X0201 4 2003-12-04 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 2003-12-04 4 P 0 7513 3.30 A 27394882 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"), (continued from foonote 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"). 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 footnote 3)... 27,394,882 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 27,394,882 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. 2003-12-05 /s/ William Chisholm, Executive Vice President of Gingko Corporation 2003-12-05 /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 2003-12-05 /s/ Michael E. Tennenbaum, Managing Member of Tennenbaum & Co., LLC, in its capacity as Managing Member of SVIM/MSM II, LLC 2003-12-05 /s/ William Chisholm, Managing Member of Symphony Technology II GP, LLC 2003-12-05 /s/ William Chisholm, Managing Member of Symphony Technology II GP, LLC, which is the General Partner of Symphony Technology II-A, L.P. 2003-12-05 /s/ Michael E. Tennenbaum 2003-12-05 /s/ Michael E. Tennenbaum, Managing Member of Tennenbaum & Co., LLC 2003-12-05 /s/ Michael E. Tennenbaum, Managing Member of Tennenbaum & Co., LLC, in its capacity as Managing Member of Tennenbaum Capital Partners, LLC 2003-12-05 /s/ Romesh Wadhwani 2003-12-05