**SECURITIESAND EXCHANGE COMMISSION**

**Washington,D.C.  20549**

 

**FORM 10-Q**

 

| **(Mark One)**                        |
|---------------------------------------|
|                                  |   |   |
| **ý**                            |   | **Quarterly  Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of  1934.** |
|                                  |   |   |
|                                  |   | **For the quarterly  period ended March 31, 2004** |
|                                  |   |   |
| **o**                                 |   | **Transition  report pursuant to Section 13 or 15(d) of the Securities Exchange Act of  1934.** |
|                                  |   |   |
| **Commission file number 333-108592** |

 

**INFORMATIONRESOURCES, INC. LITIGATIONCONTINGENT PAYMENT RIGHTS TRUST**

 (Exact name of registrant as specified in its charter)

 

| **Delaware**                                                                |   | **20-0271216**                        |
|-----------------------------------------------------------------------------|--------|---------------------------------------|
| (State or other jurisdiction of  incorporation or organization)             |   | (I.R.S. Employer  Identification No.) |
|                                                                        |   |                                  |
| **150 North Clinton Street, Chicago, Illinois    60661**     |
|  (Address of principal executive offices) (Zip Code)                   |
|                                                                        |   |                                  |
| Registrant’s telephone number, including  area code **(312) 726-1221** |
|                                                                        |   |                                  |
| Securities registered pursuant to  Section 12(g) of the Act:           |
|                                                                        |   |                                  |
| Title of Each Class                                                         |
| **Contingent Value Rights Certificates**                                    |
|                                                                        |   |                                  |
| Name of Exchange on Which Registered                                        |
| **None**                                                                    |
| **Listed on the OTC Bulletin Board under the symbol “IRICR.OB”**  |

 

Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.  Yes  ý    No o

 

Indicate by check mark whether the registrant is an accelerated filer(as defined in Rule 12b-2 of the Act.) Yes o     No ý

 

At April 30, 2004, there were 32,122,018 rights certificates, nopar value, outstanding.

 

 

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**PARTI – FINANCIAL INFORMATION**

 

**Item 1.  *Financial Statements.***

 

**INFORMATIONRESOURCES, INC. LITIGATION CONTINGENT PAYMENT RIGHTS TRUST**

 

**BALANCESHEETS**

 
|                                                                                                                                                              |   | **March 31,  2004** |   | **December 31,  2003** |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------|--------|-----------------------------|--------|
|                                                                                                                                                              |   | **(Unaudited)**          |   |                        |   |
| **ASSETS**                                                                                                                                                        |   |                     |   |                        |   |
|                                                                                                                                                              |   |                     |   |                        |   |
| TOTAL ASSETS                                                                                                                                                      |   | $                        | — |                        | $      | — |   |
|                                                                                                                                                              |   |                     |   |                        |   |
| **LIABILITIES AND  CERTIFICATEHOLDERS’ EQUITY**                                                                                                              |   |                     |   |                        |   |
|                                                                                                                                                              |   |                     |   |                        |   |
| TOTAL LIABILITIES                                                                                                                                                 |   | $                        | — |                        | $      | — |   |
| CERTIFICATEHOLDERS’ EQUITY                                                                                                                                   |   |                     |   |                        |   |
| Certificateholders’ Equity Certificates, no  par value, 32,259,364 authorized, of which 32,118,496 and 29,082,358 were  issued and outstanding, respectively |   | —                   |   | —                      |   |
| Contributed Capital                                                                                                                                               |   | 115,753                  |   | 13,000                      |   |
| Accumulated Deficit                                                                                                                                               |   | (115,753                 | )      | (13,000                     | )      |
| Total Certificateholders’ Equity                                                                                                                             |   | —                   |   | —                      |   |
|                                                                                                                                                              |   |                     |   |                        |   |
| TOTAL LIABILITIES AND CERTIFICATEHOLDERS’  EQUITY                                                                                                            |   | $                        | — |                        | $      | — |   |

 

The accompanying notes to financialstatements arean integral part of these statements.

 

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**INFORMATION RESOURCES, INC. LITIGATIONCONTINGENT PAYMENT RIGHTS TRUST**

 

**STATEMENTOF OPERATIONS**

**(UNAUDITED)**

 

**ThreeMonths Ended March 31, 2004**

 
| REVENUE            |   | $        | —   |   |
|--------------------|--------|----------|----------|--------|
|               |   |     |     |
| EXPENSES           |   |     |     |
| Rights Agents fees |   | (30,000  | )        |
| Legal fees         |   | (57,753  | )        |
| Audit fees         |   | (15,000  | )        |
| Bank escrow fees   |   | —   |     |
|               |   |     |     |
| Total expenses     |   | (102,753 | )        |
|               |   |     |     |
| Net loss           |   | $        | (102,753 | )      |

 

The accompanying notes to financialstatements arean integral part of these statements.

 

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**INFORMATIONRESOURCES, INC.  LITIGATION CONTINGENTPAYMENT RIGHTS TRUST**

 

**STATEMENTOF CASH FLOWS(UNAUDITED)**

 

**ThreeMonths Ended March 31, 2004**

 
| CASH FLOWS FROM OPERATING ACTIVITIES:                  |   |     |     |
|--------------------------------------------------------|--------|----------|----------|
|                                                   |   |     |     |
| Net loss                                               |   | $        | (102,753 | ) |
|                                                   |   |     |     |
| Net cash used by operating activities                  |   | (102,753 | )        |
|                                                   |   |     |     |
| CASH FLOWS FROM FINANCING ACTIVITIES:                  |   |     |     |
|                                                   |   |     |     |
| Capital contribution from Information  Resources, Inc. |   | 102,753  |     |
|                                                   |   |     |     |
| Net cash provided by financing activities              |   | 102,753  |     |
|                                                   |   |     |     |
| Net change in cash and cash equivalents                |   | —   |     |
|                                                   |   |     |     |
| Cash and cash equivalents at beginning of  period      |   | —   |     |
|                                                   |   |     |     |
| Cash and cash equivalents at end of period             |   | $        | —   |   |

 

The accompanying notes to financialstatements arean integral part of these statements.

 

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**INFORMATIONRESOURCES, INC. LITIGATION CONTINGENT PAYMENT RIGHTS TRUST**

**NOTESTO FINANCIAL STATEMENTS**

**(UNAUDITED)**

 

**1.    SUMMARY OF ACCOUNTING POLICIES**

 

**Principles ofPresentation**

 

The Information Resources, Inc. Litigation Contingent PaymentRights Trust (the “trust”) is a statutory trust created under Delaware lawpursuant to an initial declaration of trust and the filing of a certificate oftrust with the Delaware Secretary of State on August 27, 2003.  The trust was created in connection with thetender offer by Gingko Acquisition Corporation, a wholly-owned subsidiary ofIRI Holdings, Inc. (formerly known as Gingko Corporation), to purchase alloutstanding shares of Information Resources, Inc. (“Information Resources”)common stock (and associated preferred share purchase rights) for $3.30 net pershare in cash, plus one contingent value rights certificate (“RightsCertificate”) per share, and the subsequent second-step merger of GingkoAcquisition Corp. with and into Information Resources pursuant to theAgreement and Plan of Merger dated as of September 7, 2003, as amended, byand among Information Resources, IRI Holdings, Inc. and Gingko AcquisitionCorp.  The second-step merger was completed on December 12,2003.

 

The trust has no business operations.  The assets of the trust consist primarily of the right to receivea portion of any proceeds received by Information Resources in any judgment orsettlement in the litigation (the “antitrust litigation” or the “litigation”)brought by Information Resources against The Dun & BradstreetCorp., The A.C. Nielsen Company (now owned by VNU, N.V.) and IMSInternational, Inc. in the United States District Court for the SouthernDistrict of New York, entitled Information Resources, Inc. v. TheDun & Bradstreet Corp., et al. No. 96 CIV. 5716 (as described below under “TheLitigation”).

 

**Interim FinancialStatements**

 

The interim financial statements are unaudited, but include alladjustments necessary (consisting of normal recurring adjustments), in theopinion of the litigation trustees, for a fair statement of financial positionand results of operations for the period presented.  The preparation of interim financial statements necessarilyrelies on estimates, requiring the use of caution in estimating results for thefull year based on interim results of operations.

 

**2.   THE LITIGATION**

 

The following descriptionof the antitrust litigation has been obtained from publicly available documentsfiled with the Securities and Exchange Commission by Information Resources. Itdoes not purport to be a full or complete description of the legal or factualissues presented, the court opinions rendered or the relevant law.

 

GENERAL.  On July 27, 1996,Information Resources filed an antitrust lawsuit against The Dun &Bradstreet Corp., A.C. Nielsen Company and IMS International, Inc. in theUnited States District Court for the Southern District of New York entitledInformation Resources, Inc. v. The Dun & Bradstreet Corp., et al.No. 96 CIV. 5716.  In the lawsuit,Information Resources alleged that the defendants violated Sections 1 and2 of the Sherman Act, 15 U.S.C. Sections 1 and 2, and the common law byengaging in a series of unlawful practices through which Information Resourcesclaimed that defendants attempted to regain monopoly power in the U.S. marketfor retail tracking services and exclude competition from 30 markets outsidethe U.S., where Nielsen dominated. Through the antitrust litigation,Information Resources sought to enjoin those practices and to recover damagesin excess of $650 million, before trebling. Information Resources demandeda trial by jury, and the case has been assigned to the Honorable Louis L.Stanton.   It is Information Resources’position that it continues to suffer damages to this day as a result of thedefendants’ allegedly unlawful practices which it believes were aimed atundermining competition by financially crippling Information Resources.

 

RECENT EVENTS.  OnJanuary 15, 2004, the court, pursuant to defendants’ request, vacated thediscovery cut off and trial date to allow defendants additional time fordiscovery on Information Resources’ claims of injury, permitted by the court’sApril 28, 2003 order, with respect to defendants’ foreign conduct thatallegedly drained Information Resources of U.S. resources necessary to competein the domestic market.  Discovery onthis issue is ongoing.  OnFebruary 27, 2004, Information Resources filed its expert report preparedby Professor Franklin Fisher, who, among other things, opined both ondefendants’ liability and Information Resources’ damages.  In general, Professor Fisher concluded thatdefendants engaged in a series of anticompetitive practices, both in the U.S.and abroad, aimed at monopolizing the U.S. market and excluding InformationResources from non-U.S. markets. Professor Fisher opined that a dangerous probability existed whendefendants undertook these practices that they would have monopolized the U.S.market had government authorities not intervened.  On February 27, 2004, Information Resources also notifiedthe court that, in order to expedite the prosecution of

 

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the antitrust litigation, it had elected not to pursue as separateclaims for damages any of the following:  1) *perse* tying claim (Count I); 2) monopolization and attempted monopolizationof certain export markets, specifically Australia, Austria, Belgium, Brazil,Denmark, Finland, Indonesia, Ireland, Hong Kong, Korea, Luxembourg, Malaysia,New Zealand, Norway, Philippines, Portugal, Singapore, Taiwan, Thailand andSwitzerland (Counts III and IV); 3) monopoly leveraging (Count VI); or 4)tortious interference with contract and prospective business relationship(Counts VII and VIII).  On April 7,2004, the court issued a Scheduling Order setting a trial date ofApril 18, 2005 and a discovery cut off date of October 31, 2004.

 

DAMAGES. In its originalcomplaint, filed in 1996, Information Resources sought damages in excess of$350 million before trebling.  As setforth above, on February 27, 2004, Information Resources filed the expertreport of Professor Fisher.  In thatreport, Professor Fisher opined that Information Resources has suffered damagesof between $545.4 million and $615.5 million (prior to trebling) in the U.S.market, as a result of defendants’ practices that Professor Fisher hasconcluded are anticompetitive and through which Professor Fisher concludesdefendants sought to monopolize the U.S. market.  He has also opined that Information Resources suffered damages of$21.0 million in Canada and $15.2 million in Mexico, as a result of practicesthat Professor Fisher has concluded were anticompetitive and excludedInformation Resources from these markets.

 

**3.   CLAIMS EXPENSES / ESCROW ACCOUNT**

 

Claims expenses are generally incurred and paid by InformationResources and are then reimbursed to Information Resources out of the escrowaccount referred to in the next paragraph. “Claims expenses” means the sum of all direct expenses incurred afterthe date of the merger agreement by IRI Holdings, Inc., Information Resources,Information Resources’ subsidiaries, and their affiliates to prosecute theantitrust litigation, generally (i) including any amounts paid to or onbehalf of the rights agents (the persons responsible for directing theantitrust litigation for the benefit of Information Resources and the rightscertificate holders) but (ii) excluding (A) contingency-based fees,(B) any payment of the independent accounting firm costs and expenses,(C) any fees, expenses or costs associated with the trust and (D) anyfees, expenses or costs associated with registering the rights certificatesunder the Securities Act or any fees, expenses or costs associated withcomplying with the Securities Act, the Securities Exchange Act of 1934 andother securities laws.  Claims expensesalso include (a) certain amounts payable to IRI Holdings, Inc. in theevent that the rights agents direct employees of IRI Holdings, Inc.,Information Resources, Information Resources’ subsidiaries, or their affiliatesto perform certain tasks in connection with the antitrust litigation and(b) specified costs incurred by IRI Holdings, Inc. in obtaining creditsupport for its obligation to fund claims expenses.  As of March 31, 2004, no amounts were owed to IRI Holdings,Inc. for employee time referred to in subparagraph (a) above or for creditsupport costs referred to in subparagraph (b) above.

 

Pursuant to the contingentvalue rights agreement, on December 12, 2003 IRI Holdings, Inc. placed thecash amount of $10 million, plus interest in the amount of $45,548, in anescrow account held by LaSalle Bank National Association as escrow agent, freeof any liens or encumbrances of any kind (except as permitted in the contingentvalue rights agreement), to support the prosecution of the antitrust litigationand the payment of claims expenses.  Theescrow account is in the name of Information Resources but is restricted in useto funding claims expenses for the antitrust litigation.  As of March 31, 2004, the escrowaccount balance was $9,043,331.

 

On April 28, 2003, the court in the antitrust litigation ruledthat Information Resources could assert its claim for injuries in the UnitedStates as a result of defendants’ foreign conduct.  On January 15, 2004, the court vacated the discovery cut offdate of January 30, 2004 and the trial date of September 20, 2004 inorder to permit defendants additional time for discovery.  Accordingly, the anticipated length of theantitrust litigation as well as the scope of discovery was expanded, resultingin higher legal fees and costs for the litigation than originally anticipatedand leading the rights agents to believe that the escrow fund would not besufficient to fund the prosecution of the antitrust litigation under thethen-existing fee arrangements with outside counsel.  As a result, the rights agents have engaged in an extensive reviewof various options, including entering into additional or modified contingencyfee arrangements with one or more of the law firms representing InformationResources in the antitrust litigation, engaging additional counsel on acontingency fee basis, terminating the engagement of one or more of the lawfirms currently representing Information Resources, or combinations of theforegoing.  As of May 14, 2004, after aperiod of negotiations, the rights agents, on behalf of Information Resources,engaged the law firm of Hagens Berman LLP to serve as lead trial counsel in theantitrust litigation.  Hagens Berman LLPreplaces the law firm of Boies, Schiller & Flexner LLP, with whom therights agents were unable to reach agreement on terms for continuedrepresentation that the rights agents believed were in the best interest ofInformation Resources and the rights certificate holders.  Specifically, among other terms, the partieswere unable to reach a mutually satisfactory agreement on certain economicterms regarding the budget, as well as terms regarding the role of David Boiesat trial.

 

Information Resources has engaged Hagens Berman LLP to represent it inthe antitrust litigation on a full contingency fee basis.

 

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Based on this agreement with Hagens Berman, as well as agreements nowin place with other professionals involved in the antitrust litigation,representations made by these professionals, and facts known to the rightsagents today, the rights agents now believe that the trust will have adequatefunds to prosecute the litigation, including any appellate activity and retrialif necessary.  However, given theunpredictable nature of litigation generally, there can be no assurances thatthis will be the case.  If, for anyreason, the trust were not to have adequate funds to fully prosecute thelitigation, this could adversely affect the litigation, decrease the amount ofany payments to be made in connection with the litigation and increase thepossibility that no payments will be made in connection with the litigation.

 

While the rights agents arenot currently considering raising additional funds, the declaration of trustwill permit the litigation trustees of the trust, upon the instruction of theCVR Rights Agents, to raise funds to pay expenses of the antitrust litigationin excess of $10 million by either causing the trust to incur indebtednessthat represents debt of the trust (and not an ownership interest) for UnitedStates Federal income tax purposes or causing the trust to issue additionalrights certificates.  Any suchindebtedness will likely represent a prior claim on the assets of the trust,including any rights certificate payment amounts received pursuant to thecontingent value rights agreement, and may reduce the aggregate amountsavailable for distribution to rights certificate holders.  Any issuance of additional rightscertificates will have a dilutive effect on rights certificate holders,reducing the percentage of the total rights certificate payment amount thatholders receive with respect to each rights certificate.  As of the date hereof, the litigationtrustees have taken no actions to raise additional funds.  There can be no assurance that the trustwill be able to raise additional funds should this become necessary or, if thetrust is able to raise those funds, that the terms of that financing will bereasonable. If the trust is unsuccessful in raising additional funds, and ifthe failure to prosecute the antitrust litigation results in the dismissal ofInformation Resources’ claims, there will be a possibility of no payment on therights certificates.

 

Pursuant to the contingentvalue rights agreement, Information Resources will generally be responsible forthe expenses of the trust, subject to Information Resources’ prior approval ofthose expenses.  Information Resourceswill also be responsible for all expenses relating to the indemnificationobligations of the trust described in theRegistration Statement on Form S-4 with respect to the rights certificates, asfiled by the trust with, and declared effective by, the SEC on October 30,2003 (SEC File Number 333-108592) (the “Prospectus”) or compliance withsecurities laws and the rules of the OTC Bulletin Board.  Information Resources will not beresponsible for the expenses of the trust relating to indebtedness for borrowedmoney and as discussed above will be reimbursed for “claims expenses.” Anyexpenses not imposed on Information Resources as described above will begeneral obligations of the trust, payable out of the trust’s assets (includingout of any rights certificate payment amounts received pursuant to thecontingent value rights agreement). Information Resources will be entitled todeduct from the amounts payable to the trust under the contingent value rightsagreement certain expenses of the trust described in the contingent valuerights agreement.

 

**4.  COMPENSATION AND EXPENSES OF RIGHTS AGENTS**

 

BeginningDecember 2003, the rights agents appointed by the Board of Directorsof Information Resources that was in place prior to the completion of themerger, referred to as the CVR Rights Agents, are each to be paid at least$5,000 per month on the first day of each month until the last rightscertificate payment date, and the independent rights agent appointed by theother rights agents, referred to as the Independent Rights Agent, may be paid afair and reasonable amount of compensation until the last payment date that isagreed to by a majority of the rights agents (other than the Independent RightsAgent).  These payments are payable asclaims expenses.  Generally, allreasonable expenses and disbursements incurred by the rights agents inconnection with the discharge of their duties will also be payable by IRIHoldings, Inc. as claims expenses.  Therights agents appointed by the current Board of Directors of InformationResources, referred to as the Parent Rights Agents, are not entitled to anycompensation for their service as Parent Rights Agents.  As of March 31, 2004, the total amountof $30,000 was incurred as compensation payments to the CVR Rights Agents forthe first quarter of 2004.  Mr. TravisRhodes, the Independent Rights Agent, has not sought any compensation inconnection with his services as the Independent Rights Agent and has informedthe trust that he will not seek remuneration in the future for services as theIndependent Rights Agent.

 

**5.   PAYMENTS TO CERTIFICATEHOLDERS**

 

Each rights certificateentitles its holder to receive a pro rata portion of any amount received by thetrust in respect of antitrust litigation proceeds under the terms of thecontingent value rights agreement. Pursuant to the terms of the contingentvalue rights agreement, the trust will be entitled to be paid by IRI Holdings,Inc. an amount equal to 68% of any proceeds received

 

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by Information Resources inrespect of the antitrust litigation (whether by settlement, judgment orotherwise), to the extent such proceeds are equal to or less than$200 million, and 75% of any such proceeds in excess of $200 million,in each case subject to adjustments described in the Prospectus for certainitems, including for taxes that Information Resources will be required to payon the recovery (assumed to be at a rate of 34%) and any contingency-based feespayable to outside counsel in connection with the antitrust litigation. Theremaining 32% of any such proceeds, to the extent such proceeds are equal to orless than $200 million, and 25% of any such proceeds in excess of$200 million (again, in each case, subject to certain adjustmentsdescribed in the Prospectus) will be retained and remain the property ofInformation Resources and its then-current owners.

 

The trust will make paymentsfrom time to time to the holders of rights certificates upon the receipt ofrights certificate payment amounts from IRI Holdings, Inc. pursuant to thecontingent value rights agreement.  Thepayment dates will be determined by the litigation trustees of the trust and,with respect to any receipt of rights certificate payment amounts, will be nomore than 60 days following the receipt of those amounts.  On each payment date, the institutionaltrustee of the trust will transfer the aggregate rights certificate paymentamount to the payment agent designated pursuant to the declaration of trust,and the payment agent will promptly make payments to the holders.

 

**ITEM 2.   *Management’s Discussion and Analysis of FinancialCondition and Results of Operations***

 

**Introduction**

 

As of 1996, InformationResources, Inc. (“Information Resources”) has been involved in antitrustlitigation (the “antitrust litigation” or the “litigation”) against The Dun& Bradstreet Corp., A.C. Nielsen Company (now owned by VNU, N.V.) and IMSInternational, Inc. (See “The Litigation” below).  In December 2003, all of the outstanding shares ofInformation Resources common stock were acquired by Gingko Acquisition Corp.pursuant to a tender offer and subsequent merger of Gingko Acquisition Corp.with and into Information Resources.  Inconnection with this acquisition, the Information Resources, Inc. LitigationContingent Payment Rights Trust (the “trust”) was created primarily todistribute any proceeds from the litigation received by the trust to holders ofrights certificates.  As part of themerger consideration paid by Gingko Acquisition Corp., certain shareholders ofcommon stock of Information Resources received contingent value rightscertificates (“rights certificates”), which represent undivided beneficialinterests in the assets of the trust. The rights certificates entitle the holders to a pro rata portion of anyproceeds received by Information Resources in the litigation.  Set forth below are descriptions of: (i) thetrust; (ii) the rights certificates and the rights thereunder; (iii) paymentsmade to the trust; (iv) engagement of new lead trial counsel; (v) expenses andescrow fund; (vi) material Federal income tax consequences; (vii) thelitigation and the management thereof; and (viii) a summary of financialinformation.  Also below is a discussionof certain risk factors that may affect the trust and the rights of holders ofthe rights certificates.

 

**Description of theTrust**

 

The trust is a statutorytrust created under Delaware law pursuant to an initial declaration of trustand the filing of a certificate of trust with the Delaware Secretary of Stateon August 27, 2003.  The trust was created in connection with the tender offer by Gingko AcquisitionCorp., a wholly-owned subsidiary of IRI Holdings, Inc. (formerly known asGingko Corporation), to purchase all outstanding shares of InformationResources common stock (and associated preferred share purchase rights) for$3.30 net per share in cash, plus one rights certificate per share, and thesubsequent second-step merger of Gingko Acquisition Corp. with and intoInformation Resources pursuant to the Agreement and Plan of Merger dated as ofSeptember 7, 2003, as amended, by and among Information Resources, GingkoCorporation and Gingko Acquisition Corp.  The second-step merger wascompleted on December 12, 2003. The Registration Statement on Form S-4 with respect to the rightscertificates referred to in this document was filed by the trust with, anddeclared effective by, the SEC on October 30, 2003 (SEC File Number333-108592) (the “Prospectus”).

 

The assets of the trust consist primarily of the right to receivea portion of any proceeds received by Information Resources in any judgment orsettlement in the antitrust litigation (See “The Litigation” below).  The trust has no business operations.  The trust was formed for the solepurpose of:

 

• issuingthe rights certificates;

• holdingand enforcing the contingent value rights agreement described below;

• makingpayments to holders of rights certificates in respect of proceeds, if any, ofthe antitrust litigation;

• incurringdebt or issuing additional rights certificates, when permitted; and

• takingactions that are reasonably necessary and incidental to the foregoing.

 

**Description of Rights Certificates and RightsThereunder**

 

An amended and restateddeclaration of trust, dated as of October 31, 2003 (the “declaration oftrust”), governs the administration of the trust.  Because of the natureof the trust pursuant to the declaration of trust, there are no employees, no

 

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boardof directors, and no board audit committee. The two litigation trustees (the “litigation trustees”) appointed pursuantto the declaration of trust, together with the institutional trustee, WachoviaBank, N.A., perform certain trust functions under the terms of the declarationof trust.  The litigation trustees areJoseph P. Durrett, former Chief Executive Officer and Chairman of the Board ofDirectors of Information Resources, and Monica M. Weed, former General Counselof Information Resources.  Thelitigation trustees are not entitled to any compensation for serving as litigationtrustees, but the litigation trustees also serve as rights agents and receivecompensation in such capacity (see “—Compensationand Expenses of the Rights Agents” below). The litigation trustees areresponsible for establishing and maintaining disclosure controls and proceduresand internal controls. Under the terms of the contingent value rightsagreement, however, the antitrust litigation is to be directed by a body offive rights agents (the “rights agents”) rather than by the litigation trustees(see “ Management of the Litigation” below).

 

The declaration of trustalso governs the terms and conditions of the rights certificates.  The rights certificates represent assignableand transferable undivided beneficial interests in the assets of the trust.  Each rights certificate entitles its holderto receive a pro rata portion of any amount received by the trust in respect oflitigation proceeds under the terms of the contingent value rights agreementdescribed below.  As a result of theacquisition byGingko Acquisition Corp. of all outstanding shares of Information Resourcescommon stock, there were 32,259,364 rights certificates authorized andissuable.  At March 31, 2004,32,118,496 rights certificates had been issued and were outstanding as follows:

 
| **RECIPIENTS OF RIGHTS CERTIFICATES**                           |   | **NUMBER OF RIGHTS  CERTIFICATES  ISSUED** |   |
|-----------------------------------------------------------------|--------|--------------------------------------------|--------|
| Information  Resources common stockholders                      |   | 30,436,030                                 |   |
|                                                            |   |                                       |   |
| Information  Resources stock option and restricted stockholders |   | 1,682,466                                  |   |
|                                                            |   |                                       |   |
| Total  rights certificates Issued                               |   | 32,118,496                                 |   |

 

At March 31, 2004, 4,432 rights certificates had not beenissued relating to the fact that the trust had not yet received completedocumentation from all stock or stock option holders and further relating tothe fact that certain holders of shares of Information Resources stock had notifiedInformation Resources that they intended to exercise their appraisal rightswith respect to a total of 3,000 shares of Information Resources stock.  The time period for exercising appraisalrights has since expired and the transfer agent for Information Resourcesintends to contact these holders to determine whether they will tender theirshares in exchange for merger consideration consisting of $3.30 net per sharein cash, plus one rights certificate per share.

 

The rights certificates arefreely transferable by the holders of the rights certificates under theSecurities Act of 1933 (the “Securities Act”) and under the terms of thedeclaration of trust, except for the following restrictions:

 

• holdersof rights certificates who may be deemed to be “affiliates” of the trust forpurposes of Rule 145 under the Securities Act as of the date of receiptmay not sell their rights certificates, except pursuant to an effectiveregistration statement under the Securities Act or an applicable exemption fromthe registration requirements of the Securities Act;

• none ofIRI Holdings, Inc., its successors, or any of their respective subsidiaries oraffiliates may, as a result of that transfer, individually or collectivelyobtain beneficial ownership (as defined by Rule 13d-3 under the ExchangeAct of 1934) of 15% or more of the rights certificates then outstanding; and

• notransfer of a rights certificate may be made to any defendant adverse toInformation Resources in the antitrust litigation or to any affiliate,associate or agent of that defendant.

 

An amended contingent valuerights agreement, dated as of October 31, 2003 (the “contingent valuerights agreement”) governs the terms of management of the antitrust litigationand the obligations of IRI Holdings, Inc. to make cash payments to the trust inrespect of proceeds received in the antitrust litigation.  Pursuant to the terms of the contingentvalue rights agreement, the trust will be entitled to be paid by IRI Holdings,Inc. an amount equal to 68% of any proceeds received by Information Resourcesin respect of the antitrust litigation (whether by settlement, judgment orotherwise), to the extent such proceeds are equal to or less than$200 million, and 75% of any such proceeds in excess of $200 million,in each case subject to adjustments described for certain items, including fortaxes that Information Resources will be required to pay on the recovery(assumed to be at a rate of 34%) and any contingency-based fees payable tooutside counsel in connection with the antitrust litigation.  The remaining 32% of any such proceeds, tothe extent such proceeds are equal to or less than $200 million, and 25%of any such proceeds in excess of $200 million (again, in each case,subject to certain adjustments described in the Prospectus) will be retainedand remain the property of Information Resources and its then-current owners.

 

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**Payments Made To the Trust**

 

APPROVAL PROCESS FORPAYMENTS MADE TO THE TRUST.  Under the termsof the contingent value rights agreement, as promptly as practicable, but in noevent later than 30 days after each receipt by Information Resources orits subsidiaries or any of their affiliates of any litigation proceeds (otherthan litigation proceeds received as a result of a settlement decision) orafter a determination that no litigation proceeds will be received, IRIHoldings, Inc. will deliver to the rights agents a certificate (a “litigationproceeds certificate”) which will include, among other things:

 

• theamount of any cash proceeds and a detailed description of any non-cash proceedsreceived;

• the fairmarket value of any non-cash proceeds received, the methodology used, andcalculations made, to determine that fair market value;

• an itemizedlist of the claims expenses (as defined below) incurred to date;

• anitemized list of expenses incurred by Information Resources (directly or byreimbursement) to permit the trust to comply with securities laws or the rulesof the OTC Bulletin Board (as described below under “—Expenses of the Trust”)or in connection with the registration of the rights certificates under theSecurities Act; and

• thecalculation of the amount to be paid to the trust with respect to thelitigation proceeds received (the “rights certificate payment amount”).

 

Within 30 days ofdelivery of a litigation proceeds certificate, each CVR Rights Agent (asdefined in “Management of the Litigation” below) will give written notice toIRI Holdings, Inc. and each of the other rights agents specifying whether he orshe agrees with or objects to the litigation proceeds certificate and therights certificate payment amount.  Ifeach CVR Rights Agent agrees, the rights certificate payment amount will be asset forth in the litigation proceeds certificate. If either CVR Rights Agentobjects, the contingent value rights agreement provides that such CVR RightsAgent will promptly deliver to IRI Holdings, Inc. and to each other rightsagent a certificate specifying each objection. If the other CVR Rights Agentdoes not agree with the first CVR Rights Agent’s objections, then the rightscertificate payment amount will be the amount set forth in the litigationproceeds certificate. If, within ten days of the delivery of one CVR RightsAgent’s objections, the other CVR Rights Agent agrees, in whole or in part,with the objections, the contingent value rights agreement states that IRIHoldings, Inc. and the rights agents will submit the disputed matters to amutually agreed upon independent public accounting firm of national standingthat has expertise in the valuation of assets and properties.  If that accounting firm determines thatthose disputed matters were correct as reflected in the litigation proceedscertificate, the rights certificate payment amount will be the amount set forthin the litigation proceeds certificate. If, however, the accounting firmdetermines that any of the disputed matters were incorrect in any respect(whether or not material) as reflected in the litigation proceeds certificate,the independent accounting firm’s resulting calculation of the rightscertificate payment amount will be binding on all parties to the contingentvalue rights agreement.

 

If the rights certificatepayment amount set forth in the accounting firm’s determination is greater thanthat determined by IRI Holdings, Inc., the rights certificate payment amountwill be increased by the interest on that difference calculated from the date45 days after delivery of the litigation proceeds certificate at aninterest rate equal to the average rate actually earned on the rightscertificate payment amount determined by IRI Holdings, Inc. and invested inspecified short-term instruments. All costs and expenses billed by theaccounting firm in connection with the performance of its duties described inthe Prospectus will be paid by IRI Holdings, Inc.; *provided, however,* that ifIRI Holdings, Inc.’s determination of the rights certificate payment amount is:

 

• greaterthan or equal to 95% of the rights certificate payment amount determined by theaccounting firm, then 100% of the costs and expenses billed by the accountingfirm will be deducted from the rights certificate payment amount;

• greaterthan or equal to 85% of the rights certificate payment amount determined by theaccounting firm, but less than 95% of the rights certificate payment amountdetermined by the accounting firm, then 50% of such costs and expenses will bededucted from the rights certificate payment amount; or

• less than85% of the rights certificate payment amount determined by the independentaccounting firm, then IRI Holdings, Inc. will not be reimbursed for any portionof the independent accounting firm costs and expenses.

 

In connection with theapproval of any settlement decision, a majority of the rights agents (notincluding the Independent Rights Agent) (as defined in “Management of theLitigation” below) will determine the matters to be set forth in a litigationproceeds certificate, including the fair market value of any non-cash proceedsto be received in connection with that settlement decision. As promptly aspracticable, but in no event later than 30 days after the settlement, therights agents will deliver to IRI Holdings, Inc. a litigation proceedscertificate, which will be binding on IRI Holdings, Inc. and the trust, absentmathematical errors.

 

If any rights certificatepayment amount is determined to be payable in accordance with a litigationproceeds certificate, IRI Holdings, Inc. will pay that amount to the trustwithin two business days after such determination is final. Except inlimited cases specified in the contingent value rights agreement, no interestshall accrue on any amounts payable by IRI Holdings, Inc.

 

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to the trust.

 

PAYMENT CALCULATION.  Subject to the required adjustment for thelast rights certificate payment date as required by the contingent value rightsagreement, the calculation of the rights certificate payment amount (asdescribed below) for any date on which the rights certificate payment amount ismade (a “rights certificate payment date”) after the first rights certificatepayment date, will be made on a cumulative basis to reflect:

 

• thereceipt of all gross litigation proceeds (as defined below);

• the priorpayment of any rights certificate payment amounts;

• assumedtax liabilities (computed by multiplying the amount at issue by an assumed taxrate of 34%) with respect to those litigation proceeds from the date of thecontingent value rights agreement to the date of determination of each suchsubsequent rights certificate payment amount; and

• anypayment of fees for services provided by outside counsel in connection withprosecuting the antitrust litigation that are contingent on the success of thelitigation (“contingency-based fees”) from the date of the agreement to thedate of determination of each such subsequent rights certificate paymentamount.

 

However, in no event willthe trust or the certificate holders be required to refund to IRI Holdings,Inc. or any of its affiliates any portion of any rights certificate paymentamount previously paid to the trust.

 

The trust is entitled toreceive the rights certificate payment amount, which is calculated using thefollowing methodology:

 

• First, bycalculating the “base preliminary rights certificate payment amount,” whichequals (x) the “base rights certificate percentage” (generally 68%, andadjusted as described below) *times* the lesser of $200 million orthe amount of gross litigation proceeds (as defined below) actually received byInformation Resources and its subsidiaries or their affiliates through the dateof the litigation proceeds certificate applicable to such rights certificatepayment date *minus* (y) the base rights certificate percentage *times*the assumed tax liability with respect the lesser of $200 million or allgross litigation proceeds actually received through the date of the litigationproceeds certificate applicable to that rights certificate payment date *minus*(z) (I) the base rights certificate percentage *times* (II) one *minus*the assumed tax rate *times* (III) the amount ofcontingency-based fees that are calculated on the basis of the portion of grosslitigation proceeds that are less than or equal to $200 million. However,the base preliminary rights certificate payment amount for the last rightscertificate payment date will be increased by the amount by which the claimsexpenses (as defined below) are less than $10 million, and will be furtheradjusted in respect of credit support costs as described below under “—Fundingof Claims Expenses.”

• Second,by calculating the “excess preliminary rights certificate payment amount,”which equals (x) the product of the “excess rights certificate percentage”(generally 75%, and adjusted as described below) *times* the amount by whichthe gross litigation proceeds actually received by Information Resources andits subsidiaries or their affiliates through the date of the litigationproceeds certificate applicable to such rights certificate payment date exceeds$200 million, *minus* (y) the excess rights certificatepercentage *times*the assumed tax liability with respect to the gross litigation proceeds inexcess of $200 million actually received through the date of thelitigation proceeds certificate, *minus* (z) (I) the excess rightscertificate percentage *times* (II) one *minus* the assumed tax rate *times*(III) the amount of contingency-based fees that are calculated on thebasis of the gross litigation proceeds that are in excess of $200 million.

• Third, bycalculating the “rights certificate payment amount,” which equals the sum of(x) the base preliminary rights certificate payment amount *plus*(y) the excess preliminary rights certificate payment amount;*provided*thatthe rights certificate payment amount will be adjusted as described in the nextparagraph.

 

The rights certificatepayment amount for any rights certificate payment date will be reduced by theproduct of (A) one *minus* the assumed tax rate *times*(B) the sum of the following expenses (collectively, the “deductibleexpenses”):

 

• theaggregate amount of expenses as of the rights certificate payment date (and notpreviously included in the computation of a rights certificate payment amount)that Information Resources has incurred (directly or by reimbursement) topermit the trust to comply with securities laws or the rules of the OTCBulletin Board (as described below under “—Expenses of the Trust”) or inconnection with the registration of the rights certificates under theSecurities Act; *plus*

• theaggregate amount of expenses as of the rights certificate payment date (and notpreviously included in the computation of a rights certificate payment amount)incurred pursuant to Information Resources’ obligation to obtain liabilityinsurance for the benefit of the rights agents and to cover the trust’sindemnification obligations, or in order to obtain and maintain directors’ andofficers’ insurance for IRI Holdings, Inc., Information Resources and theirsubsidiaries, but in each case only the aggregate amount in excess of theaggregate amount that would have been paid if the rights certificates werenon-transferable contractual rights rather than publicly traded, registeredsecurities

 

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(which amounts shall be determined by decision of a majority of therights agents or, if there are fewer than five rights agents, by unanimousapproval of the rights agents).

 

If the amount by which therights certificate payment amount is to be so reduced exceeds the rightscertificate payment amount otherwise payable on the relevant rights certificatepayment date, then no payment will be made to the trust for that rightscertificate payment date and the amount of the excess reduction will be carriedover to reduce future rights certificate payment amounts (but not below zero)until the entire reduction amount has been applied.

 

If any Information Resourcesstockholders exercise their appraisal rights under Delaware law with respect tothe merger, each of the base rights certificate percentage and the excessrights certificate percentage will be reduced by multiplying such figure by one*minus*the percentage of shares of Information Resources common stock for whichappraisal rights were properly exercised.

 

For purposes of theforegoing, the term “gross litigation proceeds” means the sum of (x) anyand all cash proceeds recovered or received by Information Resources, itssubsidiaries or their affiliates as a result of the litigation (includingcompensation, damages, penalties and other payments), *plus* (y) the fairmarket value of any and all non-cash proceeds recovered or received byInformation Resources, its subsidiaries or their affiliates as a result of thelitigation (including agreements, commitments, undertakings and other benefitsand protections). The term “litigation proceeds” means gross litigationproceeds less any contingency-based fees. Any non-cash proceeds that provideInformation Resources, its subsidiaries and their affiliates with no substantialbenefits or protections other than those to which they are entitled underapplicable law are deemed to have a fair market value of zero under theagreement.

 

PAYMENT PROCEDURES TOHOLDERS OF RIGHTS CERTIFICATES.** **Thetrust will make payments from time to time to the holders of rightscertificates upon the receipt of rights certificate payment amounts from IRIHoldings, Inc. pursuant to the contingent value rights agreement.  The payment dates will be determined by thelitigation trustees of the trust and, with respect to any receipt of rightscertificate payment amounts, will be no more than 60 days following thereceipt of those amounts.  On eachpayment date, the institutional trustee of the trust will transfer theaggregate rights certificate payment amount to the payment agent designatedpursuant to the declaration of trust, and the payment agent will promptly makepayments to the holders.

 

**Engagement of New Lead Trial Counsel**

 

The federal court’s ruling on April 28, 2003, allowing InformationResources to assert its claim for injuries in the United States as a result ofdefendants’ foreign conduct, expanded the scope of the litigation.  (See “The Litigation” below.)  On January 15, 2004, the court vacatedthe discovery cut off date of January 30, 2004 and the trial date ofSeptember 20, 2004 in order to permit defendants additional time fordiscovery.  Accordingly, the anticipatedlength of the antitrust litigation as well as the scope of discovery wasexpanded.  These changes resulted inhigher legal fees and costs for the litigation than originallyanticipated.  Because the rights agentsbelieved that the escrow fund would not be sufficient to fund the prosecutionof the antitrust litigation as expanded and to pay related expenses under thefee arrangements currently in effect with outside counsel, the rights agentsengaged in an extensive review of various options, including entering intoadditional or modified contingency fee arrangements with one or more of the lawfirms representing Information Resources in the antitrust litigation, engagingadditional counsel on a contingency fee basis, terminating the engagement ofone or more of the law firms currently representing Information Resources, orcombinations of the foregoing.

 

As a result of thisreview and after a period of negotiations, on May 14, 2004, the trust engagedthe Seattle, Washington-based law firm of Hagens Berman LLP to serve as leadtrial counsel in the antitrust litigation. Hagens Berman, founded in 1993, isone of the nation’s premier firms handling large-scale antitrust and othercomplex litigation.  The firm recentlyacted as co-lead counsel in the largest antitrust settlement in United Stateshistory, settling antitrust claims against Visa and MasterCard forapproximately $3 billion in cash and injunctive relief valued by the trialjudge in excess of $20 billion. 

 

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Hagens Berman replacesthe law firm of Boies, Schiller & Flexner LLP, with whom the rights agentswere unable to reach terms for continued representation that the rights agentsbelieved were in the best interest of Information Resources and the rightscertificate holders.   Specifically,among other terms, the parties were unable to reach a mutually satisfactoryagreement on certain economic terms regarding the budget, as well as termsregarding the role of David Boies at trial.

 

Also in May, the rightsagents and Boies, Schiller & Flexner reached agreement on the payment offees and expenses for services rendered by Boies, Schiller & Flexner in representing Information Resources inthe antitrust litigation.  It was agreedthat Boies, Schiller & Flexner will be paid $250,000 in early June 2004 assatisfaction in full of any expenses incurred by it on behalf of InformationResources.  Further, as full and finalsatisfaction of any and all other amounts that Boies, Schiller & Flexnerclaims or may claim are due to it in consideration for Boies, Schiller &Flexner’s representation of Information Resources in the antitrust litigation,Boies, Schiller & Flexner will be entitled to a contingency fee as setforth in  “—Contingency FeeArrangements” below.

 

Based on agreements nowin place with professionals involved in the antitrust litigation,representations made by those professionals, and facts known to the rightsagents today, the rights agents now believe that the trust will have adequatefunds to prosecute the litigation, including any appellate activity and retrialif necessary.  Given the unpredictablenature of litigation generally, however, there can be no assurances that thiswill be the case. (See “Risk Factors — There can be no assurances that thetrust will have adequate funds to prosecute the litigation” below.)  If it should become necessary, the rightsagents may also consider raising additional funds by causing the trust to incurindebtedness or issue additional rights certificates.  (See “—Process for Raising Additional Funds” below.)

 

**Expenses; Escrow Fund**

 

FUNDING OF CLAIMS EXPENSES.** **Claims expenses (as defined below)are generally incurred and paid by Information Resources and are thenreimbursed to Information Resources out of the escrow account referred to inthe next paragraph.  (See “ – SummaryFinancial Information” below.)  As usedherein, the term “claims expenses” means the sum of all direct expensesincurred after the date of the merger agreement by IRI Holdings, Inc.,Information Resources, Information Resources’ subsidiaries, and theiraffiliates to prosecute the antitrust litigation, (i) generally includingany amounts paid to or on behalf of the rights agents but (ii) excluding(A) contingency-based fees, (B) any payment of the independentaccounting firm costs and expenses, (C) any fees, expenses or costsassociated with the trust and (D) any fees, expenses or costs associatedwith registering the rights certificates under the Securities Act or any fees,expenses or costs associated with complying with the Securities Act, theSecurities Exchange Act of 1934 and other securities laws.  Claims expenses also include(a) certain amounts payable to IRI Holdings, Inc. in the event that therights agents direct employees of IRI Holdings, Inc., Information Resources,Information Resources’ subsidiaries, or their affiliates to perform certaintasks in connection with the antitrust litigation and (b) specified costsincurred by IRI Holdings, Inc. in obtaining credit support for its obligationto fund claims expenses.  As ofMarch 31, 2004, no amounts were owed to IRI Holdings, Inc. for employeetime referred to in subparagraph (a) above or for credit support costs referredto in subparagraph (b) above.

 

ESCROW FUND.  Pursuant to the contingent value rightsagreement, on December 12, 2003 IRI Holdings, Inc. placed the cash amountof $10 million, plus interest in the amount of $45,548, in an escrowaccount held by LaSalle Bank National Association as escrow agent, free of anyliens or encumbrances of any kind (except as permitted in the contingent valuerights agreement), to support the prosecution of the antitrust litigation andthe payment of claims expenses. The escrow account is in the name ofInformation Resources but is restricted in use to funding claims expenses forthe antitrust litigation.  As ofMarch 31, 2004, the escrow account balance was $9,043,331.

 

As of May 14, 2004,Information Resources has been reimbursed out of the escrow fund in the amountof $2,355,376 for certain claims expenses it has paid.  Information Resources has paid an additionalamount of $211,332 for claims expenses for which Information Resources will beentitled to reimbursement out of the escrow fund upon presentation of a claimsnotice to the escrow agent.  InformationResources has also received invoices for claims expenses in the amount of $184,915that remain unpaid as of May 14, 2004. In addition to this amount, Information Resources is obligated to payBoies, Schiller & Flexner $250,000 in early June 2004 as reimbursement ofexpenses incurred by it on behalf of Information Resources.  Information Resources has also caused theamount of $1,800,000 to be paid directly out of the escrow fund for certainclaims expenses.  After disbursement ofthe foregoing amounts out of the escrow fund, the balance remaining in theescrow fund will be $5,243,925 (without taking into consideration interestearned on the balance in the escrow fund after March 31, 2004).

 

PROCESS FOR RAISING ADDITIONAL FUNDS. While the rights agents are not currently considering raising additionalfunds, the declaration of trust permits the litigation trustees, upon the instructionof the CVR Rights Agents, to raise funds to pay expenses of the antitrustlitigation in excess of $10 million by either causing the trust to incurindebtedness that represents debt of the trust (and not an ownership interest)for United States federal income tax purposes or causing the trust to issueadditional rights certificates.  Anysuch indebtedness will likely represent a prior claim on the assets of thetrust, including any rights certificate payment amounts received pursuant tothe contingent value rights agreement, and may reduce the aggregate amountsavailable for distribution to rights certificate holders.  Any issuance of additional rightscertificates will have a dilutive effect on rights certificate holders,reducing the percentage of the total rights certificate payment amount thatholders receive with respect to each rights certificate.  As of the date hereof, the litigationtrustees have taken no actions to raise additional funds.  There can be no assurance that the trustwill be able to raise additional funds or, if the trust is able to raise thosefunds, that the terms of that financing will be reasonable. If the trust isunsuccessful in raising additional funds, and if the failure to

 

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prosecute the antitrust litigation results in the dismissal ofInformation Resources’ claims, there will be a possibility of no payment on therights certificates.

 

CONTINGENCY FEE ARRANGEMENTS. On September 17, 2002, Information Resources entered into a partialcontingency fee arrangement with Freeborn & Peters LLP, one of the law firms representing it in the antitrustlitigation.  Information Resources alsohas a full contingency fee arrangement with Hagens Berman LLP, the lead trialcounsel in the antitrust litigation, and Boies, Schiller & Flexner LLP, theformer lead trial counsel in the antitrust litigation.  

 

Under the partial contingency fee arrangement with Freeborn &Peters, Information Resources is obligated to pay all legal fees InformationResources incurs for services provided by Freeborn & Peters below aspecific monthly cap, together with all expenses incurred by Freeborn &Peters in connection with the antitrust litigation.  Additionally, Information Resources has agreed that, if itsettles the case after the trial commences or obtains a verdict in its favor,it will pay Freeborn & Peters an amount equal to the greater of (i) 5%of the value of what Information Resources recovers from the defendants as aresult of a judgment rendered against or a settlement with them, or(ii) the difference between the actual fees paid by Information Resourcesto Freeborn & Peters in connection with the litigation and the fees thatInformation Resources would have incurred had it continued paying Freeborn& Peters for services rendered for the period January 1, 2002 throughthe trial of the litigation at that firm’s standard rates.  If the litigation is settled and dismissedbefore the beginning of a trial on its merits, Information Resources will insteadpay Freeborn & Peters $2.5 million as a contingency fee. Separate fromthe contingency fee arrangement, Information Resources has also agreed toreimburse Freeborn & Peters for all discounts received by InformationResources on legal fees incurred in connection with the litigation and relatedmatters through (i) the period ending December 31, 2001 if InformationResources settles or obtains a verdict in its favor after the trial commences,or (ii) the date of settlement if a settlement occurs before the trialcommences.

 

Under the full contingency fee arrangement with Hagens Berman LLP,Hagens Berman has agreed to represent Information Resources through the trialin the litigation, as well as through any appeals or retrial, if these becomenecessary, in consideration for a contingency fee to be calculated asfollows:  If the litigation is settledbefore a jury is sworn in, Information Resources will pay Hagens Berman acontingency fee equal to the sum of 6% of the first $100 million of anyrecovery, 5% of the second $100 million of any recovery, 4% of the third $100million of any recovery and 3% of the amount of any recovery in excess of $300million.  If Information Resourcessettles the case after a jury is sworn in or obtains a verdict in its favor, InformationResources will instead pay Hagens Berman a contingency fee equal to 8% of anyrecovery.  As part of this contingencyfee arrangement, Information Resources is responsible for paying all expensesincurred by Hagens Berman and Information Resources to prosecute the litigationin accordance with a mutually agreed upon budget.  Any expenses incurred in excess of the budget will be advanced byHagens Berman, to be reimbursed to it out of any balance in the escrow fundreferred to above upon mutually agreed upon terms.  Substantially all costs (excluding legal fees for counselrepresenting Information Resources in the litigation) paid directly orreimbursed by Information Resources or out of the escrow fund since theinception of the case will be deducted from any recovery before calculatingHagens Berman’s contingency fee.  Nocontingency fee shall be paid to Hagens Berman on the award by a court of fees,costs or interest.

 

Under the contingency fee arrangement with Boies, Schiller &Flexner LLP, Boies, Schiller & Flexner will be paid $250,000 in June 2004as satisfaction in full of any expenses incurred by it on behalf of InformationResources during its representation of Information Resources in the antitrustlitigation.  Further, as full and finalsatisfaction of any and all other amounts that Boies, Schiller & Flexnerclaims or may claim are due to it in consideration for Boies, Schiller &Flexner’s representation of Information Resources in the antitrust litigation,Boies, Schiller & Flexner will be entitled to a contingency fee of $3million out of any recovery received by Information Resources in the antitrustlitigation.  If the contingency fee isnot paid to Boies, Schiller & Flexner on or before July 15, 2005, thisamount will begin to accrue interest, in an amount not to exceed $250,000, onJuly 16, 2005 at the rate of one-half of one percent per month.  Boies, Schiller & Flexner has agreed tolook solely to any recovery from the antitrust litigation for the payment ofthe $3 million contingency fee and any interest that may accrue thereon.

 

The additional contingencyfee arrangements entered into with Hagens Berman and Boies, Schiller &Flexner will reduce the percentage of the total recovery from the antitrustlitigation that is available to rights certificate holders with respect to eachrights certificate by the amount of such contingency-based fees; however, theseadditional contingency fee arrangements may also increase the likelihood ofInformation Resources obtaining a higher overall recovery in the litigation,thereby increasing the aggregate amount available for distribution to rightscertificate holders.  (See “RiskFactors—****InformationResources has entered into additional contingency fee arrangements with counselwhich will reduce the percentage of the total recovery from the antitrustlitigation that is available to rights certificate holders.”)

 

EXPENSES OF THE TRUST.  Pursuantto the contingent value rights agreement, Information Resources will generallybe responsible for the expenses of the trust, subject to Information Resources’prior approval of those expenses. Information Resources will also be responsible for all expenses relatingto the indemnification obligations of the trust described in the Prospectus orcompliance with securities laws and the rules of the OTC Bulletin Board.  Information Resources will not beresponsible for the expenses of the trust relating to indebtedness for borrowedmoney and as discussed above will be reimbursed for “claims expenses.” Anyexpenses not imposed on Information Resources as described above will begeneral obligations of the trust, payable out of the trust’s assets (includingout of any rights certificate payment amounts received pursuant to thecontingent value rights agreement). Information Resources will be entitled todeduct from the amounts payable to the trust under the contingent value rightsagreement those expenses of the trust described as deductible expenses in“—Payment Calculation” above.

 

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**Risk Factors**

 

**The antitrust litigation is controlled by rightsagents whose interests may not be aligned with those of the rights certificateholders.**

 

The contingent value rightsagreement provides that a body of five individuals acting as rights agentsdirect and supervise the antitrust litigation. Two rights agents were appointedby the Board of Directors of Information Resources that was in placeimmediately prior to the merger to represent the interests of the rightscertificate holders, two were appointed by IRI Holdings, Inc., and those fourindividuals selected a fifth, independent rights agent.  In making any decision or determination withrespect to the antitrust litigation, the rights agents are required to maximizethe present value to IRI Holdings, Inc. and the trust of any potential futurelitigation proceeds.  A decision tosettle the litigation requires the approval of a majority of the CVR RightsAgents and the Parent Rights Agents, therefore, either of the CVR RightsAgents, voting together, or the Parent Rights Agents, voting together, willhave an effective veto over any decision to settle the antitrust litigation.

 

The interests of IRIHoldings, Inc. in any settlement of the antitrust litigation will notnecessarily be aligned with the interests of the rights certificate holders.For example, IRI Holdings, Inc. may prefer a settlement that includes, inaddition to cash payments, agreements by the defendants to refrain from futureunlawful anti-competitive conduct over an alternative settlement that includesno such agreements, even if the alternative settlement offers higher cashpayments. On the other hand, the rights certificate holders, who would notderive the same benefit as IRI Holdings, Inc. from agreements by the defendantsto refrain from future unlawful anti-competitive conduct, presumably wouldprefer the alternative settlement offering higher cash payments, which wouldresult in correspondingly higher payments on the rights certificates.  As stated above, however, each of the CVRRights Agents, voting together, and the Parent Rights Agents, voting together,have the right to veto any settlement, and that veto would be final and bindingon the other rights agents, the trust and the rights certificate holders.

 

**There can be noassurances that the trust will have adequate funds to prosecute the litigation.**

 

Based on agreements now in place with professionals involved in theantitrust litigation, representations made by those professionals, and factsknown to the rights agents today, the rights agents now believe that the trustwill have adequate funds to prosecute the litigation, including any appellateactivity and retrial if necessary, given the contingency fee arrangementsInformation Resources recently entered into with Hagens Berman LLP and Boies,Schiller & Flexner. However, there can be no assurances that the trust willhave adequate resources to fully prosecute the litigation, especially given theunpredictable nature of litigation generally. If the trust were not to have adequate funds to fully prosecute thelitigation, this could adversely affect the litigation, decrease the amount ofany payments to be made in connection with the litigation and increase thepossibility that no payments will be made in connection with the litigation.

 

If necessary, the rightsagents may also consider raising additional funds by causing the trust to incurindebtedness or issue additional rights certificates.  (See “Risk Factors—While the rights agents are not currentlyconsidering raising additional funds, the value of the rights certificates maybe reduced if the trust incurs debt or diluted if the trust issues additionalrights certificates.”)

 

**Information Resources has entered into additionalcontingency fee arrangements with counsel which will reduce the percentage ofthe total recovery from the antitrust litigation that is available to rightscertificate holders.**

 

As a result of the recentincrease in the length of the litigation and in the scope of discovery and thelitigation itself, along with the related increase in legal fees and costs, therights agents have recently entered into additional contingency feearrangements with its new lead trial counsel and its former lead trial counselin the antitrust litigation.  (See “— ContingencyFee Arrangements” above.)  Thesearrangements will reduce the percentage of total recovery from the litigationthat is available to rights certificate holders.  However, these additional contingency fee arrangements may alsoincrease the likelihood of Information Resources obtaining a higher overallrecovery in the litigation, thereby increasing the aggregate amount availablefor distribution to rights certificate holders.

 

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**While the rights agentsare not currently considering raising additional funds, the value of the rightscertificates may be reduced if the trust incurs debt or diluted if the trustissues additional rights certificates.**

 

The declaration of trustauthorizes the operating trustees of the trust to raise funds for the paymentof trust expenses or, upon the instruction of the CVR Rights Agents, to fundexpenses of the antitrust litigation in excess of $10 million, by eithercausing the trust to incur indebtedness that represents debt of the trust (andnot an ownership interest) for United States federal income tax purposes orcausing the trust to issue additional rights certificates.  Any such indebtedness will likely representa prior claim on the assets of the trust, including any rights certificatepayment amounts received pursuant to the contingent value rights agreement, andmay reduce the aggregate amounts available for distribution to rightscertificate holders.  Any issuance ofadditional rights certificates will have a dilutive effect on rightscertificate holders, reducing the percentage of the total rights certificatepayment amount that holders receive with respect to each rightscertificate.  As of the date hereof, thelitigation trustees have taken no actions to raise additional funds.

 

**Material Federal Income Tax Consequences**

 

For Federal income taxpurposes, the trust is treated as a “grantor trust” and is not intended to bean association taxable as a corporation, joint venture, partnership or otherentity.  Accordingly, each holder of arights certificate will be treated for Federal income tax purposes as the ownerof a pro rata share of the trust’s assets and will be treated as receiving anyamounts received by the trust when those amounts are received by the trust (andas making payments to third parties when the trust pays such amounts).  The trust files Form 1041, U.S. Income TaxReturn for Estates and Trusts; the grantors are provided an informationstatement reporting their portion of the trust’s income/loss.

 

**The Litigation**

 

The following descriptionof the antitrust litigation has been obtained from publicly available documentsfiled with the Securities and Exchange Commission by Information Resources. Itdoes not purport to be a full or complete description of the legal or factualissues presented, the court opinions rendered or the relevant law.

 

GENERAL.  On July 27, 1996, Information Resourcesfiled an antitrust lawsuit against The Dun & Bradstreet Corp., A.C.Nielsen Company and IMS International, Inc. in the United States DistrictCourt for the Southern District of New York entitled InformationResources, Inc. v. The Dun & Bradstreet Corp., et al. No. 96CIV. 5716. In the lawsuit, Information Resources alleges that the defendantsviolated Sections 1 and 2 of the Sherman Act, 15 U.S.C. Sections 1and 2, and the common law by engaging in a series of unlawful practices throughwhich Information Resources claims that defendants attempted to regain monopolypower in the U.S. market for retail tracking services and exclude competitionfrom 30 markets outside the U.S., where Nielsen dominated. Through theantitrust litigation, Information Resources seeks to enjoin those practices andto recover damages in excess of $650 million, before trebling. InformationResources demanded a trial by jury, and the case has been assigned to theHonorable Louis L. Stanton.

 

It is Information Resources’position that it continues to suffer damages to this day as a result of thedefendants’ allegedly unlawful practices, which it believes were aimed atundermining competition by financially crippling Information Resources.

 

DEFENDANTS’ PRACTICES.  Information Resources asserts that, for over60 years, Nielsen had dominated the markets for retail tracking services,both within and outside the U.S., through its manual, audit-based services. In1986, Information Resources introduced its retail tracking service known as“InfoScan,” the world’s first national retail tracking service based on scannerdata. Information Resources alleges that, due to the success of the InfoScanservice, by 1992 Information Resources had gained a significant share of theU.S. market. At the same time, Information Resources began to undertake effortsto expand and export its services to new geographic markets in Western Europeand Canada, where, Information Resources asserts, Nielsen continued to exercisemonopoly power.

 

Information Resources claimsthat, faced with a threat to Nielsen’s foreign monopolies and the loss ofmarket share in the U.S., defendants developed and implemented a plan toundermine Information Resources’ ability to compete both within the U.S. andabroad. To accomplish this objective, Information Resources alleges that thedefendants in the antitrust litigation engaged in the following coordinatedanticompetitive practices, among others:

 

•unlawfully tying/bundling services in markets in which defendants had monopolypower with services in markets in which Nielsen competed with InformationResources;

• enteringinto exclusionary contracts with retailers in several countries in order todeny Information Resources’ access to the sales data necessary to provideretail tracking services or to artificially raise the cost of that data;

• predatorypricing;

 

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• acquiringforeign market competitors with the intent of impeding Information Resources’efforts at geographic expansion;

•tortiously interfering with Information Resources’ contracts and relationshipswith clients, joint venture partners and other market research companies;

•disparaging Information Resources to financial analysts and clients; and

• denyingInformation Resources access to the capital markets necessary for it tocompete.

 

THE GOVERNMENTINVESTIGATIONS.  When the defendants inthe antitrust litigation refused to end these practices, Information Resourcesalerted antitrust regulatory authorities in Canada, the United States andEurope. First, Information Resources complained to the Canadian Director ofInvestigation and Research concerning exclusive data contracts with retailersand long-term contracts with manufacturers that Nielsen had executed in Canada.Information Resources claimed that those contracts prevented InformationResources’ entry into the Canadian market. The Canadian Director ofInvestigation and Research conducted an investigation and thereafter filed anapplication on April 5, 1994, against Nielsen’s practices before theCanadian Competition Tribunal. On August 30, 1995, the CanadianCompetition Tribunal issued an order concluding that Nielsen, the sole supplierof retail tracking services in Canada, had unlawfully excluded InformationResources from the market. The Canadian Competition Tribunal ordered thatNielsen could not enforce any of the provisions of its contracts with retailersor manufacturers that the tribunal has concluded were anticompetitive.

 

Information Resources alsocomplained to the United States Department of Justice-Antitrust Division inJuly 1994 and to the European Commission-Directorate General IV inSeptember 1994, concerning the defendants’ bundling practices withmultinational manufacturers and allegedly exclusionary data contracts withretailers in Europe. The Department of Justice and the European Commissionentered into a cooperation agreement, with the European Commission ultimatelytaking primary responsibility for the investigation.

 

On May 7, 1996,following an 18-month investigation, the European Commission initiated formalproceedings against Nielsen, the dominant provider of retail tracking servicesin Europe, and adopted a statement of objections. The European Commission foundthat Nielsen had engaged in abusive practices to exclude Information Resourcesfrom European markets for retail tracking services. On November 28, 1996,Nielsen entered into a formal undertaking with the European Commission in whichit agreed to abandon all of the abusive practices found by the Commission.Because Nielsen entered into the undertaking, the Department of Justice closedits investigation.

 

U.S. LEGAL PROCEEDINGS.  On July 27, 1996, Information Resourcesfiled its complaint, which asserts the following claims: Sherman ActSection 1 Violation-Per Se Tying (Count I); Sherman ActSection 1 Violation-Unreasonable Restraints of Trade (Count II);Sherman Act Section 2 Violation-Monopolization of the Export Markets(Count III); Sherman Act Section 2 Violation-Attempt to Monopolizethe Export Markets (Count IV); Sherman Act Section 2 Violation-Attempt toMonopolize the United States Market (Count V); Sherman Act Section 2Violation-Monopoly Leveraging (Count VI); Tortious Interference withContract (Count VII); Tortious Interference with Prospective BusinessRelationship (Count VIII).

 

During the course of theproceedings, the court has made the following non-discovery related rulings,among others:

 

• OnMay 6, 1997, the court denied defendants’ motion to dismiss the complaint,with the exception of Information Resources’ claim for attempted monopolizationof the U.S. market. With leave from the court, Information Resources filed anamended complaint on July 7, 1997, re-pleading this claim. OnDecember 1, 1997, the court denied defendants’ motion to dismissInformation Resources’ amended claim for attempted monopolization of the U.S.market.

• OnDecember 7, 1998, the court issued a ruling that barred defendants fromdenying certain findings and conclusions of the Canadian Competition Tribunal.The court also ruled that the European Commission’s Statement of Objections setforth factual findings resulting from an investigation made pursuant toauthority granted by law and, as a result, would be received in evidencepursuant to Federal Rule of Evidence 803(8)(C).

• OnJuly 12, 2000, the court granted defendants’ motion for partial summaryjudgment and dismissed Information Resources’ claims of injury suffered fromdefendants’ activities in foreign markets where Information Resources operatesthrough subsidiaries or companies owned by joint ventures, or relationshipswith local companies, for lack of standing.

• On February 6,2001, the court denied Information Resources’ motion to substitute itssubsidiaries as plaintiffs for those claims dismissed by the court’s order ofJuly 12, 2000, on the ground that the court lacked subject matterjurisdiction over the subsidiaries’ claims. The court also clarified that itsorder of July 12, 2000, prohibited Information Resources from suing torecover damages for any weakening of its competitive position in the UnitedStates because of reduced revenue from its foreign subsidiaries. The court alsoclarified that its order of July 12, 2000, did not dismiss InformationResources’ claims in markets that Information Resources was prepared to orattempted to enter, but from which it claimed it was excluded. InformationResources alleged that it was completely excluded and

 

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never operated a service either directly or through a subsidiary in 22of the 30 foreign markets identified by Information Resources in its AmendedComplaint.

• On April 28,2003, the court ruled that Information Resources had standing to assert itsclaims for injury in the U.S. as a result of defendants’ foreign conduct thatallegedly drained Information Resources of U.S. resources necessary to competein the domestic market, as set forth in Information Resources’ letters to thecourt dated November 15 and December 19, 2002. The court also denieddefendants’ motion for summary judgment seeking to dismiss InformationResources’ claims of injury in the 22 foreign markets not covered by itsprevious orders of July 12, 2000, and February 6, 2001.

• OnMay 21, 2003, the court entered an order setting a trial date ofSeptember 20, 2004.

• OnJanuary 15, 2004, the court, pursuant to defendants’ request, vacated thediscovery cut off and trial date to allow defendants additional time fordiscovery on Information Resources’ claims of injury permitted by the court’sApril 28, 2003 order with respect to defendants’ foreign conduct thatallegedly drained Information Resources of U.S. resources necessary to competein the domestic market.  Discovery onthis issue is ongoing.

• OnFebruary 27, 2004, Information Resources filed its expert report preparedby Professor Franklin Fisher, who, among other things, opined both ondefendants’ liability and Information Resources’ damages.  In general, Professor Fisher concluded thatdefendants engaged in a series of anticompetitive practices, both in the U.S.and abroad, aimed at monopolizing the U.S. market and excluding InformationResources from non-U.S. markets. Professor Fisher opined that a dangerous probability existed whendefendants undertook these practices that they would have monopolized the U.S.market had government authorities not intervened.

• OnFebruary 27, 2004, Information Resources also notified the court that, inorder to expedite the prosecution of the antitrust litigation, it had electednot to pursue as separate claims for damages any of the following:   1) *per se* tying claim (Count I); 2)monopolization and attempted monopolization of certain export markets,specifically Australia, Austria, Belgium, Brazil, Denmark, Finland, Indonesia,Ireland, Hong Kong, Korea, Luxembourg, Malaysia, New Zealand, Norway,Philippines, Portugal, Singapore, Taiwan, Thailand and Switzerland (Counts IIIand IV); 3) monopoly leveraging (Count VI); or 4) tortious interference withcontract and prospective business relationship (Counts VII and VIII).   While Information Resources is notprosecuting these as separate claims for damages, Information Resourcesbelieves that each remains relevant, as an evidentiary matter, to InformationResources’ remaining claims.

• OnApril 7, 2004, the court issued a Scheduling Order setting a trial date ofApril 18, 2005 and a discovery cut off date of October 31, 2004.

 

DAMAGES. In its originalcomplaint, filed in 1996, Information Resources sought damages in excess of$350 million before trebling.  As setforth above, on February 27, 2004, Information Resources filed the expertreport of Professor Fisher.  In thatreport, Professor Fisher opined that Information Resources has suffered damagesof between $545.4 million and $615.5 million (prior to trebling) in the U.S.market, as a result of defendants’ practices that Professor Fisher hasconcluded are anticompetitive and through which Professor Fisher concludesdefendants sought to monopolize the U.S. market.  He has also opined that Information Resources suffered damages of$21.0 million in Canada and $15.2 million in Mexico, as a result of practicesthat Professor Fisher has concluded were anticompetitive and excludedInformation Resources from these markets.

 

**None of the trust, Gingko Corporation, InformationResources, or any of their respective affiliates, make any representations asto the amount of any potential recovery from the antitrust litigation or when,if ever, any recovery may be obtained.**

 

COUNSEL TO INFORMATIONRESOURCES.  Information Resources iscurrently represented in the antitrust litigation by the following lawfirms:  Freeborn & Peters LLP;Hagens Berman LLP; and Fried, Frank, Harris, Schriver & Jacobson LLP.

 

**Management of theLitigation**

GENERAL.  Under the termsof the contingent value rights agreement, the antitrust litigation is to bedirected on behalf of Information Resources and the rights certificates holdersby a body of five rights agents: two CVR Rights Agents, two Parent RightsAgents and one Independent Rights Agent. Under the contingent valuerights agreement, the CVR Rights Agents are responsible for overseeing theday-to-day workings of the antitrust litigation. However, the approval of amajority of the rights agents is required for certain strategic decisionsrelating to the antitrust litigation. Further, a majority of the rights agents(other than the Independent Rights Agent) must approve any settlement of thelitigation.   The current CVR Rights Agents are Joseph P. Durrett, former ChiefExecutive Officer and Chairman of the Board of Directors of InformationResources, and Monica M. Weed, former General Counsel of Information Resources.  The current Parent Rights Agents are WilliamChisholm, Executive Vice President and a member of the Board of Directors ofIRI Holdings, Inc., and Michael Duffey, current Chief Financial Officer ofInformation Resources.  OnJanuary 14, 2004, the CVR Rights Agents and the Parent Rights Agentsunanimously selected Travis Rhodes, investment analyst at Abrams Capital LLC,as the Independent Rights Agent.  Mr.Rhodes was formerly employed by Fidelity Investments as a high-yield anddistressed bond analyst.  As of May 14,2004, Mr. Durrett was the beneficial owner of 323,536 rights certificates, Ms.Weed was the beneficial holder of 47,736 rights certificates and

 

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Abrams Capital LLC was the beneficial owner of 3,023,700 rightscertificates.  None of IRI Holdings,Inc., Mr. Chisholm, Mr. Duffey or Mr. Rhodes was a beneficial owner of rightscertificates as of May 14, 2004, although Mr. Rhodes maintains a personalinvestment in the Abrams Capital funds that own rights certificates.

 

On March 6, 2004,the rights agents engaged Monica M. Weed, former General Counsel of InformationResources, to assist them in the day-to-day management of the antitrustlitigation and to perform such other duties as the rights agents may delegateto Ms. Weed from time to time.  Ms. Weedhas in-depth and specific knowledge of the facts underlying the litigation and,as General Counsel of Information Resources, was responsible for managing theday-to-day matters in the antitrust litigation from 1998 through the effectivedate of the contingent value rights agreement, when the CVR Rights Agents tookover day-to-day management responsibility for the antitrust litigation.  Ms. Weed is compensated at the rate of $350per hour, plus reimbursement of her reasonable out-of-pocket expenses.  As of April 1, 2004, when Ms. Weedbegan receiving $5,000 per month as compensation for serving as a CVR RightsAgent (see “—Compensation and Expenses of Rights Agents” below), she beganproviding services to the rights agents at no additional charge for the first$5,000 of services rendered each month.

 

COMPENSATIONAND EXPENSES OF RIGHTS AGENTS. Beginning December 2003, the CVR Rights Agents are tobe paid at least $5,000 per month on the first day of each month until the lastrights certificate payment date, and the Independent Rights Agent may be paid afair and reasonable amount of compensation until the last payment date that isagreed to by a majority of the rights agents (other than the Independent RightsAgent).   These payments are payable asclaims expenses (see  “—Funding ofClaims Expenses”).  Generally, allreasonable expenses and disbursements incurred by the rights agents inconnection with the discharge of their duties will also be payable by IRIHoldings, Inc. as claims expenses.  TheParent Rights Agents are not entitled to any compensation for their service asParent Rights Agents.  As ofMarch 31, 2004, the total amount of $30,000 was incurred as compensationpayments to the CVR Rights Agents for the first quarter of 2004.  Mr. Rhodes has not sought any compensationin connection with his services as the Independent Rights Agent and hasinformed the trust that he will not seek remuneration in the future forservices as the Independent Rights Agent.

 

LIABILITY ANDINDEMNIFICATION OF RIGHTS AGENTS.  Therights agents will not be liable for any acts or omissions except to the extentthat the rights agents have engaged in willful misconduct or bad faith. Therights agents will be indemnified and held harmless from and against any andall liabilities, obligations, losses, damages, penalties, actions, judgments,suits, costs, reasonable expenses and reasonable disbursements of any kind ornature whatsoever (including for their own ordinary or gross negligence) thatmay be imposed on, asserted against or incurred by them under the contingentvalue rights agreement. The rights agents will not have the right to beindemnified under the contingent value rights agreement for their own willfulmisconduct or bad faith.

 

REMOVAL AND APPOINTMENT OFRIGHTS AGENTS.  The rights agents mayresign at any time by giving written notice of resignation to IRI Holdings,Inc., the trust and the other rights agents. Any Parent Rights Agent may be removed by IRI Holdings, Inc. at any timeand all of the rights agents (other than the Independent Rights Agent) mayremove the Independent Rights Agent at any time.  A CVR Rights Agent may not be removed by any party.  If a Parent Rights Agent resigns, is removedor becomes incapable of acting, IRI Holdings, Inc. will promptly appoint aqualified successor Parent Rights Agent, which may be an officer of IRIHoldings, Inc.  If a CVR Rights Agentresigns, is removed, or becomes incapable of acting, the remaining CVR Rights Agentwill promptly appoint a qualified successor who is a rights certificateholder.  If the Independent Rights Agentresigns, is removed or becomes incapable of acting, his or her successor willbe appointed by the unanimous agreement of the remaining rights agents.Additional mechanisms are in place if a successor CVR Rights Agent is notchosen as set forth above.

 

**Summary FinancialInformation**

The following is a summary that details the antitrust litigation escrowaccount expense activity for the period ended March 31, 2004, as well asthe amount available to cover incurred but unpaid antitrust litigationexpenses:

 
| Litigation Escrow Account Fund Balance,  December 31, 2003                                                                         |   | $          | 10,045,548 |   |
|-----------------------------------------------------------------------------------------------------------------------------------------|--------|------------|------------|--------|
| Reimbursements to Information Resources,  Inc as of March 31, 2004                                                                 |   | (1,008,984 | )          |
| EXPENSES                                                                                                                                |   |       |       |
| Claims Expenses Reimbursable to Information  Resources, Inc. for services rendered / expenses incurred as of  March 31, 2004       |   | (711,940   | )          |
| Rights Agents Fees Reimbursable to  Information Resources, Inc. for services rendered / expenses incurred as of  March 31, 2004    |   | (20,000    | )          |
| Claims Expenses Incurred but Unpaid by  Information Resources, Inc for services rendered / expenses incurred as of  March 31, 2004 |   | (4,278,404 | )*         |
| Total Claims Expenses                                                                                                                   |   | (5,010,344 | )*         |
| Funds Available for Future Claims Expenses                                                                                              |   | $          | 4,026,220  |   |

 

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* Includes fees and expensesof Boies, Schiller & Flexner which were subsequently converted into Boies,Schiller & Flexner's right to a contingency fee.  (See “—Contingency Fee Arrangements” above.)

 

**Forward Looking Information**

 

Statements and financial discussion and analysis by the litigationtrustees contained throughout this Quarterly Report on Form 10-Q that are nothistorical facts are forward-looking statements made pursuant to the safeharbor provisions of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements involve a numberof risks and uncertainties.  Certain ofthese risks are discussed in the section of this Quarterly Report entitled“Risk Factors.”  For further informationregarding these risks and uncertainties, please see the section of theProspectus entitled “Risk Factors.”

 

**ITEM 3.   *Quantitative and Qualitative Disclosures About MarketRisk***

 

Not Applicable.

 

**ITEM 4.   *Controls and Procedures***

 

The litigation trustees have concluded that the registrant’s disclosurecontrols and procedures are effective based on their evaluation of thesecontrols as of March 31, 2004. There have been no changes in the registrant’s internal controls,including over financial reporting, or in other factors that couldsignificantly affect internal controls subsequent to that date.

 

**PARTII – OTHER INFORMATION**

 

**ITEM 1.   *Legal Proceedings.***

 

The Registrant is not a party to any legal proceedings.  For a discussion of the litigation in whichthe Registrant has an interest, see Part I, Item 2, “Management’s Discussionand Analysis of Financial Condition and Results of Operations – TheLitigation.”

 

**ITEM 2.  *Changes in Securities and Use of Proceeds.***

 

None.

 

**ITEM 3.   *Defaults Upon Senior Securities.***

 

Not Applicable.

 

**ITEM 4.   *Submission of Matters to a Vote of Security Holders.***

 

None.

 

**ITEM 5.   *Other Information.***

 

None.

 

 

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**ITEM 6.   *Exhibits and Reports on Form 8-K.***

 

(a)          Exhibits

 
| 10.1 | Amended and Restated Declaration of Trust (1)                                                              |
|------|------------------------------------------------------------------------------------------------------------|
| 10.2 | Contingent Value Rights Agreement (2)                                                                      |
| 10.3 | Amendment No. 1 to  Contingent Value Rights Agreement (3)                                                  |
| 31.1 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act  of 2002, signed by Joseph P. Durrett |
| 31.2 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act  of 2002, signed by Monica M. Weed    |
| 32.1 | Certification of Quarterly Report by Litigation Trustee Joseph P.  Durrett                                 |
| 32.2 | Certification of Quarterly Report by Litigation Trustee Monica M.  Weed                                    |

 

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| (1) | Exhibit is incorporated by reference to the Current Report on Form  8-K, filed with the SEC on November 12, 2003 |
|-----|-----------------------------------------------------------------------------------------------------------------------|
| (2) | Exhibit is incorporated by reference to the Current Report on Form  8-K, filed with the SEC on November 12, 2003 |
| (3) | Exhibit is incorporated by reference to the Current Report on Form  8-K, filed with the SEC on January 21, 2004  |

 

(b)         Reports on Form 8-K

 

Current Report on Form 8-K, filed with the SEC on January 21, 2004

Current Report on Form 8-K, filed with the SEC on April 15, 2004

 

 

**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the Registrant has duly caused this report tobe signed on its behalf by the undersigned thereunto duly authorized.

 

Dated: May 24, 2004

 

 
|   | INFORMATION RESOURCES, INC.  CONTINGENT RIGHTS PAYMENT TRUST |
|--------|--------------------------------------------------------------|
|   |                                                         |   |
|   | By:                                                          |   /s/ JOSEPH P. DURRETT |   |
|   |                                                         | Joseph P. Durrett |
|   |                                                         | Litigation Trustee |

 

Pursuant to the Requirement of the Securities Exchange Act of 1934,this report has been signed below by the following persons on behalf of theRegistrant and in the capacities indicated on May 24, 2004.

 
| **Signature**             |   | **Title**          |
|---------------------------|--------|--------------------|
|                      |   |               |
| /s/ JOSEPH P. DURRETT     |   | Litigation Trustee |
| Joseph P. Durrett         |   |               |
|                      |   |               |
| /s/   MONICA M. WEED |   | Litigation Trustee |
| Monica M. Weed            |   |               |

 

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**INDEXTO EXHIBITS**

** **

** **
| 10.1 | Amended and Restated Declaration of Trust (1)                                                              |
|------|------------------------------------------------------------------------------------------------------------|
| 10.2 | Contingent Value Rights Agreement (2)                                                                      |
| 10.3 | Amendment No. 1 to  Contingent Value Rights Agreement (3)                                                  |
| 31.1 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act  of 2002, signed by Joseph P. Durrett |
| 31.2 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act  of 2002, signed by Monica M. Weed    |
| 32.1 | Certification of Quarterly Report by Litigation Trustee Joseph P.  Durrett                                 |
| 32.2 | Certification of Quarterly Report by Litigation Trustee Monica M.  Weed                                    |

 

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| (1) | Exhibit is incorporated by reference to the Current Report on Form  8-K, filed with the SEC on November 12, 2003 |
|-----|-----------------------------------------------------------------------------------------------------------------------|
| (2) | Exhibit is incorporated by reference to the Current Report on Form  8-K, filed with the SEC on November 12, 2003 |
| (3) | Exhibit is incorporated by reference to the Current Report on Form  8-K, filed with the SEC on January 21, 2004  |

 

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