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. 12)

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. 12 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.

               Items 1-9 and 11 are hereby amended and supplemented as follows:

“On December 2, 2003, Purchaser issued a press release announcing that, based upon a preliminary tally by LaSalle Bank N.A., the depositary for its tender offer, and the tender of Shares pursuant to notices of guaranteed delivery, approximately 27,879,979 Shares had been tendered as of Monday, December 1, 2003 at 12:00 midnight, New York City time, representing approximately 88.56% of the outstanding Shares. Purchaser has accepted all of the Shares that were validly tendered in the subsequent offering period, and will be promptly paying the offer consideration for those Shares.

In its press release, Purchaser also reminded stockholders that a tender of Shares in this amount would enable Purchaser to exercise its top-up option to acquire additional Shares under the Merger Agreement. Upon exercise of this option, Purchaser would own more than 90% of the Shares, which would allow Purchaser to engage in a “short-form” merger with the Company under Delaware law without requiring a vote of the Company’s stockholders.

Additionally, in its press release Purchaser noted that approximately 492,610 of the 27,879,979 tendered Shares were delivered pursuant to notices of guaranteed delivery at the expiration of the current portion of the subsequent offering period, which means Share certificates have not yet been physically delivered for those Shares. While stockholders who tender their Shares pursuant to a notice of guaranteed delivery have a legal obligation to tender their Shares, Purchaser is awaiting physical delivery of these Share certificates before it may proceed with exercising its top-up option and effecting its merger with the Company.

Finally, in its press release Purchaser stated that in addition to the 492,610 Shares tendered pursuant to notices of guaranteed delivery at the expiration of the current portion of the subsequent offering period as described above, Purchaser continues to await the physical delivery of certificates for some additional Shares that were previously tendered pursuant to notice of guaranteed delivery as of the expiration of the original tender offer period. These additional Shares have not yet been physically delivered on a timely basis, notwithstanding the clear obligation under a notice of guaranteed delivery to do so.

The full text of the press release is filed as Exhibit (a)(5)(J) hereto and is incorporated by reference herein.”

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 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.
(a)(5)(E)^^^^	Text of press release issued by Information Resources, Inc. on October 29, 2003.
(a)(5)(F)^^^	Text of press release issued by Purchaser on October 30, 2003.
(a)(5)(G)>	Text of press release issued by Purchaser on November 3, 2003.
(a)(5)(H)>>	Text of press release issued by Purchaser on November 20, 2003.
(a)(5)(I)>>	Text of press release issued by Purchaser on November 24, 2003.
(a)(5)(J)	Text of press release issued by Purchaser on December 2, 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.
^^	Previously filed with the SEC as Exhibit (a)(5)(D) to Amendment No. 8 to Parent’s and Purchaser’s Schedule TO, dated October 28, 2003.
^^^	Incorporated by reference to Purchaser’s filing pursuant to Rule 425 under the Securities Act of 1933 filed with the SEC on October 31, 2003.
^^^^	Previously filed with the SEC as Exhibit (a)(5)(E) to Amendment No. 9 to Parent’s and Purchaser’s Schedule TO, filed with the SEC on October 31, 2003.
>	Previously filed with the SEC as Exhibit (a)(5)(G) to Amendment No. 10 to Parent’s and Purchaser’s Schedule TO, filed with the SEC on November 4, 2003.
>>	Previously filed with the SEC as an exhibit to Amendment No. 11 to Parent’s and Purchaser’s Schedule TO, filed with the SEC on November 26, 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: December 2, 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: /s/  Joseph P. Durrett

Name:
Title: Joseph P. Durrett
Litigation Trustee

EX-99.A.5.J

Exhibit (a)(5)(J)

GINGKO ACQUISITION CORP. ANNOUNCES
SUCCESSFUL CONCLUSION OF TENDER OFFER
FOR SHARES OF INFORMATION RESOURCES, INC.

Should Enable Short-Form Merger between IRI and Gingko

PALO ALTO, Calif. – December 2, 2003 – Gingko Acquisition Corp. (Gingko) announced today that, based upon a preliminary tally by LaSalle Bank N.A., the depositary for its tender offer (LaSalle), and the tender of shares pursuant to notices of guaranteed delivery, approximately 27,879,979 shares of common stock of Information Resources, Inc. (IRI) (Nasdaq: IRIC) had been tendered into Gingko’s tender offer as of Monday, December 1, 2003 at 12:00 midnight, New York City time. This figure represents approximately 88.56% of the outstanding shares of IRI common stock. Gingko has accepted all of the shares that were validly tendered in the subsequent offering period, and will be promptly paying the offer consideration for those shares of one CVR and $3.30 in cash per share, the same consideration paid throughout the offering period.

A tender of shares in this amount would enable Gingko to exercise its top-up option under its merger agreement with IRI to acquire the number of additional IRI common shares that is necessary for Gingko to own more than 90% of IRI’s outstanding common shares. As previously announced, Gingko’s acquisition of at least 90% of IRI’s outstanding common shares will allow Gingko to engage in a short-form merger with IRI under Delaware law without requiring a stockholder vote. On closing of the merger, all remaining IRI stockholders will receive the same CVR and $3.30 in cash per share that were issued and paid in the offer.

Approximately 492,610 of the 27,879,979 tendered shares noted above were delivered pursuant to notices of guaranteed delivery at the expiration of the current portion of the subsequent offering period, which means that certificates for these shares have not yet been physically delivered. While shareholders who tender their shares pursuant to a notice of guaranteed delivery have a legal obligation to tender their shares, Gingko is awaiting physical delivery of these share certificates before it may proceed with exercising its top-up option and effecting its merger with IRI.

In addition to the approximately 492,610 shares of IRI common stock tendered pursuant to notices of guaranteed delivery at the expiration of the current portion of the subsequent offering period as described above, Gingko continues to await the physical delivery of certificates for some of the additional IRI shares that were previously tendered pursuant to notice of guaranteed delivery as of the expiration of the original tender offer period. These additional shares have not yet been physically delivered on a timely basis, notwithstanding the clear obligation under a notice of guaranteed delivery to do so.

For More Information  

For more information, please contact the Information Agent for the offer, MacKenzie Partners, Inc. at 800-322-2885 or 212-929-5500, attn: Dan Burch, Bob Marese or Charles Koons.

About Gingko Acquisition Corp.  

Gingko Acquisition Corp. is a company formed by Symphony Technology II-A, L.P. and affiliates of Tennenbaum & Co., LLC.  

About Symphony Technology Group, LLC  

Symphony is a leading investor in enterprise software and services companies. Led by entrepreneurs and executives with strong track records and deep experience in strategy and operations, Symphony invests in companies that are or can become market leaders. Symphony applies its strategic and operational expertise and capital to enable the business transformation of its portfolio companies.  

Through its portfolio company, SymphonyRPM, Symphony also provides proprietary performance management solutions and software for the real-time enterprise: solutions that can help CPG manufacturers and retailers deliver the business outcomes they most care about such as revenue, margins and customer satisfaction by enabling and automating the analysis, and integration of enormous quantities of data from retailers and from internal ERP and legacy systems, by making it easier to expand the use of marketing data throughout the company, and by linking marketing decisions to sales, operations and overall financial performance. More information is available at www.symphonytg.com.

About Tennenbaum Capital Partners, LLC  

Tennenbaum Capital Partners, LLC is a private investment company based in Los Angeles that invests across the capital structure in both debt and equity of publicly traded and private companies. The firm currently has approximately $1.7 billion in long-term capital under management and primarily invests in companies in transition where traditional sources of capital are not readily available. More information is available at www.tennenco.com.  

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.

Media Contact Information
Gingko or Symphony
Bill Chisholm
650-935-9500
bill@symphonytg.com

MacKenzie Partners
Charlie Koons
212-929-5500
ckoons@mackenziepartners.com

Certain Additional Information for Stockholders

The 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 tender offer.  

Forward-Looking Statements

This document contains certain forward-looking statements about IRI, Gingko and/or the ACNielsen lawsuit and the CVRs. When used in this document, the words “anticipates”, “may”, “can”, “believes”, “expects”, “projects”, “intends”, “likely”, and similar expressions (and any statements at all relating to CVR or lawsuit proceeds and taxes at the time of any CVR distribution) as they relate to IRI, Gingko, the management of either such company, the transaction, the ACNielsen lawsuit or the CVRs 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, Gingko, and Symphony, 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 ACNielsen lawsuit and the CVRs. The actual results or performance by IRI or Gingko, and the actual proceeds (if any) to be received by IRI in respect of the ACNielsen 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 Gingko or the outcome of the ACNielsen lawsuit or the proceeds to be received in respect of the CVRs.