaser and Parent and may be asserted
by Purchaser or Parent in their reasonable discretion regardless of the circumstances
giving rise to that condition or may be waived by Purchaser and Parent in whole or in
part at any time and from time to time before the Expiration Date. The failure by
Parent, Purchaser or any other affiliate of Parent at any time to exercise any of the
foregoing rights shall not be deemed a waiver of any such right; the waiver of any such
right with respect to particular facts and circumstances shall not be deemed a waiver
with respect to any other facts and circumstances, and each such right shall be deemed
an ongoing right that may be asserted at any time and from time to time before the
Expiration Date. |
8
Item 10. Financial
Statements.
Not applicable.
Item 12. Exhibits.
(a)(1)(A)** |
Offer
to Purchase, dated July 14, 2003. |
(a)(1)(B)** |
Letter
of Transmittal. |
(a)(1)(C)** |
Notice
of Guaranteed Delivery. |
(a)(1)(D)** |
Letter
to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
(a)(1)(E)** |
Letter
to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees. |
(a)(1)(F)** |
Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9. |
(a)(1)(G)* |
Text
of press release issued by Information Resources, Inc., Symphony Technology II-A,
L.P. and Tennenbaum Capital Partners, LLC on June 29, 2003. |
(a)(1)(H)** |
Summary
advertisement published July 14, 2003. |
(b)(1)** |
Commitment
letter dated as of June 29, 2003 among Tennenbaum Capital Partners, LLC, as agent
for one or more entities managed by Tennenbaum Capital Partners, LLC, Gingko Corporation
and Symphony Technology II-A, L.P. |
(b)(2)** |
Commitment
letter dated as of June 29, 2003 among Symphony Technology II-A, L.P., Gingko
Corporation and Information Resources, Inc. |
(d)(1)** |
Agreement
and Plan of Merger dated as of June 29, 2003 by and among Gingko Corporation, Gingko
Acquisition Corp. and Information Resources, Inc. |
(d)(2)** |
Form
of Contingent Value Rights Agreement by and among Information Resources, Inc.,
Gingko Corporation, Gingko Acquisition Corp. and the Rights Agents (as defined therein). |
(d)(3)** |
Confidentiality
Agreement, dated February 19, 2003, between Symphony Technology Group and
Information Resources, Inc. |
* Previously filed
with the SEC on Parents and Purchasers Schedule TO-C, dated June 30, 2003.
** Previously filed with the SEC on Parents and Purchasers Schedule TO, dated July 14, 2003.
9
SIGNATURE
After due inquiry and
to the best of my knowledge and belief, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Dated: August 1, 2003
|
|
Name:
William Chisholm Title: Executive Vice President |
|
|
Name:
William Chisholm Title: Executive Vice President |
|
SYMPHONY
TECHNOLOGY II-A, L.P. |
|
By: |
Symphony Technology II GP, LLC its General Partner |
|
|
Name:
William Chisholm Title: Managing Member |
|
By: |
/s/ Howard M. Levkowitz
|
|
|
Name:
Howard M. Levkowitz Title: Principal |
|
SYMPHONY
TECHNOLOGY II GP, LLC |
|
|
Name:
William Chisholm Title: Managing Member |
10
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