SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
GINGKO ACQUISITION CORP

(Last) (First) (Middle)
4015 MIRANDA AVE
2ND FL.

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
INFORMATION RESOURCES INC [ IRIC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/09/2003
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/09/2003 P(1)(2) 170,000 A $3.3(1)(2) 27,564,882 D(3)(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
GINGKO ACQUISITION CORP

(Last) (First) (Middle)
4015 MIRANDA AVE
2ND FL.

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GINGKO CORP

(Last) (First) (Middle)
4015 MIRANDA AVE
2ND FL.

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SYMPHONY TECHNOLOGY II A LP

(Last) (First) (Middle)
101 REDWOOD SHORES PARKWAY
SUITE 210

(Street)
REDWOOD CITY CA 95065

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TENNENBAUM & CO LLC

(Last) (First) (Middle)
1999 AVENUE OF THE STARS
32ND FLOOR

(Street)
LOS ANGELES CA 90067-6100

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
WADHWANI ROMESH

(Last) (First) (Middle)
470 JUANITA WAY

(Street)
LOS ALTOS CA 94022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SYMPHONY TECHNOLOGY II GP LLC

(Last) (First) (Middle)
4015 MIRANDA AVE
2ND FL

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SVAR MM LLC

(Last) (First) (Middle)
11100 SANTA MONICA BLVD
STE 210

(Street)
LOS ANGELES CA 90026

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SVIM MSM II LLC

(Last) (First) (Middle)
11100 SANTA MONICA BLVD
STE 210

(Street)
LOS ANGELES CA 90026

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TENNENBAUM MICHAEL E

(Last) (First) (Middle)
11100 SANTA MONICA BLVD
STE 210

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TENNENBAUM CAPITAL PARTNERS LLC

(Last) (First) (Middle)
11100 SANTA MONICA BLVD.
SUITE 210

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Pursuant to an Offer to Purchase, dated September 8, 2003 (the "Offer to Purchase"), as amended by Gingko Acquisition Corp. ("Acquisition Corp."), a wholly owned subsidiary of Gingko Corporation ("Gingko") and a company formed by Symphony Technology II-A, L.P. ("Symphony"), Symphony Technology II GP, LLC ("Symphony GP"), Romesh Wadhwani and affiliates of Tennenbaum & Co., LLC ("TCO"), Acquisition Corp. commenced a tender offer for all outstanding shares of common stock (the "Common Stock") of Information Resources, Inc. (the "Company"),
2. (continued from footnote 1)... 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 and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer").
3. The reported securities are owned directly by Acquisition Corp., and indirectly by Gingko as the sole shareholder of Acquisition Corp. Special Value Absolute Return Fund, LLC ("SVAR") is the record owner of 39.6% of Gingko. Special Value Bond Fund II, LLC ("Fund II") is the record owner of 21.9% of Gingko, a separate account managed by Tennenbaum Capital Partners, LLC ("TCP") is the record owner of 0.4% of Gingko and Symphony owns 38.1% of Gingko. By reason of (i) the position of TCP as investment advisor to SVAR, Fund II, and the separate account managed by TCP, (ii) the position of TCO as managing member of TCP, (iii) the position of Michael E. Tennenbaum as managing member of TCO, (iv) the position of SVIM/MSM II, LLC as managing member of Fund II and (v) SVAR/MM, LLC's position as managing member of SVAR, each of TCP, TCO, Mr. Tennenbaum, SVIM/MSM II, LLC and SVAR/MM, LLC may be deemed to share the powers of voting and disposition of
4. (continued from footnote 3)... 27,564,882 shares of the common stock securities described herein. Symphony's sole general partner is Symphony GP. Symphony GP makes all of the investment decisions on behalf of Symphony. Dr. Romesh Wadhwani is the Managing Director of Symphony GP and either has sole authority and discretion to manage and conduct the affairs of Symphony GP or has veto power over the management and conduct of Symphony GP. By reason of these relationships, Dr. Wadhwani may be deemed to share the powers of voting and disposition of 27,564,882 shares of the common stock securities described herein. Each of the reporting persons described above disclaim beneficial ownership of the reported securities, except to the extent of their pecuniary interest therein.
/s/ William Chisholm, Executive Vice President of Gingko Acquisition Corp. 12/11/2003
/s/ William Chisholm, Executive Vice President of Gingko Corporation 12/11/2003
/s/ Michael E. Tennenbaum, Managing Member of Tennenbaum & Co., LLC, in its capacity as Managing Member of Tennenbaum Capital Partners, LLC, in its capacity as Managing Member of SVAR/MM, LLC 12/11/2003
/s/ Michael E. Tennenbaum, Managing Member of Tennenbaum & Co., LLC, in its capacity as Managing Member of SVIM/MSM II, LLC 12/11/2003
/s/ William Chisholm, Managing Member of Symphony Technology II GP, LLC 12/11/2003
/s/ William Chisholm, Managing Member of Symphony Technology II GP, LLC, which is the General Partner of Symphony Technology II-A, L.P. 12/11/2003
/s/ Michael E. Tennenbaum 12/11/2003
/s/ Michael E. Tennenbaum, Managing Member of Tennenbaum & Co., LLC 12/11/2003
/s/ Michael E. Tennenbaum, Managing Member of Tennenbaum & Co., LLC, in its capacity as Managing Member of Tennenbaum Capital Partners, LLC 12/11/2003
/s/ Romesh Wadhwani 12/11/2003
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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