**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  June 30, 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 July 31, 2004, there were 32,127,736 rights certificates, nopar value, outstanding.

 

 

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**PARTI – FINANCIAL INFORMATION**

 

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

 

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

 

**BALANCESHEETS**

 

 
|                                                                                                                                                              |   | **June 30,  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 32,127,137 and 29,082,358 were  issued and outstanding, respectively |   | —                  |   | —                      |   |
| Contributed Capital                                                                                                                                               |   | 175,391                 |   | 13,000                      |   |
| Accumulated Deficit                                                                                                                                               |   | (175,391                | )      | (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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**INFORMATIONRESOURCES, INC. LITIGATION CONTINGENT PAYMENT RIGHTS TRUST**

 

**STATEMENTOF OPERATIONS**

**(UNAUDITED)**

 

|               |   | **Three  Months Ended  June 30, 2004** |    | **Six Months  Ended  June 30, 2004** |   |
|--------------------|--------|---------------------------------------------|---------|-------------------------------------------|--------|
| REVENUE            |   | $                                           | —  |                                      | $      | — |   |
|               |   |                                        |    |                                      |   |
| EXPENSES           |   |                                        |    |                                      |   |
| Rights Agents fees |   | (30,000                                     | )       | (60,000                                   | )      |
| Legal fees         |   | (21,624                                     | )       | (79,377                                   | )      |
| Audit fees         |   | —                                      |    | (15,000                                   | )      |
| Other fees         |   | (8,014                                      | )       | (8,014                                    | )      |
|               |   |                                        |    |                                      |   |
| Total expenses     |   | (59,638                                     | )       | (162,391                                  | )      |
|               |   |                                        |    |                                      |   |
| Net loss           |   | $                                           | (59,638 | )                                         | $      | (162,391 | ) |

 

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)**

 

**SixMonths Ended June 30, 2004**

 
| CASH FLOWS FROM OPERATING ACTIVITIES:                  |   |     |     |
|--------------------------------------------------------|--------|----------|----------|
|                                                   |   |     |     |
| Net loss                                               |   | $        | (162,391 | ) |
|                                                   |   |     |     |
| Net cash used by operating activities                  |   | (162,391 | )        |
|                                                   |   |     |     |
| CASH FLOWS FROM FINANCING ACTIVITIES:                  |   |     |     |
|                                                   |   |     |     |
| Capital contribution from Information  Resources, Inc. |   | 162,391  |     |
|                                                   |   |     |     |
| Net cash provided by financing activities              |   | 162,391  |     |
|                                                   |   |     |     |
| 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.

 

4

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

**NOTESTO FINANCIAL STATEMENTS**

**(UNAUDITED)**

 

**1.****              SUMMARYOF 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.****              THELITIGATION**

 

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 that allegedlydrained Information Resources of U.S. resources necessary to compete in thedomestic market.  Discovery on thisissue is ongoing.  On February 27,2004, Information Resources filed its expert report prepared by ProfessorFranklin Fisher, who, among other things, opined both on defendants’ liabilityand Information Resources’ damages.  Ingeneral, Professor Fisher concluded that defendants engaged in a series ofanticompetitive practices, both in the U.S. and abroad, aimed at monopolizingthe U.S. market and excluding Information Resources from non-U.S. markets.  Professor Fisher opined that a dangerousprobability existed when defendants undertook these practices that they wouldhave monopolized the U.S. market had government authorities not intervened.  On February 27, 2004, InformationResources also notified the court that, in order to expedite the prosecution ofthe antitrust litigation, it had elected not to pursue as separate claims fordamages any of the following:   1) *per se*tying claim (Count I); 2) monopolization and attempted monopolization ofcertain 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 

 

5

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VI); or 4) tortious interference with contract and prospective businessrelationship (Counts VII and VIII).  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.  On July 23, 2004, the court admittedthe law firm of Hagens Berman LLP to represent Information Resources in placeof the law firm of Boies, Schiller & Flexner LLP.  Hagens Berman joins the law firms of Freeborn & Peters LLPand Fried, Frank, Harris, Shriver & Jacobson LLP in representingInformation Resources in the litigation.

 

DAMAGES. In its original complaint, filed in 1996, InformationResources sought damages in excess of $350 million before trebling.  As set forth above, on February 27,2004, Information Resources filed the expert report of Professor Fisher.  In that report, Professor Fisher opined thatInformation Resources has suffered damages of between $545.4 million and $615.5million (prior to trebling) in the U.S. market, as a result of defendants’practices that Professor Fisher has concluded are anticompetitive and throughwhich Professor Fisher concludes defendants sought to monopolize the U.S.market.  He has also opined thatInformation Resources suffered damages of $21.0 million in Canada and $15.2million in Mexico, as a result of practices that Professor Fisher has concludedwere anticompetitive and excluded Information Resources from these markets.

 

**3.****              CLAIMSEXPENSES / 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 certificates underthe Securities Act or any fees, expenses or costs associated with complyingwith the Securities Act, the Securities Exchange Act of 1934 and othersecurities laws.  Claims expenses alsoinclude (a) certain amounts payable to IRI Holdings, Inc. in the eventthat the rights agents direct employees of IRI Holdings, Inc., InformationResources, Information Resources’ subsidiaries, or their affiliates to performcertain 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 June 30, 2004, no amounts were owed to IRI Holdings,Inc. for employee time referred to in subparagraph (a) above or for credit supportcosts referred to in subparagraph (b) above.

 

Pursuant to the contingent value rights agreement, on December 12,2003 IRI Holdings, Inc. placed the cash amount of $10 million, plusinterest in the amount of $45,548, in an escrow account held by LaSalle BankNational Association as escrow agent, free of any liens or encumbrances of anykind (except as permitted in the contingent value rights agreement), to supportthe prosecution of the antitrust litigation and the payment of claimsexpenses.  The escrow account is in thename of Information Resources but is restricted in use to funding claimsexpenses for the antitrust litigation. As of June 30, 2004, the escrow account balance was $5,225,154.

 

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 engaged in an extensive review ofvarious options, including entering into additional or modified contingency feearrangements 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 LLPreplaced 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 economic termsregarding the budget, as well as terms regarding the role of David Boies attrial.

 

Information Resources has engaged Hagens Berman LLP to represent it inthe antitrust litigation on a full contingency fee basis. Based on theagreement with Hagens Berman, as well as agreements now in place with otherprofessionals involved in the antitrust litigation, representations made bythese professionals, and facts known to the rights agents today, the rightsagents believe that the trust will have adequate funds to prosecute thelitigation, including any appellate activity and retrial if necessary.  However, given the unpredictable nature oflitigation generally, there can be no assurances that this will be thecase.  If, for any reason, the trustwere not to have adequate funds to fully prosecute the litigation, this couldadversely affect the litigation, decrease the amount of any payments to be madein connection with the litigation and increase the possibility that no paymentswill be made in connection with the litigation.

 

While the rights agents are not currently considering raisingadditional funds, the declaration of trust will permit the litigation trustees 

 

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of the trust, upon the instruction of the CVR Rights Agents, to raisefunds to pay expenses of the antitrust litigation in excess of $10 millionby either causing the trust to incur indebtedness that represents debt of thetrust (and not an ownership interest) for United States Federal income taxpurposes or causing 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.  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 contingent value rights agreement, InformationResources will generally be responsible for the expenses of the trust, subjectto Information Resources’ prior approval of those expenses.  Information Resources will also beresponsible for all expenses relating to the indemnification obligations of thetrust described in the Registration Statement on Form S-4 with respect to the rightscertificates, as filed by the trust with, and declared effective by, the SEC onOctober 30, 2003 (SEC File Number 333-108592) (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 certain expenses of the trust described in the contingent valuerights agreement.

 

**4.****              COMPENSATIONAND EXPENSES OF RIGHTS AGENTS**

 

BeginningDecember 2003, the rights agents appointed by the Board ofDirectors of Information Resources that was in place prior to the completion ofthe merger, 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 June 30, 2004, the total amountof $60,000 was incurred as compensation payments to the CVR Rights Agents forthe first half 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.****              PAYMENTSTO CERTIFICATEHOLDERS**

 

Each rights certificate entitles its holder to receive a pro rataportion of any amount received by the trust in respect of antitrust litigationproceeds under the terms of the contingent value rights agreement. Pursuant tothe terms of the contingent value rights agreement, the trust will be entitledto be paid by IRI Holdings, Inc. an amount equal to 68% of any proceedsreceived  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.  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.

 

The trust 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.

 

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

 

**Introduction**

 

As of 1996, Information Resources, Inc. (“Information Resources”) hasbeen involved in antitrust litigation (the “antitrust litigation”

 

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or the “litigation”) against The Dun & Bradstreet Corp., A.C.Nielsen Company (now owned by VNU, N.V.) and IMS International, Inc. (See “TheLitigation” below).  In December 2003,all of the outstanding shares of Information Resources common stock wereacquired by Gingko Acquisition Corp. pursuant to a tender offer and subsequentmerger of Gingko Acquisition Corp. with and into Information Resources.  In connection with this acquisition, theInformation Resources, Inc. Litigation Contingent Payment Rights Trust (the“trust”) was created primarily to distribute any proceeds from the litigationreceived by the trust to holders of rights certificates.  As part of the merger consideration paid byGingko Acquisition Corp., certain shareholders of common stock of InformationResources received contingent value rights certificates (“rightscertificates”), which represent undivided beneficial interests in the assets ofthe trust.  The rights certificatesentitle the holders to a pro rata portion of any proceeds received byInformation Resources in the litigation. Set forth below are descriptions of: (i) the trust; (ii) the rightscertificates and the rights thereunder; (iii) payments made to the trust; (iv)engagement of new lead trial counsel; (v) expenses and escrow fund; (vi)material Federal income tax consequences; (vii) the litigation and themanagement thereof; and (viii) a summary of financial information.  Also below is a discussion of certain riskfactors that may affect the trust and the rights of holders of the rightscertificates.

 

**Description of theTrust**

 

The trust is a statutory trust created under Delaware law pursuant toan initial declaration of trust and the filing of a certificate of trust withthe Delaware Secretary of State on August 27, 2003.  The trust was created in connection with thetender offer by Gingko Acquisition Corp., a wholly-owned subsidiary of IRIHoldings, Inc. (formerly known as Gingko Corporation), to purchase alloutstanding shares of Information Resources common stock (and associatedpreferred share purchase rights) for $3.30 net per share in cash, plus onerights certificate per share, and the subsequent second-step merger ofGingko Acquisition Corp. with and into Information Resources pursuant tothe Agreement and Plan of Merger dated as of September 7, 2003, asamended, by and among Information Resources, Gingko Corporation and GingkoAcquisition Corp.   The second-stepmerger was completed onDecember 12, 2003.  TheRegistration Statement on Form S-4 with respect to the rights certificatesreferred to in this document was filed by the trust with, and declaredeffective by, the SEC on October 30, 2003 (SEC File Number 333-108592)(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 RightsCertificates and Rights Thereunder**

 

An amended and restated declaration of trust, dated as ofOctober 31, 2003 (the “declaration of trust”), governs the administrationof the trust.  Because of the nature of the trustpursuant to the declaration of trust, there are no employees, no board ofdirectors, and no board audit committee. The two litigation trustees (the “litigation trustees”) appointedpursuant to the declaration of trust, together with the institutional trustee,Wachovia Bank, N.A., perform certain trust functions under the terms of thedeclaration of trust.  The litigationtrustees are Joseph P. Durrett, former Chief Executive Officer and Chairman ofthe Board of Directors of Information Resources, and Monica M. Weed, formerGeneral Counsel of Information Resources. The litigation trustees are not entitled to any compensation for servingas litigation trustees, but the litigation trustees also serve as rights agentsand receive compensation in such capacity (see “—Compensation and Expenses of the Rights Agents” below). Thelitigation trustees are responsible for establishing and maintaining disclosurecontrols and procedures and internal controls. Under the terms of thecontingent value rights agreement, however, the antitrust litigation is to bedirected by a body of five rights agents (the “rights agents”) rather than bythe 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 thetrust.  Each rights certificate entitlesits holder to receive a pro rata portion of any amount received by the trust inrespect of litigation proceeds under the terms of the contingent value rightsagreement described below.  As a resultof the acquisition byGingko Acquisition Corp. of all outstanding shares of Information Resourcescommon stock, there were 32,259,364 rights certificates authorized andissuable.  At June 30, 2004,32,127,137 rights certificates had been issued and were outstanding as follows:

 
| **RECIPIENTS OF RIGHTS CERTIFICATES**                           |   | **NUMBER OF RIGHTS  CERTIFICATES  ISSUED** |   |
|-----------------------------------------------------------------|--------|--------------------------------------------|--------|
| Information  Resources common stockholders                      |   | 30,444,671                                 |   |
|                                                            |   |                                       |   |
| Information  Resources stock option and restricted stockholders |   | 1,682,466                                  |   |
|                                                            |   |                                       |   |
| Total  rights certificates issued                               |   | 32,127,137                                 |   |

 

At June 30, 2004, 3,494 rights certificates had not beenissued relating to the fact that the trust had not yet received complete

 

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documentation from all stock or stock option holders and furtherrelating to the fact that certain holders of shares of Information Resourcesstock had notified Information Resources that they intended to exercise theirappraisal rights with respect to a total of 3,000 shares of InformationResources stock.  The time period forexercising appraisal rights has since expired and the transfer agent hascontacted these holders to encourage them to surrender their certificates inexchange for merger consideration consisting of $3.30 net per share in cash,plus one rights certificate per share.

 

The rights certificates are freely transferable by the holders of therights certificates under the Securities Act of 1933 (the “Securities Act”) andunder the terms of the declaration of trust, except for the followingrestrictions:

 

• 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 value rights agreement, dated as ofOctober 31, 2003 (the “contingent value rights agreement”), governs theterms of management of the antitrust litigation and the obligations of IRIHoldings, Inc. to make cash payments to the trust in respect of proceedsreceived in the antitrust litigation. Pursuant to the terms of the contingent value rights agreement, thetrust will be entitled to be paid by IRI Holdings, Inc. an amount equal to 68%of any proceeds received by Information Resources in respect of the antitrustlitigation (whether by settlement, judgment or otherwise), to the extent suchproceeds are equal to or less than $200 million, and 75% of any suchproceeds in excess of $200 million, in each case subject to adjustmentsdescribed for certain items, including for taxes that Information Resourceswill be required to pay on the recovery (assumed to be at a rate of 34%) andany contingency-based fees payable to outside counsel in connection with theantitrust litigation.  The remaining 32%of any such proceeds, to the 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 theProspectus) will be retained and remain the property of Information Resourcesand its then-current owners.

 

**Payments Made To theTrust**

 

APPROVAL PROCESS FOR PAYMENTS MADE TO THE TRUST.  Under the terms of the contingent valuerights agreement, as promptly as practicable, but in no event later than30 days after each receipt by Information Resources or its subsidiaries orany of their affiliates of any litigation proceeds (other than litigationproceeds received as a result of a settlement decision) or after adetermination that no litigation proceeds will be received, IRI Holdings, Inc.will deliver to the rights agents a certificate (a “litigation proceedscertificate”) 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;

• anitemized list 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 of delivery of a litigation proceeds certificate,each CVR Rights Agent (as defined in “Management of the Litigation” below) willgive written notice to IRI Holdings, Inc. and each of the other rights agentsspecifying whether he or she agrees with or objects to the litigation proceedscertificate and the rights certificate payment amount.  If each CVR Rights Agent agrees, the rightscertificate payment amount will be as set forth in the litigation proceedscertificate. If either CVR Rights Agent objects, the contingent value rightsagreement provides that such CVR Rights Agent will promptly deliver to IRIHoldings, Inc. and to each other rights agent a certificate specifying eachobjection. If the other CVR Rights Agent does not agree with the first CVRRights Agent’s objections, then the rights certificate payment amount will bethe amount set forth in the litigation proceeds certificate. If, within tendays of the delivery of one CVR Rights Agent’s objections, the other CVR RightsAgent agrees, in whole or in part, with the objections, the contingent valuerights agreement states that IRI Holdings, Inc. and the rights agents will submitthe disputed matters to a mutually agreed upon independent public accountingfirm of national standing that has expertise in the valuation of assets andproperties.  If that accounting firmdetermines that those disputed matters were correct as reflected in thelitigation proceeds certificate, the rights certificate payment amount will bethe amount set forth in the litigation proceeds certificate. If, however, theaccounting firm determines that any of the disputed matters were incorrect inany respect (whether or not material) as reflected in the litigation

 

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proceeds certificate, the independent accounting firm’s resultingcalculation of the rights certificate payment amount will be binding on allparties to the contingent value rights agreement.

 

If the rights certificate payment amount set forth in the accountingfirm’s determination is greater than that determined by IRI Holdings, Inc., therights certificate payment amount will be increased by the interest on thatdifference calculated from the date 45 days after delivery of thelitigation proceeds certificate at an interest rate equal to the average rateactually earned on the rights certificate payment amount determined by IRIHoldings, Inc. and invested in specified short-term instruments. All costs andexpenses billed by the accounting firm in connection with the performance ofits duties described in the Prospectus will be paid by IRI Holdings, Inc.; *provided,however,* that if IRI Holdings, Inc.’s determination of the rightscertificate 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 the approval of any settlement decision, a majorityof the rights agents (not including the Independent Rights Agent) (as definedin “Management of the Litigation” below) will determine the matters to be setforth in a litigation proceeds certificate, including the fair market value ofany non-cash proceeds to be received in connection with that settlementdecision. As promptly as practicable, but in no event later than 30 daysafter the settlement, the rights agents will deliver to IRI Holdings, Inc. alitigation proceeds certificate, which will be binding on IRI Holdings, Inc.and the trust, absent mathematical errors.

 

If any rights certificate payment amount is determined to be payable inaccordance with a litigation proceeds certificate, IRI Holdings, Inc. will paythat amount to the trust within two business days after such determinationis final. Except in limited cases specified in the contingent value rightsagreement, no interest shall accrue on any amounts payable by IRI Holdings,Inc. to the trust.

 

PAYMENT CALCULATION.  Subject tothe required adjustment for the last rights certificate payment date asrequired by the contingent value rights agreement, the calculation of the rightscertificate payment amount (as described below) for any date on which therights certificate payment amount is made (a “rights certificate payment date”)after the first rights certificate payment date, will be made on a cumulativebasis 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 will the trust or the certificate holders berequired to refund to IRI Holdings, Inc. or any of its affiliates any portionof any rights certificate payment amount previously paid to the trust.

 

The trust is entitled to receive the rights certificate payment amount,which is calculated using the following 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

 

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rights certificate percentage *times* the assumed tax liability withrespect to the gross litigation proceeds in excess of $200 millionactually received through the date of the litigation proceeds certificate, *minus*(z) (I) the excess rights certificate percentage *times* (II) one *minus*the assumed tax rate *times* (III) the amount of contingency-basedfees that are calculated on the basis of the gross litigation proceeds that arein 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 certificate payment amount for any rights certificatepayment date will be reduced by the product of (A) one *minus*the assumed tax rate *times* (B) the sum of the followingexpenses (collectively, the “deductible expenses”):

 

• 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 (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 the rights certificate payment amount is to beso reduced exceeds the rights certificate payment amount otherwise payable onthe relevant rights certificate payment date, then no payment will be made tothe trust for that rights certificate payment date and the amount of the excessreduction will be carried over to reduce future rights certificate paymentamounts (but not below zero) until the entire reduction amount has beenapplied.

 

For purposes of the foregoing, the term “gross litigation proceeds” meansthe sum of (x) any and all cash proceeds recovered or received byInformation Resources, its subsidiaries or their affiliates as a result of thelitigation (including compensation, damages, penalties and other payments), *plus*(y) the fair market value of any and all non-cash proceeds recovered orreceived by Information Resources, its subsidiaries or their affiliates as aresult of the litigation (including agreements, commitments, undertakings andother benefits and protections). The term “litigation proceeds” means grosslitigation proceeds less any contingency-based fees. Any non-cash proceeds thatprovide Information Resources, its subsidiaries and their affiliates with nosubstantial benefits or protections other than those to which they are entitledunder applicable law are deemed to have a fair market value of zero under theagreement.

 

PAYMENT PROCEDURES TO HOLDERS OF RIGHTS CERTIFICATES.** **The trust will make payments fromtime to time to the holders of rights certificates upon the receipt of rightscertificate payment amounts from IRI Holdings, Inc. pursuant to the contingentvalue rights agreement.  The paymentdates will be determined by the litigation trustees of the trust and, withrespect to any receipt of rights certificate payment amounts, will be no morethan 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.

 

**Engagement of NewLead 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 in higherlegal fees and costs for the litigation than originally anticipated.  Because the rights agents believed that theescrow fund would not be sufficient to fund the prosecution of the antitrustlitigation as expanded and to pay related expenses under the fee arrangementscurrently in effect with outside counsel, the rights agents engaged in anextensive review of various options, including entering into additional ormodified contingency fee arrangements with one or more of the law firmsrepresenting 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 this review and after a period of negotiations, on May14, 2004, the trust engaged the Seattle, Washington-based law firm of HagensBerman LLP to serve as lead trial counsel in the antitrust litigation. HagensBerman, founded in 1993, is one of the nation’s premier firms handlinglarge-scale antitrust and other complex litigation.  Hagens Berman replaced the law firm of Boies, Schiller &Flexner LLP, with whom the rights agents were unable to reach terms forcontinued representation that the rights agents believed were in the bestinterest of Information Resources and the rights certificate holders.   Specifically, among other terms, the

 

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parties were unable to reach a mutually satisfactory agreement oncertain economic terms regarding the budget, as well as terms regarding therole of David Boies at trial.  OnJuly 23, 2004, Hagens Berman was officially admitted by the court torepresent Information Resources in the litigation.

 

Also in May 2004, therights agents and Boies, Schiller & Flexner reached agreement on thepayment of fees and expenses for services rendered by  Boies, Schiller & Flexner in representing InformationResources in the antitrust litigation. It was agreed that Boies, Schiller & Flexner would be paid $250,000in early June 2004 as satisfaction in full of any expenses incurred by iton behalf of Information Resources. Further, as full and final satisfaction of any and all other amountsthat Boies, Schiller & Flexner claims or may claim are due to it inconsideration for Boies, Schiller & Flexner’s representation of InformationResources in the antitrust litigation, Boies, Schiller & Flexner will beentitled to a contingency fee as set forth in “—Contingency Fee Arrangements” 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 believe that the trust will have adequate fundsto prosecute the litigation, including any appellate activity and retrial ifnecessary.  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.** **Claimsexpenses (as defined below) are generally incurred and paid by InformationResources and are then reimbursed to Information Resources out of the escrowaccount referred to in the next paragraph. (See “ – Summary Financial Information” below.)  As used herein, the term “claims expenses”means the sum of all direct expenses incurred after the date of the mergeragreement by IRI Holdings, Inc., Information Resources, Information Resources’subsidiaries, and their affiliates to prosecute the antitrust litigation,(i) generally including any amounts paid to or on behalf of the rightsagents but (ii) excluding (A) contingency-based fees, (B) anypayment of the independent accounting firm costs and expenses, (C) any fees,expenses or costs associated with the trust and (D) any fees, expenses orcosts associated with registering the rights certificates under the SecuritiesAct or any fees, expenses or costs associated with complying with theSecurities Act, the Securities Exchange Act of 1934 and other securitieslaws.  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 of June 30,2004, no amounts were owed to IRI Holdings, Inc. for employee time referred toin subparagraph (a) above or for credit support costs referred to insubparagraph (b) above.

 

ESCROW FUND.  Pursuant to thecontingent value rights agreement, on December 12, 2003, IRI Holdings,Inc. placed the cash amount of $10 million, plus interest in the amount of$45,548, in an escrow account held by LaSalle Bank National Association asescrow agent, free of any liens or encumbrances of any kind (except aspermitted in the contingent value rights agreement), to support the prosecutionof the antitrust litigation and the payment of claims expenses. The escrowaccount is in the name of Information Resources but is restricted in use tofunding claims expenses for the antitrust litigation.  As of June 30, 2004, the escrow account balance was$5,225,154.

 

As of July 31, 2004, Information Resources has been reimbursed outof the escrow fund in the amount of $2,908,072 for certain claims expenses ithas paid.  Information Resources haspaid an additional amount of $228,967 for claims expenses for which InformationResources will be entitled to reimbursement out of the escrow fund uponpresentation of a claims notice to the escrow agent.  Information Resources has also received invoices for claimsexpenses in the amount of $285,974 that remain unpaid as of July 31,2004.  Information Resources has alsocaused the amount of $2,050,000 to be paid directly out of the escrow fund forcertain claims expenses.  Afterdisbursement of the foregoing amounts out of the escrow fund, the balanceremaining in the escrow fund will be $4,572,535 (without taking intoconsideration interest earned on the balance in the escrow fund).

 

PROCESS FOR RAISING ADDITIONAL FUNDS. While the rights agents are not currently considering raising additionalfunds, the declaration of trust permits the litigation trustees, upon theinstruction of the CVR Rights Agents, to raise funds to pay expenses of theantitrust litigation in excess of $10 million by either causing the trustto incur indebtedness that represents debt of the trust (and not an ownershipinterest) for United States federal income tax purposes or causing the trust toissue additional rights certificates. Any such indebtedness will likely represent a prior claim on the assetsof the trust, including any rights certificate payment amounts receivedpursuant to the contingent value rights agreement, and may reduce the aggregateamounts available 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 prosecute theantitrust litigation results in the dismissal of Information Resources’ claims,there will be a possibility of no payment on the rights certificates.

 

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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 willinstead pay Freeborn & Peters $2.5 million as a contingency fee.Separate from the contingency fee arrangement, Information Resources has alsoagreed to reimburse Freeborn & Peters for all discounts received byInformation Resources on legal fees incurred in connection with the litigationand related matters through (i) the period ending December 31, 2001 ifInformation Resources settles or obtains a verdict in its favor after the trialcommences, or (ii) the date of settlement if a settlement occurs beforethe trial commences.

 

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 Resources settlesthe case after a jury is sworn in or obtains a verdict in its favor,Information Resources will instead pay Hagens Berman a contingency fee equal to8% of any recovery.  As part of thiscontingency fee arrangement, Information Resources is responsible for payingall expenses incurred by Hagens Berman and Information Resources to prosecutethe litigation in accordance with a mutually agreed upon budget.  Any expenses incurred in excess of thebudget will be advanced by Hagens Berman, to be reimbursed to it out of anybalance in the escrow fund referred to above upon mutually agreed uponterms.  Substantially all costs(excluding legal fees for counsel representing Information Resources in thelitigation) paid directly or reimbursed by Information Resources or out of theescrow fund since the inception of the case will be deducted from any recoverybefore calculating Hagens Berman’s contingency fee.  No contingency fee shall be paid to Hagens Berman on the award bya court of fees, costs or interest.

 

Under the contingency fee arrangement with Boies, Schiller &Flexner LLP, Boies, Schiller & Flexner was 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 contingency fee arrangements entered into with HagensBerman and Boies, Schiller & Flexner will reduce the percentage of thetotal recovery from the antitrust litigation that is available to rightscertificate holders with respect to each rights certificate by the amount ofsuch contingency-based fees; however, these additional contingency feearrangements may also increase the likelihood of Information Resourcesobtaining a higher overall recovery in the litigation, thereby increasing theaggregate amount available for distribution to rights certificate holders.  (See “Risk Factors—****Information Resources hasentered into additional contingency fee arrangements with counsel which willreduce the percentage of the total recovery from the antitrust litigation thatis 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 antitrustlitigation is controlled by rights agents whose interests may not be alignedwith those of the rights certificate holders.**

 

The contingent value rights agreement provides that a body of fiveindividuals acting as rights agents direct and supervise the antitrustlitigation. Two rights agents were appointed by the Board of Directors ofInformation Resources that was in place immediately prior to the merger torepresent the interests of the rights certificate holders, two were appointedby IRI Holdings, Inc., and those four individuals selected a fifth, independentrights agent.  In making any decision ordetermination with respect to the antitrust litigation, the rights agents arerequired to maximize the present value to IRI Holdings, Inc. and the trust ofany potential future litigation proceeds. A decision to settle the litigation requires the approval of a majorityof the CVR Rights Agents and the Parent Rights Agents, therefore, either of theCVR Rights Agents, voting together, or the Parent Rights Agents, votingtogether, will have an effective veto over any decision to settle the antitrustlitigation.

 

The interests of IRI Holdings, Inc. in any settlement of the antitrustlitigation will not necessarily be aligned with the interests of the rightscertificate holders. For example, IRI Holdings, Inc. may prefer a settlementthat includes, in addition to cash payments, agreements by the defendants torefrain from future unlawful anti-competitive conduct over an alternativesettlement that includes no such agreements, even if the alternative settlementoffers higher cash payments. On the other hand, the rights certificate holders,who would not derive the same benefit as IRI Holdings, Inc. from agreements bythe defendants to refrain from future unlawful anti-competitive conduct,presumably would prefer the alternative settlement offering higher cashpayments, which would result in correspondingly higher payments on the rightscertificates.  As stated above, however,each of the CVR Rights Agents, voting together, and the Parent Rights Agents,voting together, have the right to veto any settlement, and that veto would befinal and binding on the other rights agents, the trust and the rightscertificate 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 believe that the trust willhave 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 rights agents may also consider raising additionalfunds by causing the trust to incur indebtedness or issue additional rightscertificates.  (See “Risk Factors—Whilethe rights agents are not currently considering raising additional funds, thevalue of the rights certificates may be reduced if the trust incurs debt ordiluted if the trust issues additional rights certificates.”)

 

**Information Resourceshas entered into additional contingency fee arrangements with counsel whichwill reduce the percentage of the total recovery from the antitrust litigationthat is available to rights certificate holders.**

 

As a result of the recent increase in the length of the litigation andin the scope of discovery and the litigation itself, along with the relatedincrease in legal fees and costs, the rights agents have recently entered intoadditional contingency fee arrangements with its new lead trial counsel and itsformer lead trial counsel in the antitrust litigation.  (See “— Contingency Fee Arrangements”above.)  These arrangements will reducethe percentage of total recovery from the litigation that is available torights certificate holders.  However,these additional contingency fee arrangements may also increase the likelihoodof Information Resources obtaining a higher overall recovery in the litigation,thereby increasing the aggregate amount available for distribution to rightscertificate holders.

 

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**While the rightsagents are not currently considering raising additional funds, the value of therights certificates may be reduced if the trust incurs debt or diluted if thetrust issues additional rights certificates.**

 

The declaration of trust authorizes the operating trustees of the trustto raise funds for the payment of trust expenses or, upon the instruction ofthe CVR Rights Agents, to fund expenses of the antitrust litigation in excessof $10 million, by either causing the trust to incur indebtedness thatrepresents debt of the trust (and not an ownership interest) for United Statesfederal income tax purposes or causing the trust to issue additional rightscertificates.  Any such indebtednesswill likely represent a prior claim on the assets of the trust, including anyrights certificate payment amounts received pursuant to the contingent valuerights agreement, and may reduce the aggregate amounts available fordistribution to rights certificate holders. Any issuance of additional rights certificates will have a dilutiveeffect on rights certificate holders, reducing the percentage of the totalrights certificate payment amount that holders receive with respect to eachrights certificate.  As of the datehereof, the litigation trustees have taken no actions to raise additionalfunds.

 

**Material FederalIncome Tax Consequences**

 

For Federal income tax purposes, the trust is treated as a “grantortrust” and is not intended to be an association taxable as a corporation, jointventure, partnership or other entity. Accordingly, each holder of a rights certificate will be treated forFederal income tax purposes as the owner of a pro rata share of the trust’sassets and will be treated as receiving any amounts received by the trust whenthose amounts are received by the trust (and as making payments to thirdparties when the trust pays such amounts). The trust files Form 1041, U.S. Income Tax Return for Estates andTrusts; the grantors are provided an information statement reporting theirportion 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 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 alleges that thedefendants violated Sections 1 and 2 of the Sherman Act, 15 U.S.C.Sections 1 and 2, and the common law by engaging in a series of unlawfulpractices through which Information Resources claims that defendants attemptedto regain monopoly power in the U.S. market for retail tracking services andexclude competition from 30 markets outside the U.S., where Nielsen dominated.Through the antitrust litigation, Information Resources seeks to enjoin thosepractices and to recover damages in excess of $650 million, beforetrebling. Information Resources demanded a trial by jury, and the case has beenassigned to the Honorable Louis L. Stanton.

 

It is Information Resources’ position that it continues to sufferdamages to this day as a result of the defendants’ allegedly unlawfulpractices, which it believes were aimed at undermining competition byfinancially crippling Information Resources.

 

DEFENDANTS’ PRACTICES. Information Resources asserts that, for over 60 years, Nielsen haddominated the markets for retail tracking services, both within and outside theU.S., through its manual, audit-based services. In 1986, Information Resourcesintroduced its retail tracking service known as “InfoScan,” the world’s firstnational retail tracking service based on scanner data. Information Resourcesalleges that, due to the success of the InfoScan service, by 1992 InformationResources had gained a significant share of the U.S. market. At the same time,Information Resources began to undertake efforts to expand and export itsservices to new geographic markets in Western Europe and Canada, where,Information Resources asserts, Nielsen continued to exercise monopoly power.

 

Information Resources claims that, faced with a threat to Nielsen’sforeign monopolies and the loss of market share in the U.S., defendantsdeveloped and implemented a plan to undermine Information Resources’ ability tocompete both within the U.S. and abroad. To accomplish this objective,Information Resources alleges that the defendants in the antitrust litigationengaged in the following coordinated anticompetitive 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;

• 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;

 

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•disparaging Information Resources to financial analysts and clients; and

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

 

THE GOVERNMENT INVESTIGATIONS. When the defendants in the antitrust litigation refused to end thesepractices, Information Resources alerted antitrust regulatory authorities inCanada, the United States and Europe. First, Information Resources complainedto the Canadian Director of Investigation and Research concerning exclusivedata contracts with retailers and long-term contracts with manufacturers thatNielsen had executed in Canada. Information Resources claimed that thosecontracts prevented Information Resources’ entry into the Canadian market. TheCanadian Director of Investigation and Research conducted an investigation andthereafter filed an application on April 5, 1994, against Nielsen’spractices before the Canadian Competition Tribunal. On August 30, 1995,the Canadian Competition Tribunal issued an order concluding that Nielsen, thesole supplier of retail tracking services in Canada, had unlawfully excludedInformation Resources from the market. The Canadian Competition Tribunal orderedthat Nielsen could not enforce any of the provisions of its contracts withretailers or manufacturers that the tribunal has concluded wereanticompetitive.

 

Information Resources also complained to the United States Departmentof Justice-Antitrust Division in July 1994 and to the EuropeanCommission-Directorate General IV in September 1994, concerning thedefendants’ bundling practices with multinational manufacturers and allegedlyexclusionary data contracts with retailers in Europe. The Department of Justiceand the European Commission entered into a cooperation agreement, with theEuropean Commission ultimately taking primary responsibility for theinvestigation.

 

On May 7, 1996, following an 18-month investigation, the EuropeanCommission initiated formal proceedings against Nielsen, the dominant providerof retail tracking services in Europe, and adopted a statement of objections.The European Commission found that Nielsen had engaged in abusive practices toexclude Information Resources from European markets for retail trackingservices. On November 28, 1996, Nielsen entered into a formal undertakingwith the European Commission in which it agreed to abandon all of the abusivepractices found by the Commission. Because Nielsen entered into the undertaking,the Department of Justice closed its investigation.

 

U.S. LEGAL PROCEEDINGS.  OnJuly 27, 1996, Information Resources filed its complaint, which assertsthe following claims: Sherman Act Section 1 Violation-Per Se Tying(Count I); Sherman Act Section 1 Violation-Unreasonable Restraints ofTrade (Count II); Sherman Act Section 2 Violation-Monopolization ofthe Export Markets (Count III); Sherman Act Section 2Violation-Attempt to Monopolize the Export Markets (Count IV); Sherman Act Section 2Violation-Attempt to Monopolize the United States Market (Count V);Sherman Act Section 2 Violation-Monopoly Leveraging (Count VI);Tortious Interference with Contract (Count VII); Tortious Interferencewith Prospective Business Relationship (Count VIII).

 

During the course of the proceedings, the court has made the followingnon-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.

• OnFebruary 6, 2001, the court denied Information Resources’ motion tosubstitute its subsidiaries as plaintiffs for those claims dismissed by thecourt’s order of July 12, 2000, on the ground that the court lackedsubject matter jurisdiction over the subsidiaries’ claims. The court alsoclarified that its order of July 12, 2000, prohibited InformationResources from suing to recover damages for any weakening of its competitiveposition in the United States because of reduced revenue from its foreignsubsidiaries. The court also clarified that its order of July 12, 2000,did not dismiss Information Resources’ claims in markets that InformationResources was prepared to or attempted to enter, but from which it claimed itwas excluded. Information Resources alleged that it was completely excluded andnever operated a service either directly or through a subsidiary in 22 of the30 foreign markets identified by Information Resources in its Amended Complaint.

• OnApril 28, 2003, the court ruled that Information Resources had standing toassert its claims for injury in the U.S. as a result of defendants’ foreignconduct that allegedly drained Information Resources of U.S. resourcesnecessary to compete in the domestic market, as set forth in InformationResources’ letters to the court dated November 15 and December 19,2002. The court also denied defendants’ motion for summary judgment seeking todismiss Information Resources’ claims of injury in the 22 foreign markets notcovered by its previous orders of July 12, 2000, and February 6,2001.

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

 

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• 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 III and IV); 3)monopoly leveraging (Count VI); or 4) tortious interference with contract andprospective 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.

• OnJuly 23, 2004, the court officially admitted the law firm of Hagens BermanLLP in place of the law firm of Boies, Schiller & Flexner LLP to serve asco-counsel representing Information Resources in the antitrust litigation.

 

DAMAGES. In its original complaint, filed in 1996, InformationResources sought damages in excess of $350 million before trebling.  As set forth above, on February 27,2004, Information Resources filed the expert report of Professor Fisher.  In that report, Professor Fisher opined thatInformation Resources has suffered damages of between $545.4 million and $615.5million (prior to trebling) in the U.S. market, as a result of defendants’practices that Professor Fisher has concluded are anticompetitive and throughwhich Professor Fisher concludes defendants sought to monopolize the U.S.market.  He has also opined thatInformation Resources suffered damages of $21.0 million in Canada and $15.2million in Mexico, as a result of practices that Professor Fisher has concludedwere anticompetitive and excluded Information Resources from these markets.

 

**None of the trust,IRI Holdings, Inc., Information Resources, or any of their respectiveaffiliates, make any representations as to the amount of any potential recoveryfrom 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 terms of the contingent valuerights agreement, the antitrust litigation is to be directed on behalf ofInformation Resources and the rights certificates holders by a body of fiverights agents: two CVR Rights Agents, two Parent Rights Agents and oneIndependent Rights Agent. Under the contingent value rightsagreement, the CVR Rights Agents are responsible for overseeing the day-to-dayworkings of the antitrust litigation. However, the approval of a majority ofthe rights agents is required for certain strategic decisions relating to theantitrust litigation. Further, a majority of the rights agents (other than theIndependent Rights Agent) must approve any settlement of the litigation.   The current CVR RightsAgents are Joseph P. Durrett, former Chief Executive Officer and Chairman ofthe Board of Directors of Information Resources, and Monica M. Weed, formerGeneral Counsel of Information Resources. The current Parent Rights Agents are William Chisholm, Executive VicePresident and a member of the Board of Directors of IRI Holdings, Inc., andMichael Duffey, current Chief Financial Officer of Information Resources.  On January 14, 2004, the CVR RightsAgents and the Parent Rights Agents unanimously selected Travis Rhodes,investment analyst at Abrams Capital LLC, as the Independent Rights Agent.  Mr. Rhodes was formerly employed by FidelityInvestments as a high-yield and distressed bond analyst.  As of July 31, 2004, Mr. Durrett wasthe beneficial owner of 323,536 rights certificates, Ms. Weed was thebeneficial holder of 47,736 rights certificates and Abrams Capital LLC was thebeneficial owner of 3,023,700 rights certificates.  None of IRI Holdings, Inc., Mr. Chisholm, Mr. Duffey or Mr.Rhodes was a beneficial owner of rights certificates as of July 31, 2004,although Mr. Rhodes maintains a personal investment in the Abrams Capital fundsthat 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 Rights

 

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Agent (see “—Compensationand Expenses of Rights Agents” below), she began providing services to therights agents at no additional charge for the first $5,000 of services renderedeach month.

 

COMPENSATION AND EXPENSESOF RIGHTS AGENTS.  BeginningDecember 2003, the CVR Rights Agents are 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 may be paid a fairand 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 ofJune 30, 2004, the total amount of $60,000 was incurred as compensationpayments to the CVR Rights Agents for the first half 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 AND INDEMNIFICATION OF RIGHTS AGENTS.  The rights agents will not be liable for anyacts or omissions except to the extent that the rights agents have engaged inwillful misconduct or bad faith. The rights agents will be indemnified and heldharmless from and against any and all liabilities, obligations, losses,damages, penalties, actions, judgments, suits, costs, reasonable expenses andreasonable disbursements of any kind or nature whatsoever (including for theirown ordinary or gross negligence) that may be imposed on, asserted against orincurred by them under the contingent value rights agreement. The rights agentswill not have the right to be indemnified under the contingent value rightsagreement for their own willful misconduct or bad faith.

 

REMOVAL AND APPOINTMENT OF RIGHTS AGENTS.  The rights agents may resign at any time by giving written noticeof resignation to IRI Holdings, Inc., the trust and the other rights agents.  Any Parent Rights Agent may be removed byIRI Holdings, Inc. at any time and all of the rights agents (other than theIndependent Rights Agent) may remove the Independent Rights Agent at anytime.  A CVR Rights Agent may not beremoved by any party.  If a Parent RightsAgent resigns, is removed or becomes incapable of acting, IRI Holdings, Inc.will promptly appoint a qualified successor Parent Rights Agent, which may bean officer of IRI Holdings, Inc.  If aCVR Rights Agent resigns, is removed, or becomes incapable of acting, theremaining CVR Rights Agent will promptly appoint a qualified successor who is arights certificate holder.  If theIndependent Rights Agent resigns, is removed or becomes incapable of acting,his or her successor will be appointed by the unanimous agreement of theremaining rights agents. Additional mechanisms are in place if a successor CVRRights Agent is not chosen as set forth above.

 

**Summary FinancialInformation**

The following is a summary that details the antitrust litigation escrowaccount expense activity for the six months ended June 30, 2004, as wellas the 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. or paid directly to third party providers out of the escrow account as  of June 30, 2004 |   | (4,834,036 | )          |
| EXPENSES                                                                                                                                     |   |       |       |
| Claims Expenses Reimbursable to Information  Resources, Inc. for services rendered / expenses incurred as of June 30,  2004             |   | (114,099   | )          |
| Rights Agents Fees Reimbursable to  Information Resources, Inc. for services rendered / expenses incurred as of  June 30, 2004          |   | (10,000    | )          |
| Claims Expenses Incurred but Unpaid by  Information Resources, Inc. for services rendered / expenses incurred as of  June 30, 2004      |   | (504,878   | )          |
| Total Claims Expenses                                                                                                                        |   | (628,977   | )          |
| Funds Available for Future Claims Expenses  (without taking into consideration interest earned on the balance in the  escrow fund)           |   | $          | 4,582,535  |   |

 

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**Forward LookingInformation**

 

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 June 30, 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 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: August 12, 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 August 12, 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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