SC TO-T/A

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. 8)

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,
ROMESH WADHWANI and affiliates of
TENNENBAUM & CO., LLC
and by
INFORMATION RESOURCES, INC. LITIGATION CONTINGENT
PAYMENT RIGHTS TRUST
(Names of Filing Persons—Offerors)

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

o 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: ___________________	Filing Party: __________________
Form or Registration No.: __________________	Date Filed: _______________________

o 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.

o issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o 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. o

Items 1 through 9 and Item 11.

     This Amendment No. 8 to the Tender Offer Statement on Schedule TO amends and supplements the statement originally filed with the Securities and Exchange Commission on September 8, 2003, as amended by Gingko Acquisition Corp., a Delaware corporation (“Purchaser”) and 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, Symphony Technology II GP, LLC, a Delaware limited liability company, Romesh Wadhwani and affiliates of Tennenbaum & Co., LLC, a Delaware limited liability company. The Schedule TO was also filed by Information Resources, Inc. Litigation Contingent Payment Rights Trust, a statutory trust formed by Information Resources, Inc. under the Delaware Statutory Trust Act. This 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 and September 7, 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, plus one contingent value right certificate (“CVR Certificate”) 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 September 8, 2003 (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. The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference with respect to Items 1 through 9 and 11 of this Schedule TO.

The Offer to Purchase is further amended as follows:

(1) The following paragraph is inserted immediately following the last paragraph under the heading “The Offer—Section 11—Background of the Offer”:

     “On October 13, 2003, a representative of Open Ratings, Inc. contacted a representative of William Blair by telephone. The Open Ratings representative inquired about the process for obtaining the Company’s descriptive memorandum for use in preparing a possible offer for the Company. The William Blair representative referred the Open Ratings representative to the relevant provisions of the Merger Agreement governing contacts with third parties considering proposing an alternative transaction with the Company and the provision of the Company’s nonpublic information to any such potential acquiror prior to completion of the Merger. On October 14, 2003, the Company notified Parent of the Open Ratings contact, as required under the Merger Agreement.

     On October 22, 2003, Open Ratings sent a letter to the Company containing a non-binding indication of interest to acquire all of the outstanding shares of Company Common Stock for at least $3.75 per share in cash, together with a commitment to fund the Litigation and contingent value rights along the lines of those being offered by Purchaser. This non-binding indication of interest was conditioned on a satisfactory due diligence review of the Company by Open Ratings and its potential financing sources, the negotiation of mutually satisfactory definitive agreements, the receipt of sufficient equity and debt financing commitments and the termination of the Merger Agreement. On October 23, 2003, in response to a question from the William Blair representatives, Open Ratings indicated that the terms of its contingent value rights would be at least as favorable as those of the CVR Certificates.

     At meetings held on October 23 and 24, 2003, the Company Board met together with its legal and financial advisors to discuss and consider the Open Ratings indication of interest. After careful consideration, the Company Board determined that the Open Ratings indication of interest could not reasonably be expected to lead to a binding offer superior to the transaction with Purchaser. The Company Board unanimously reaffirmed its recommendation that the Company’s stockholders accept the Offer and tender their shares of Company Common Stock pursuant to the Offer.

     On October 25, 2003 the Company issued a press release announcing its determination with respect to the Open Ratings proposal and the reaffirmation of its recommendation of Purchaser’s Offer. A copy of the press release is filed as Exhibit (a)(5)(D) hereto.”

Item 10. Financial Statements.

     Not applicable. The Offer to Purchase does not include historical financial statements of the Trust, as the Trust is a newly formed entity that currently has only nominal assets and liabilities. Future filings of the Trust under the Securities Exchange Act of 1934 will include financial statements of the Trust if, and to the extent, required by applicable law. In addition, the Trust will be the indirect beneficiary of an escrow account established to fund expenses of the Litigation (as described under “The Offer—Section 12—Purpose of the Offer; Plans for the Company; Stockholder Approval; Appraisal Rights; The Merger Agreement; The CVR Agreement; The Declaration of Trust—The CVR Agreement—Funding of Claims Expenses”). The Trust expects to include appropriate financial disclosure with respect to the income and losses on amounts deposited in and expenditures made from this escrow account in future Securities Exchange Act filings.

Item 11. Additional Information.

     On October 25, 2003, Information Resources announced that it has received an unsolicited, non-binding indication of interest from Open Ratings, Inc. to acquire all of the outstanding shares of Information Resources common stock for at least $3.75 per share in cash, together with

Contingent Value Rights (“CVRs”) associated with Information Resources’ antitrust lawsuit pending against ACNielsen Co., The Dun & Bradstreet Corp. and IMS International, Inc. (“Antitrust Lawsuit”), and certain commitments to fund the Antitrust Lawsuit, on terms at least as favorable as those being offered by Gingko Acquisition Corp. (“Gingko”).

     In its press release, Information Resources noted that under the terms of its previously announced merger agreement with Gingko, the Information Resources Board of Directors, consistent with its fiduciary duties, may consider alternative transactions that could reasonably be expected to lead to a proposal that is superior to Gingko’s. Information Resources announced that after careful consideration, including consultation with its independent financial and legal advisors, the Information Resources Board of Directors determined that Open Ratings’ indication of interest could not reasonably be expected to lead to a binding offer superior to the Gingko transaction.

     Information Resources also announced that its Board unanimously reaffirmed its recommendation that Information Resources shareholders tender their shares into the Gingko offer. The press release also noted that Gingko has informed Information Resources that it will not respond to Open Ratings’ indication of interest with either an extension of its tender offer or with a change to the terms of its offer. The press release issued by Information Resources on October 25, 2003 is attached hereto as Exhibit (a)(5)(D) to this Schedule TO.

Item 12. Additional Information.

(a)(1)(A)****	Offer to Purchase, dated September 8, 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)****	Letter dated September 8, 2003 to Stockholders of Information Resources, Inc. who tendered shares pursuant to Purchaser’s prior offer launched July 14, 2003.
(a)(1)(H)**	Text of press release issued by Gingko Acquisition Corp. and Information Resources, Inc. on September 8, 2003.

(a)(1)(I)+++	Text of press release issued by Gingko Acquisition Corp. on October 7, 2003.
(a)(1)(J)##	Text of press release issued by Gingko Acquisition Corp. on October 20, 2003.
(a)(2)(A)****	Letter to Stockholders of Information Resources, Inc. from Symphony Technology Group dated as of September 8, 2003.
(a)(4)(A)***	Registration Statement on Form S-4 of Information Resources, Inc. Litigation Contingent Payment Rights Trust dated September 8, 2003.
(a)(4)(B)++++	Amendment No. 1 to Registration Statement on Form S-4 of Information Resources, Inc. Litigation Contingent Payment Rights Trust dated October 10, 2003.
(a)(4)(C)###	Supplement to Offer to Purchase and to the Prospectus which is a part of the Registration Statement on Form S-4 of Information Resources, Inc. Litigation Contingent Payment Rights Trust, dated October 20, 2003.
(a)(4)(D)####	Amendment No. 2 to Registration Statement on Form S-4 of Information Resources, Inc. Litigation Contingent Payment Rights Trust dated October 20, 2003.
(a)(5)(A)+	Transcript of Conference Call held by Purchaser and the Company on September 8, 2003.
(a)(5)(B)++	Analysis of CVRs Based on Agreed 34% Tax Rate vs. Hypothetical Sharing of NOL with CVR Holders distributed to shareholders on September 29, 2003.
(a)(5)(C)#	Letter from Symphony Technology Group, on behalf of Gingko Acquisition Corp., and Information Resources, Inc. to Non-Institutional Stockholders of Information Resources, Inc. dated October 16, 2003.
(a)(5)(D)	Text of press release issued by Information Resources, Inc. on October 25, 2003.
(b)(1)****	Commitment letter dated as of September 7, 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 September 7, 2003 among Symphony Technology II-A, L.P., Gingko Corporation and Information Resources, Inc.
(d)(1)****	Agreement and Plan of Merger dated as of September 7, 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. Litigation Contingent Payment Rights Trust, Information Resources, Inc., Gingko Corporation, Gingko Acquisition Corp. and the Rights Agents (as defined therein).
(d)(3)***	Certificate of Trust of Information Resources, Inc. Litigation Contingent Payment Rights Trust dated as of August 27, 2003.
(d)(4)***	Declaration of Trust of Information Resources, Inc. Litigation Contingent Payment Rights Trust dated as of August 27, 2003.
(d)(5)***	Form of Amended and Restated Declaration of Trust of Information Resources, Inc. Litigation Contingent Payment Rights Trust to be entered into among Information Resources, Inc., as Sponsor, and the institutional trustee, Delaware trustee, and litigation trustees to be named therein.
(d)(6)*	Confidentiality Agreement, dated February 19, 2003, between Symphony Technology Group and Information Resources, Inc.
(d)(7)^	Amendment No. 1 to the Agreement and Plan of Merger, dated as of October 19, 2003, by and among Gingko Corporation, Gingko Acquisition Corp. and Information Resources, Inc.
(d)(8)^	First Amended and Restated Form of Contingent Value Rights Agreement by and among Information Resources, Inc. Litigation Contingent Payment Rights Trust, Information Resources, Inc., Gingko Corporation, Gingko Acquisition Corp. and the Rights Agents (as defined therein).
(d)(9)^	Form of Stockholder Tender and Voting Agreement by and among Gingko Corporation, Gingko Acquisition Corp. and [Name of Stockholder].
(g)	Not applicable.
(h)	Not applicable.

*	Incorporated by reference to Parent’s and Purchaser’s Schedule TO filed with the SEC on July 14, 2003.
**	Previously filed with the SEC on Parent’s and Purchaser’s Schedule TO-C, dated September 8, 2003.
***	Incorporated by reference to the Registration Statement on Form S-4 of Information Resources, Inc. Litigation Contingent Payment Rights Trust filed with the SEC on September 8, 2003.
****	Incorporated by reference to Parent’s and Purchaser’s Schedule TO, dated September 8, 2003.
+	Incorporated by reference to Purchaser’s filing pursuant to Rule 425 under the Securities Act of 1933 filed with the SEC on September 9, 2003.
++	Incorporated by reference to Purchaser’s filing pursuant to Rule 425 under the Securities Act of 1933 filed with the SEC on September 29, 2003.
+++	Incorporated by reference to Purchaser’s filing pursuant to Rule 425 under the Securities Act of 1933 filed with the SEC on October 7, 2003.
++++	Incorporated by reference to Amendment No. 1 to the Registration Statement on Form S-4 of Information Resources, Inc. Litigation Contingent Payment Rights Trust filed with the SEC on October 10, 2003.
#	Incorporated by reference to Purchaser’s filing pursuant to Rule 425 under the Securities Act of 1933 filed with the SEC on October 16, 2003.
##	Incorporated by reference to Purchaser’s filing pursuant to Rule 425 under the Securities Act of 1933 filed with the SEC on October 20, 2003.

###	Incorporated by reference to the Supplement to Offer to Purchase and to the Prospectus which is a part of the Registration Statement on Form S-4 of Information Resources, Inc. Litigation Contingent Payment Rights Trust, filed with the SEC on October 20, 2003 pursuant to Rule 425 under the Securities Act of 1933.
####	Incorporated by reference to Amendment No. 2 to the Registration Statement on Form S-4 of Information Resources, Inc. Litigation Contingent Payment Rights Trust filed with the SEC on October 21, 2003.
^	Incorporated by reference to Amendment No. 6 to Parent’s and Purchaser’s Schedule TO, dated October 20, 2003.

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: October 27, 2003

GINGKO ACQUISITION CORP.

By: /s/ William Chisholm  

Name:
Title: William Chisholm
Executive Vice President

GINGKO CORPORATION

By: /s/ William Chisholm  

Name:
Title: William Chisholm
Executive Vice President

SYMPHONY TECHNOLOGY II-A, L.P.

By:	Symphony Technology II GP, LLC, its General Partner
By:	/s/ William Chisholm

Name:
Title: William Chisholm
Managing Member

SYMPHONY TECHNOLOGY II GP, LLC

By: /s/ William Chisholm  

Name:
Title: William Chisholm
Managing Member

ROMESH WADHWANI

/s/ Romesh Wadhwani 

Name: Romesh Wadhwani

TENNENBAUM & CO., LLC

By: /s/ Howard M. Levkowitz  

Name:
Title: Howard M. Levkowitz
Principal

INFORMATION RESOURCES, INC. LITIGATION CONTINGENT PAYMENT RIGHTS TRUST

By: Information Resources, Inc.,
its Sponsor

By: /s/  Joseph P. Durrett

Name:
Title: Joseph P. Durrett
Chairman, Chief Executive
Officer and President

EX-99.A5D

EXHIBIT (a)(5)(D)

FOR IMMEDIATE RELEASE

IRI RECEIVES INDICATION OF INTEREST FROM OPEN RATINGS

IRI Board Reaffirms Recommendation For IRI Shareholders
To Tender Into Gingko Offer

CHICAGO – October 25, 2003 – Information Resources, Inc. (IRI) (NASDAQ:IRIC) said today that it has received an unsolicited, non-binding indication of interest from Open Ratings, Inc. to acquire all of the outstanding shares of IRI common stock for at least $3.75 per share in cash, together with Contingent Value Rights (CVRs) associated with IRI’s antitrust lawsuit pending against ACNielsen Co., The Dun & Bradstreet Corp. and IMS International, Inc. (Antitrust Lawsuit), and certain commitments to fund the Antitrust Lawsuit, on terms at least as favorable as those being offered by Gingko Acquisition Corp.

Under the terms of IRI’s previously announced merger agreement with Gingko, the IRI Board, consistent with its fiduciary duties, may consider alternative transactions that could reasonably be expected to lead to a proposal that is superior to Gingko’s. After careful consideration, including consultation with its independent financial and legal advisors, the IRI Board of Directors determined that Open Ratings’ indication of interest could not reasonably be expected to lead to a binding offer superior to the Gingko transaction.

The IRI Board also unanimously reaffirmed its recommendation that IRI shareholders tender their shares into the Gingko offer.

In making its determination that Open Ratings’ indication of interest could not reasonably be expected to lead to a superior binding offer, the IRI Board considered, among other things, that:

• Open Ratings’ indication of interest is “non-binding” and subject to significant conditions including obtaining financing and satisfactory completion of extensive due diligence by Open Ratings and each of its financing sources;
  
• Open Ratings does not have committed financing and IRI’s Board expressed significant concern that Open Ratings will be able to secure debt financing at the level suggested by its indication of interest. Despite numerous requests from IRI since receiving Open Ratings’ indication of interest, Open Ratings has been unwilling to provide even the name of its potential source of debt financing. Further, Open Ratings has indicated to IRI’s advisors that its potential source of debt financing has not yet been informed of IRI’s identity. Open Ratings has also indicated that any firm financing commitments would require extensive due diligence by Open Ratings and each of its financing sources;
  
• Dun & Bradstreet, a co-defendant in IRI’s Antitrust Lawsuit, is both an owner and a strategic business partner of Open Ratings. The Board believes that this is a potentially serious conflict of interest in Open Ratings’ ability to deliver to the IRI shareholders full value for their investment, which includes both cash and maximization of any potential lawsuit proceeds; and
  

Page 2

• Open Ratings’ indication of interest arrived eight months after IRI announced that the Company had hired William Blair & Company, L.L.C. to explore strategic alternatives in a publicly announced process, almost four months after the announcement of Gingko’s original offer to acquire IRI, and only eight trading days prior to the expiration of Gingko’s tender offer.
  

Pursuant to its obligations under its merger agreement with Gingko, IRI informed Gingko of Open Ratings’ indication of interest. Gingko informed IRI that it will not respond to Open Ratings’ indication of interest with either an extension of its tender offer or with a change to the terms of its offer.

As previously announced, IRI has entered into a definitive merger agreement with Gingko, under which Gingko has commenced a tender offer for all the outstanding shares of IRI for $3.30 in cash for each IRI share plus a registered and tradable CVR, entitling the CVR holders to share in the proceeds, if any, from IRI’s antitrust suit pending against ACNielsen Co., The Dun & Bradstreet Corp. and IMS International, Inc. Specifically, the CVR holders are entitled to 68% of any potential litigation proceeds under $200 million, and 75% of any such proceeds in excess of $200 million, in each case subject to adjustments for taxes, contingencies and certain other items. Gingko’s tender offer for IRI is set to expire at 12:00 midnight, New York City time, on October 31, 2003.

For more information on the tender offer, visit the IRI web site at www.infores.com/public/global/investors/ or contact MacKenzie Partners, Inc., the Information Agent for the Gingko tender offer, at (800) 322-2885.

William Blair & Company, L.L.C. is serving as financial advisors to IRI and Winston & Strawn LLP is serving as legal counsel.

About IRI

IRI is a leading provider of UPC scanner- and panel-based business solutions to the consumer packaged goods and healthcare industries, offering services in the U.S., Europe and other international markets. IRI supplies CPG and pharmaceutical manufacturers, retailers, and brokers with information and analysis critical to their sales, marketing, and supply chain operations. IRI provides services designed to deliver value through an enhanced understanding of the consumer to a majority of the Fortune 500 companies in the CPG industry. More information is available at www.infores.com.

Certain Additional Information for Stockholders

Gingko Acquisition Corp.’s solicitation and offer to purchase Information Resources, Inc. common stock is only made pursuant to the Offer to Purchase dated September 8, 2003 and related materials (including the Registration Statement on Form S-4 and preliminary prospectus dated September 8, 2003 of Information Resources, Inc. Litigation Contingent Payment Rights Trust), each as amended from time to time. Stockholders should read these materials carefully because they contain important information, including the terms and conditions of the tender offer. Stockholders can obtain the Offer to Purchase and related materials at no cost from the SEC’s website at www.sec.gov or from MacKenzie Partners, the Information Agent for the Gingko tender offer.

Page 3

Forward-Looking Statements

This document contains certain forward-looking statements about IRI and/or the Antitrust Lawsuit and the Gingko transaction. When used in this document, the words "anticipates", "may", "can", "believes", "expects", "projects", "intends", "likely", and similar expressions as they relate to IRI, its Antitrust Lawsuit or the Gingko transaction are intended to identify those assertions as forward-looking statements. In making any such statements, the person making them believes that its expectations are based on reasonable assumptions. However, any such statement may be influenced by factors that could cause actual outcomes and results to be materially different from those projected or anticipated. These forward-looking statements are subject to numerous risks and uncertainties. There are various important factors that could cause actual results to differ materially from those in any such forward-looking statements, many of which are beyond the control of IRI including: the impact of general economic conditions in regions in which IRI currently does business, industry conditions, including competition, data availability and cost and the ability to renew existing customer contracts and relationships; fluctuations in exchange rates and currency values; capital expenditure requirements; legislative or regulatory requirements, changes in the tax laws, interest rates; access to capital markets; and the timing of and any value to be received in connection with the Antitrust Lawsuit and the CVRs. The actual results or performance by IRI and the actual proceeds (if any) to be received by IRI in respect of the Antitrust Lawsuit or the CVRs, could differ materially from those expressed in, or implied by, these forward-looking statements. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations and financial condition of IRI or the outcome of the Antitrust Lawsuit or the proceeds to be received in respect of the CVRs.

Media Contact Information

IRI	Additional Contacts
Kristin Van	Joele Frank, Wilkinson Brimmer Katcher
312-474-3384	Barrett Godsey
kristin.van@infores.com	Joele Frank
	212-355-4449