-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hm9USSlzUlyFyGOdSbKjZTD1J1kRoYxrKLgHalIWM6HKGcSfnTKZ2iKPwN/dL95i jKRlpJtx2qJZWWDLllZKkA== 0000950103-03-002370.txt : 20031212 0000950103-03-002370.hdr.sgml : 20031212 20031212183115 ACCESSION NUMBER: 0000950103-03-002370 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20031210 FILED AS OF DATE: 20031212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SVAR MM LLC CENTRAL INDEX KEY: 0001249179 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-11428 FILM NUMBER: 031052826 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD STREET 2: STE 210 CITY: LOS ANGELES STATE: CA ZIP: 90026 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SVIM MSM II LLC CENTRAL INDEX KEY: 0001249183 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-11428 FILM NUMBER: 031052825 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD STREET 2: STE 210 CITY: LOS ANGELES STATE: CA ZIP: 90026 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SYMPHONY TECHNOLOGY II GP LLC CENTRAL INDEX KEY: 0001257053 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-11428 FILM NUMBER: 031052827 MAIL ADDRESS: STREET 1: 4015 MIRANDA AVE STREET 2: 2ND FL CITY: PALO ALTO STATE: CA ZIP: 94304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GINGKO CORP CENTRAL INDEX KEY: 0001250971 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-11428 FILM NUMBER: 031052831 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GINGKO ACQUISITION CORP CENTRAL INDEX KEY: 0001250977 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-11428 FILM NUMBER: 031052832 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TENNENBAUM CAPITAL PARTNERS LLC CENTRAL INDEX KEY: 0001169553 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-11428 FILM NUMBER: 031052823 BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. STREET 2: SUITE 210 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 3105661000 FORMER NAME: FORMER CONFORMED NAME: SPECIAL VALUE INVESTMENT MANAGEMENT LLC DATE OF NAME CHANGE: 20020320 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SYMPHONY TECHNOLOGY II A LP CENTRAL INDEX KEY: 0001172408 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-11428 FILM NUMBER: 031052830 BUSINESS ADDRESS: STREET 1: 101 REDWOOD SHORES PARKWAY STREET 2: SUITE 210 CITY: REDWOOD CITY STATE: CA ZIP: 95065 BUSINESS PHONE: 6508389999 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WADHWANI ROMESH CENTRAL INDEX KEY: 0001032515 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-11428 FILM NUMBER: 031052828 BUSINESS ADDRESS: STREET 1: 470 JUANITA WAY CITY: LOS ALTOS STATE: CA ZIP: 94022 BUSINESS PHONE: 6505956138 MAIL ADDRESS: STREET 1: C/O ASPECT DEVELOPMENT INC STREET 2: 1395 CHARLESTON ROAD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TENNENBAUM & CO LLC CENTRAL INDEX KEY: 0001018962 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-11428 FILM NUMBER: 031052829 BUSINESS ADDRESS: STREET 1: 1999 AVENUE OF THE STARS STREET 2: 32ND FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067-6100 BUSINESS PHONE: 3102017882 MAIL ADDRESS: STREET 1: 1999 AVENUE OF THE STARS CITY: LOS ANGELES STATE: CA ZIP: 90067-6100 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TENNENBAUM MICHAEL E CENTRAL INDEX KEY: 0001095153 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-11428 FILM NUMBER: 031052824 BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BLVD STREET 2: STE 210 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 3105661001 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD STREET 2: STE 210 CITY: LOS ANGELES STATE: CA ZIP: 90025 4 1 dec1203_form4ex.xml X0201 4 2003-12-10 0 0000714278 INFORMATION RESOURCES INC IRIC 0001250977 GINGKO ACQUISITION CORP 4015 MIRANDA AVE 2ND FL. PALO ALTO CA 94304 0 0 1 0 0001250971 GINGKO CORP 4015 MIRANDA AVE 2ND FL. PALO ALTO CA 94304 0 0 1 0 0001172408 SYMPHONY TECHNOLOGY II A LP 101 REDWOOD SHORES PARKWAY SUITE 210 REDWOOD CITY CA 95065 0 0 1 0 0001018962 TENNENBAUM & CO LLC 1999 AVENUE OF THE STARS 32ND FLOOR LOS ANGELES CA 90067-6100 0 0 1 0 0001032515 WADHWANI ROMESH 470 JUANITA WAY LOS ALTOS CA 94022 0 0 1 0 0001257053 SYMPHONY TECHNOLOGY II GP LLC 4015 MIRANDA AVE 2ND FL PALO ALTO CA 94304 0 0 1 0 0001249179 SVAR MM LLC 11100 SANTA MONICA BLVD STE 210 LOS ANGELES CA 90026 0 0 1 0 0001249183 SVIM MSM II LLC 11100 SANTA MONICA BLVD STE 210 LOS ANGELES CA 90026 0 0 1 0 0001095153 TENNENBAUM MICHAEL E 11100 SANTA MONICA BLVD STE 210 LOS ANGELES CA 90025 0 0 1 0 0001169553 TENNENBAUM CAPITAL PARTNERS LLC 11100 SANTA MONICA BLVD. SUITE 210 LOS ANGELES CA 90025 0 0 1 0 Common Stock 2003-12-10 4 P 0 310000 3.30 A 27874882 D Common Stock 2003-12-11 4 P 0 6268960 3.30 A 34143842 D 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"), 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 (continued from foonote 1)... (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"). 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 (continued from foonote 3)... 34,143,842 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 34,143,842 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 2003-12-12 /s/ William Chisholm, Executive Vice President of Gingko Corporation 2003-12-12 /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 2003-12-12 /s/ Michael E. Tennenbaum, Managing Member of Tennenbaum & Co., LLC, in its capacity as Managing Member of SVIM/MSM II, LLC 2003-12-12 /s/ William Chisholm, Managing Member of Symphony Technology II GP, LLC 2003-12-12 /s/ William Chisholm, Managing Member of Symphony Technology II GP, LLC, which is the General Partner of Symphony Technology II-A, L.P. 2003-12-12 /s/ Michael E. Tennenbaum 2003-12-12 /s/ Michael E. Tennenbaum, Managing Member of Tennenbaum & Co., LLC 2003-12-12 /s/ Michael E. Tennenbaum, Managing Member of Tennenbaum & Co., LLC, in its capacity as Managing Member of Tennenbaum Capital Partners, LLC 2003-12-12 /s/ Romesh Wadhwani 2003-12-12 -----END PRIVACY-ENHANCED MESSAGE-----