**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 September 30, 2005** |
|           |   |   |
| **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 itscharter)

 
| **Delaware**                                                     | ** ** | **20-0271216**                       |
|------------------------------------------------------------------|------------|--------------------------------------|
| (State or other jurisdiction of  incorporation or  organization) |       | (I.R.S. Employer Identification No.) |

 

**150 North Clinton Street, Chicago, Illinois60661**

(Address of principal executive offices) (ZipCode)

 

Registrant’s telephone number, including areacode **(312) 726-1221**

 

Indicate by check mark whether the registrant (1) has filed allreports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90days.   Yes  ý   No  o

 

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

 

Indicate by check mark whether the registrant is a shell company (asdefined in Rule 12b-2 of the Exchange Act). Yes  o   No  ý

 

At October 21, 2005, there were 32,138,746 rights certificates, no parvalue, outstanding.

 

 

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**PART I — FINANCIAL INFORMATION**

 

**Item 1.  *FinancialStatements.***

 

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

 

**BALANCE SHEETS**

 
| ** **                                                                                                                                                        | ** ** | **September 30, 2005** | ** ** | **December 31, 2004** | ** ** |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------|------------|----------------------------|------------|
| ** **                                                                                                                                                        | ** ** | **(Unaudited)**        | ** ** | ** **                 | ** ** |
| **ASSETS**                                                                                                                                                        |       |                   |       |                       |       |
|                                                                                                                                                              |       |                   |       |                       |       |
| TOTAL ASSETS                                                                                                                                                      |       | $                      | —     |                       | $          | — |   |
|                                                                                                                                                              |       |                   |       |                       |       |
| **LIABILITIES  AND CERTIFICATEHOLDERS’ EQUITY**                                                                                                              |       |                   |       |                       |       |
|                                                                                                                                                              |       |                   |       |                       |       |
| TOTAL  LIABILITIES                                                                                                                                                |       | $                      | —     |                       | $          | — |   |
| CERTIFICATEHOLDERS’  EQUITY                                                                                                                                  |       |                   |       |                       |       |
| Certificateholders’ Equity Certificates, no  par value, 32,259,364 authorized, of which 32,135,746 and 32,128,143 were  issued and outstanding, respectively |       | —                 |       | —                     |       |
| Contributed  Capital                                                                                                                                              |       | 516,087                |       | 313,689                    |       |
| Accumulated  Deficit                                                                                                                                              |       | (516,087               | )          | (313,689                   | )          |
| Total  Certificateholders’ Equity                                                                                                                            |       | —                 |       | —                     |       |
|                                                                                                                                                              |       |                   |       |                       |       |
| TOTAL  LIABILITIES AND CERTIFICATEHOLDERS’ EQUITY                                                                                                            |       | $                      | —     |                       | $          | — |   |

 

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

 

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

 

**STATEMENT OF OPERATIONS**

**(UNAUDITED)**

 
| ** **         | ** ** | **Three Months  Ended**      | ** ** | **Three Months  Ended**      | ** ** | **Nine Months   Ended**      | ** ** | **Nine Months   Ended**      | ** ** |
|--------------------|------------|------------------------------|------------|------------------------------|------------|------------------------------|------------|------------------------------|------------|
| ** **         | ** ** | **September 30,  2005** | ** ** | **September 30,  2004** | ** ** | **September 30,  2005** | ** ** | **September 30,  2004** | ** ** |
| REVENUE            |       | $                            | —     |                         | $          | —                       |       | $                            | —     |   | $ | — |   |
|               |       |                         |       |                         |       |                         |       |                         |       |
| EXPENSES           |       |                         |       |                         |       |                         |       |                         |       |
| Rights Agents fees |       | (30,000                      | )          | (30,000                      | )          | (90,000                      | )          | (90,000                      | )          |
| Legal fees         |       | (23,744                      | )          | (12,673                      | )          | (87,839                      | )          | (92,050                      | )          |
| Audit fees         |       | (6,625                       | )          | (12,000                      | )          | (19,875                      | )          | (27,000                      | )          |
| Other fees         |       | 1,131                        | )          | (1,111                       | )          | (4,684                       | )          | (9,125                       | )          |
|               |       |                         |       |                         |       |                         |       |                         |       |
| Total  expenses    |       | (61,500                      | )          | (55,784                      | )          | (202,398                     | )          | (218,175                     | )          |
|               |       |                         |       |                         |       |                         |       |                         |       |
| Net loss           |       | $                            | (61,500    | )                            | $          | (55,784                      | )          | $                            | (202,398   | ) | $ | (218,175 | ) |

 

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

 

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**INFORMATION RESOURCES, INC.  LITIGATION CONTINGENT PAYMENT RIGHTS TRUST**

 

**STATEMENT OF CASH FLOWS(UNAUDITED)**

 
| ** **                                         | ** ** | **Nine Months Ended**       | ** ** | **Nine Months Ended**       | ** ** |
|----------------------------------------------------|------------|-----------------------------|------------|-----------------------------|------------|
| ** **                                         | ** ** | **September 30, 2005** | ** ** | **September 30, 2004** | ** ** |
| CASH FLOWS  FROM OPERATING ACTIVITIES:             |       |                        |       |                        |       |
|                                               |       |                        |       |                        |       |
| Net loss                                           |       | $                           | (202,398   | )                           | $          | (218,175 | ) |
|                                               |       |                        |       |                        |       |
| Net cash used by operating activities              |       | (202,398                    | )          | (218,175                    | )          |
|                                               |       |                        |       |                        |       |
| CASH FLOWS  FROM FINANCING ACTIVITIES:             |       |                        |       |                        |       |
|                                               |       |                        |       |                        |       |
| Capital  contribution from IRI Holdings, Inc. |       | 202,398                     |       | 218,175                     |       |
|                                               |       |                        |       |                        |       |
| Net cash provided by financing activities          |       | 202,398                     |       | 218,175                     |       |
|                                               |       |                        |       |                        |       |
| Net change in cash and cash equivalents            |       | —                      |       | —                      |       |
|                                               |       |                        |       |                        |       |
| Cash and  cash equivalents at beginning of period  |       | —                      |       | —                      |       |
|                                               |       |                        |       |                        |       |
| Cash and  cash equivalents at end of period        |       | $                           | —     |                        | $          | — |   |

 

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

 

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

**NOTES TO FINANCIAL STATEMENTS**

**(UNAUDITED)**

 

**1.****              SUMMARY OFACCOUNTING POLICIES**

 

**Principles of Presentation**

 

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 trustwas createdin connection with the tender offer by Gingko Acquisition Corporation, awholly-owned subsidiary of IRI Holdings, Inc. (formerly known as GingkoCorporation), to purchase all outstanding shares of Information Resources, Inc.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 wascompleted on December 12, 2003.

 

The trust has no business operations. The assets of the trustconsist primarily of the right to receive a portion of any proceeds received byInformation Resources in any judgment or settlement in the litigation (the “antitrustlitigation”) brought by Information Resources against The Dun &Bradstreet Corp., 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 Financial Statements**

 

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 financialstatements necessarily relies on estimates, requiring the use of caution inestimating results for the full year based on interim results of operations.

 

**2.****              THE LITIGATION**

 

The following descriptionof the antitrust litigation has been obtained from publicly available documentsfiled with the Securities and Exchange Commission by Information Resources, asupdated from time to time in publicly available documents filed with theSecurities and Exchange Commission by the trust. It does not purport to be afull or complete description of the legal or factual issues presented, the courtopinions rendered or the relevant law.

 

GENERAL. On July 27, 1996, Information Resources filed anantitrust lawsuit against The Dun & Bradstreet Corp., A.C. NielsenCompany and IMS International, Inc. in the United States District Courtfor the Southern District of New York entitled Information Resources, Inc.v. The Dun & Bradstreet Corp., et al. No. 96 CIV. 5716. In thelawsuit, Information Resources alleged that the defendants violatedSections 1 and 2 of the Sherman Act, 15 U.S.C. Sections 1 and 2, andthe common law by engaging in a series of unlawful practices through whichInformation Resources claimed that defendants attempted to regain monopolypower in the U.S. market for retail tracking services and exclude competitionfrom 30 markets outside the U.S., where Nielsen dominated. Through theantitrust litigation, Information Resources sought to enjoin those practicesand to recover damages in excess of $650 million, before trebling.Information Resources demanded a trial by jury, and the case has been assignedto the Honorable Louis L. Stanton. It is Information Resources’ positionthat it continues to suffer damages to this day as a result of the defendants’allegedly unlawful practices which it believes were aimed at underminingcompetition by financially crippling Information Resources. InformationResources is represented

 

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by the law firms of Hagens Berman Sobol Shapiro LLP (formerly HagensBerman LLP), Freeborn & Peters LLP and Fried, Frank, Harris,Shriver & Jacobson LLP in the litigation.

 

RECENT EVENTS. On February 27, 2004, Information Resources filedits expert report prepared by Professor Franklin Fisher, who, among otherthings, opined both on defendants’ liability and Information Resources’damages. In general, Professor Fisher concluded that defendants engaged in aseries of anticompetitive practices, both in the U.S. and abroad, aimed atmonopolizing the U.S. market and excluding Information Resources from non-U.S.markets. Professor Fisher opined that a dangerous probability existed whendefendants undertook these practices that they would have monopolized the U.S.market had government authorities not intervened. On February 27, 2004,Information Resources also notified the court that, in order to expedite theprosecution of the antitrust litigation, it had elected not to pursue asseparate claims for damages 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 VI); or 4)tortious interference with contract and prospective business relationship(Counts VII and VIII). As of October 31, 2004, fact discovery in the casewas completed.

 

On September 3, 2004, defendants filed two new motions: (1) aMotion for Reconsideration of the court’s December 7, 1998 ruling that theEuropean Commission’s Statement of Objections against defendants would bereceived into evidence at trial, and (2) a Motion inLimineseeking to exclude from trial evidence of certain of defendants’ retailtracking contracts. On December 3, 2004, the court held that InformationResources was barred from arguing that Nielsen’s pricing practices ordiscounts, including its bundling practices, were illegal or anti-competitiveunless it could prove that they involved prices below short-run averagevariable costs, calculated without the inclusion of Nielsen’s fixed operationscosts. On January 27, 2005, the court issued a stipulated order dismissingall of Information Resources’ remaining claims with prejudice and on the meritsfor the purpose of allowing Information Resources to take an immediate appeal.At the same time, the court also entered a final judgment against InformationResources.

 

Effective February 1, 2005, Information Resources filed a Noticeof Appeal appealing to the United States Court of Appeals for the SecondCircuit the final judgment entered against it on January 27, 2005,including the court’s January 27, 2005 order and its December 3, 2004ruling, as well as its July 12, 2000 and February 6, 2001 orderspursuant to which the court denied Information Resources and/or itssubsidiaries the right to sue under the Sherman Act for damages suffered inthose European markets where Information Resources sold its InfoScan servicesthrough its subsidiaries. On April 15, 2005, Information Resources, asappellant, filed its brief in the Second Circuit Court of Appeals.  Appellees filed their responsive brief onMay 16, 2005. Information Resources then filed its reply brief onJune 7, 2005.  The Second CircuitCourt of Appeals heard oral argument on this appeal on October 18, 2005.  The parties are now waiting for the SecondCircuit to render a decision.  All briefsfiled in this case with the Second Circuit Court of Appeals are a matter of publicrecord and should be available for viewing in the clerk’s office of the SecondCircuit Court of Appeals.  Hagens Berman,Information Resources’ lead trial counsel in this case, has also postedInformation Resources’ April 15, 2005 appellate brief, appellees’May 16, 2005 responsive brief and Information Resources’ June 7, 2005reply brief on its website at www.hbsslaw.com. All other materials filed with the Second Circuit Court of Appeals inthis case, if publicly available, should be obtained directly from the clerk’soffice of the Second Circuit Court of Appeals.

 

DAMAGES. In its original complaint, filed in 1996, InformationResources sought damages in excess of $350 million before trebling. As setforth above, on February 27, 2004, Information Resources filed the expertreport of Professor Fisher. In 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 that Information Resources suffered damages of $21.0million in Canada and $15.2 million in Mexico as a result of practices thatProfessor Fisher has concluded were anticompetitive and excluded InformationResources from these markets. If Information Resources succeeds on its appealbefore the Second Circuit Court of Appeals in its entirety, such that the finaljudgment, including the January 27, 2005 order, the July 12, 2000order and the February 6, 2001 order, are reversed, Information Resourceswill likely seek an immediate trial of all claims that were dismissed by theJanuary 27, 2005 order, as well as those claims that Information Resourcesand/or its subsidiaries were prevented from pursuing by the July 12, 2000and the February 6, 2001 orders. In this event, Information Resources’

 

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damage claim will increase by an amount not yet determined, but inexcess of those damages calculated in the expert report of Professor FranklinFisher initially filed on February 27, 2004, for the additional lossessuffered in those European markets where Information Resources sold itsservices through subsidiaries.

 

**3.****              CLAIMS EXPENSES /ESCROW ACCOUNT**

 

Claims expenses are generally incurred and paid by InformationResources and are then reimbursed to Information Resources out of the escrowaccount referred to in the next paragraph. “Claims expenses” means the sum ofall direct expenses incurred after the date of the merger agreement by IRIHoldings, Inc., Information Resources, Information Resources’subsidiaries, and their affiliates to prosecute the antitrust litigation,generally (i) including any amounts paid to or on behalf of the rightsagents (the persons responsible for directing the antitrust litigation for thebenefit of Information Resources and the rights certificate holders) but (ii) excluding(A) contingency-based fees, (B) any payment of the independentaccounting firm costs and expenses, (C) any fees, expenses or costsassociated with the trust and (D) any fees, expenses or costs associatedwith registering the rights certificates under the Securities Act or any fees,expenses or costs associated with complying with the Securities Act, theSecurities Exchange Act of 1934 and other securities laws. Claims expenses alsoinclude (a) certain amounts payable to IRI Holdings, Inc. in theevent that the rights agents direct employees of IRI Holdings, Inc.,Information Resources, Information Resources’ subsidiaries, or their affiliatesto perform certain tasks in connection with the antitrust litigation and(b) specified costs incurred by IRI Holdings, Inc. in obtainingcredit support for its obligation to fund claims expenses. As of June 30,2005, no amounts were owed to IRI Holdings, Inc. for employee timereferred to in subparagraph (a) above or for credit support costs referredto 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 claims expenses.The escrow account is in the name of Information Resources but is restricted inuse to funding claims expenses for the antitrust litigation. As ofSeptember 30, 2005, the escrow account balance was $3,127,753.

 

As of May 14, 2004, Information Resources engaged Hagens BermanSobol Shapiro LLP (formerly Hagens Berman LLP) on a full contingency fee basisto serve as Information Resources’ lead trial counsel in the antitrustlitigation, including any appellate activity and retrial if necessary. Based onthe contingency fee agreement with Hagens Berman, as well as agreements now inplace with other professionals involved in the antitrust litigation,representations made by these professionals, and facts known to the rightsagents today, the rights agents believe that the trust will have adequate fundsto prosecute the litigation, including the current appellate activity and anyother appellate activity or retrial that may be necessary.  However, given the unpredictable nature oflitigation generally, there can be no assurances that this will be the case.If, for any reason, the trust were not to have adequate funds to fullyprosecute the litigation, this could adversely affect the litigation, decreasethe amount of any payments to be made in connection with the litigation andincrease the possibility that no payments will be made in connection with thelitigation.

 

While the rights agents are not currently considering raisingadditional funds, the declaration of trust will permit the litigation trusteesof the trust, upon the instruction of the CVR Rights Agents, to raise funds topay expenses of the antitrust litigation in excess of $10 million byeither 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 suchindebtedness will likely represent a prior claim on the assets of the trust,including any rights certificate payment amounts received pursuant to thecontingent value rights agreement, and may reduce the aggregate amountsavailable for distribution to rights certificate holders. Any issuance 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 rights certificate. Asof the date hereof, the litigation trustees have taken no actions to raiseadditional funds. There can be no assurance that the trust will be able toraise additional funds should this become necessary or, if the trust is able toraise those funds, that the terms of that financing will be reasonable. If thetrust is unsuccessful in raising additional funds, and if the failure toprosecute the antitrust litigation results in the dismissal of InformationResources’ claims, there will be a possibility of no payment on the rightscertificates.

 

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**4.****              TRUST EXPENSES**

 

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. InformationResources will also be responsible for all expenses relating to theindemnification obligations of the trust described in the Registration Statement onForm S-4 with respect to the rights certificates, as filed by the trustwith, and declared effective by, the SEC on October 30, 2003 (SEC FileNumber 333-108592) (the “Prospectus”) or compliance with securities lawsand the rules of the OTC Bulletin Board.

 

The trust expenses for which Information Resources will be generallyresponsible include all expenses related to the purchase and maintenance ofliability insurance to provide coverage to the rights agents for their actionsunder the contingent value rights agreement and to cover the trust’sindemnification obligations described in the Prospectus except for thoseexpenses defined in the contingent value rights agreement as “Excess InsuranceExpenses,” which Information Resources will be entitled to deduct from theamounts payable to the trust.  “ExcessInsurance Expenses” are defined as the aggregate amount of expenses incurredpursuant to Information Resources’ obligation to obtain liability insurance forthe benefit of the rights agents and to cover the trust’s indemnificationobligations, or in order to obtain and maintain directors’ and officers’insurance for IRI Holdings, Information Resources and their subsidiaries,but in each case only the aggregate amount in excess of the aggregate amountthat would have been paid if the rights certificates were non-transferablecontractual rights rather than publicly traded, registered securities.  These amounts are to be determined bydecision of a majority of the rights agents or, if there are fewer than fiverights agents, by unanimous approval of the rights agents, on an annual basiswithin 30 days of the end of each year.

 

Information Resources advised the trust that there were no separatelyidentifiable excess insurance expenses for the policy year October 31, 2003through October 31, 2004.  InformationResources obtained liability insurance coverage for the trust for the policyyear October 31, 2004 through October 31, 2005 without the participation of thetrust and was unable to determine the amount of excess insurance expenses forthat policy year.  As a result, therights agents and Information Resources have agreed that, to the extent excessinsurance expenses exist for the October 31, 2004 through October 31, 2005policy year, Information Resources will be solely responsible for them, withoutrecourse to the trust.  For the policyyear October 31, 2005 through October 31, 2006, Information Resources hasobtained liability insurance for the trust for a total premium amount of $212,000.  As of the date hereof, the amount of excessinsurance expenses has not yet been determined but will be determined on orbefore December 31, 2005.  However,Information Resources has informed the trust that, unlike in prior years, therewill be a payment required for excess insurance expenses for the October 31,2005 through October 31, 2006 policy year which is likely to be between $35,000and $55,000.

 

Information Resources will not be responsible for the expenses of thetrust relating to indebtedness for borrowed money and as discussed above willbe reimbursed for “claims expenses.” Any expenses not imposed on InformationResources as described above will be general obligations of the trust, payableout of the trust’s assets (including out of any rights certificate paymentamounts received pursuant to the contingent value rights agreement).Information Resources will be entitled to deduct from the amounts payable tothe trust under the contingent value rights agreement certain expenses of the trustdescribed in the contingent value rights agreement, including those expensesidentified as excess insurance expenses.

 

**5.****              COMPENSATION ANDEXPENSES 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 as claims expenses. Generally, allreasonable expenses and disbursements incurred by the rights agents inconnection with the discharge of their duties will also be payable byInformation Resources as claims expenses. The rights agents appointed by thecurrent Board of Directors of Information Resources, referred to as the ParentRights Agents, are not entitled to any compensation for their service as ParentRights Agents. As of September 30, 2005, the total amount of $90,000 wasincurred as compensation payments to the CVR Rights Agents for the first threequarters of 2005.

 

**6.****              PAYMENTS TOCERTIFICATEHOLDERS**

 

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 in respect of the antitrust litigation(whether by settlement, judgment or otherwise), to the extent such proceeds areequal to or less than $200 million, and 75% of any such proceeds in excessof $200 million, in each case subject to adjustments described in theProspectus 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 extentsuch proceeds are equal to or less than $200 million, and 25% of any suchproceeds in excess of $200 million (again, in each case, subject to certainadjustments described in the Prospectus) will be retained and remain theproperty 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. Thepayment dates will be determined by the litigation trustees of the trust and,with respect to any receipt of rights certificate payment amounts, will be nomore than 60 days following the receipt of those amounts. On each paymentdate, the institutional trustee of the trust will transfer the aggregate rightscertificate payment amount to the payment agent designated pursuant to thedeclaration of trust, and the payment agent will promptly make payments to theholders.

 

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**ITEM 2.   *Management’sDiscussion and Analysis of Financial Condition and Results of Operations.***

 

**Introduction**

 

As of 1996, Information Resources, Inc. (“Information Resources”)has been involved in antitrust litigation (the “antitrust litigation” or the “litigation”)against The Dun & Bradstreet Corp., A.C. Nielsen Company (now owned byVNU, N.V.) and IMS International, Inc. (For a complete description of thelitigation and its current status, see “The Litigation” below.) InDecember 2003, all of the outstanding shares of Information Resourcescommon stock were acquired by Gingko Acquisition Corp. pursuant to a tenderoffer and subsequent merger of Gingko Acquisition Corp. with and intoInformation Resources. In connection with this acquisition, the InformationResources, Inc. Litigation Contingent Payment Rights Trust (the “trust”)was created primarily to distribute any proceeds from the litigation receivedby the trust to holders of rights certificates. As part of the mergerconsideration paid by Gingko Acquisition Corp., certain shareholders of commonstock of Information Resources received contingent value rights certificates (“rightscertificates”), which represent undivided beneficial interests in the assets ofthe trust. The rights certificates entitle the holders to a pro rata portion ofany proceeds received by Information Resources in the litigation. Set forthbelow are descriptions of: (i) the trust; (ii) the rightscertificates and the rights thereunder; (iii) payments made to the trust;(iv) expenses and escrow fund; (v) the litigation and the managementthereof; (vi) material federal income tax consequences; and (vii) asummary 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 the Trust**

 

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-step mergerwas completed onDecember 12, 2003. The Registration Statement on Form S-4 withrespect to the rights certificates referred to in this document was filed bythe trust with, and declared effective by, the SEC on October 30, 2003 (SECFile 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 litigation brought by Information Resources against TheDun & Bradstreet Corp., A.C. Nielsen Company 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”).

 

The trust has no businessoperations. The trust was formed for the sole purpose of:

 

•    issuing the rightscertificates;

•    holding and enforcing thecontingent value rights agreement described below;

•    making payments to holders ofrights certificates in respect of proceeds, if any, of the antitrustlitigation;

•    incurring debt or issuingadditional rights certificates, when permitted; and

•    taking actions that arereasonably necessary and incidental to the foregoing.

 

**Description of Rights Certificates and Rights Thereunder**

 

An amended and restated declaration of trust, dated as ofOctober 31, 2003 (the “declaration of trust”), governs the administrationof the trust. Becauseof the nature of the trust pursuant to the declaration of trust, there are noemployees, no board of directors, and no board audit committee. The twolitigation trustees (the “litigation trustees”) appointed pursuant to thedeclaration of trust, together with the institutional trustee, Wachovia Bank,N.A., perform certain trust functions under the terms of the declaration oftrust. The litigation trustees are Joseph P. Durrett, former Chief ExecutiveOfficer and Chairman of the Board of Directors of Information Resources,

 

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and Monica M. Weed, formerGeneral Counsel of Information Resources. The litigation trustees are notentitled to any compensation for serving as litigation trustees but thelitigation trustees also serve as rights agents and receive compensation insuch 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 the contingentvalue rights agreement, however, the antitrust litigation is to be directed bya body of five rights agents (the “rights agents”) rather than by thelitigation trustees (see “Management of the Litigation” below).

 

The declaration of trustalso governs the terms and conditions of the rights certificates. The rightscertificates represent assignable and transferable undivided beneficialinterests in the assets of the trust. Each rights certificate entitles itsholder 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 result of the acquisition by Gingko Acquisition Corp. of alloutstanding shares of Information Resources common stock, there were32,259,364 rights certificates authorized and issuable. At September 30,2005, 32,135,746 rights certificates had been issued and were outstanding asfollows:

 
| **RECIPIENTS OF RIGHTS CERTIFICATES**                           | ** ** | **NUMBER OF RIGHTS  CERTIFICATES ISSUED** | ** ** |
|-----------------------------------------------------------------|------------|-------------------------------------------|------------|
| ** **                                                      | ** ** | ** **                                | ** ** |
| Information Resources common stockholders                       |       | 30,453,280                                |       |
|                                                            |       |                                      |       |
| Information Resources stock option and  restricted stockholders |       | 1,682,466                                 |       |
|                                                            |       |                                      |       |
| Total rights certificates issued                                |       | 32,135,746                                |       |

 

At September 30, 2005, 3,628 rights certificates had not beenissued because the trust had not yet received complete documentation from allstock or stock option holders.  Thisnumber includes 3,000 rights certificates which were issued after September 30,2005 to certain holders of shares of Information Resources stock who hadoriginally notified Information Resources that they intended to exercise theirappraisal rights and then, after September 30, 2005, tendered their 3,000shares of Information Resources stock in exchange for the merger considerationconsisting of $3.30 net per share in cash, plus one rights certificate pershare.

 

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 respectivesubsidiaries or affiliates may, as a result of that transfer, individually orcollectively obtain beneficial ownership (as defined by Rule 13d-3 underthe Exchange Act of 1934) of 15% or more of the rights certificates thenoutstanding; 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 contingentvalue rights agreement, the trust will be entitled to be paid by IRIHoldings, Inc. an amount equal to 68% of any proceeds received byInformation Resources in respect of the antitrust litigation (whether bysettlement, judgment or otherwise), to the extent such proceeds are equal to orless than $200 million, and 75% of any such proceeds in excess of$200 million, in each case subject to adjustments described 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

 

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remaining 32% of any such proceeds, to the extent such proceeds areequal to or less than $200 million, and 25% of any such proceeds in excessof $200 million (again, in each case, subject to certain adjustmentsdescribed in the Prospectus) will be retained and remain the property ofInformation Resources and its then-current owners.

 

**Payments Made To the Trust**

 

APPROVAL PROCESS FOR PAYMENTS MADE TO THE TRUST. Under the terms of thecontingent value rights agreement, as promptly as practicable, but in no eventlater than 30 days after each receipt by Information Resources or itssubsidiaries or any of their affiliates of any litigation proceeds (other thanlitigation proceeds received as a result of a settlement decision) or after adetermination that no litigation proceeds will be received, IRIHoldings, Inc. will deliver to the rights agents a certificate (a “litigationproceeds certificate”) which will include, among other things:

 

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

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

• 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 therules of the OTC Bulletin Board (as described below under “—Expenses ofthe Trust”) or in connection with the registration of the rights certificatesunder the Securities 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 rightsagents specifying whether he or she agrees with or objects to the litigationproceeds certificate and the rights certificate payment amount. If each CVRRights Agent agrees, the rights certificate payment amount will be as set forthin the litigation proceeds certificate. If either CVR Rights Agent objects, thecontingent value rights agreement provides that such CVR Rights Agent willpromptly deliver to IRI Holdings, Inc. and to each other rights agent acertificate specifying each objection. If the other CVR Rights Agent does notagree with the first CVR Rights Agent’s objections, then the rights certificatepayment amount will be the amount set forth in the litigation proceedscertificate. If, within ten days of the delivery of one CVR Rights Agent’sobjections, the other CVR Rights Agent agrees, in whole or in part, with theobjections, the contingent value rights agreement states that IRI Holdings, Inc.and the rights agents will submit the disputed matters to a mutually agreedupon independent public accounting firm of national standing that has expertisein the valuation of assets and properties. If that accounting firm determinesthat those disputed matters were correct as reflected in the litigationproceeds certificate, the rights certificate payment amount will be the amountset forth in the litigation proceeds certificate. If, however, the accountingfirm determines that any of the disputed matters were incorrect in any respect(whether or not material) as reflected in the litigation proceeds certificate,the independent accounting firm’s resulting calculation of the rightscertificate payment amount will be binding on all parties to the contingentvalue rights agreement.

 

If the rights certificate payment amount set forth in the accountingfirm’s determination is greater than that determined by IRIHoldings, Inc., the rights certificate payment amount will be increased bythe interest on that difference calculated from the date 45 days afterdelivery of the litigation proceeds certificate at an interest rate equal tothe average rate actually earned on the rights certificate payment amountdetermined by IRI Holdings, Inc. and invested in specified short-terminstruments. All costs and expenses billed by the accounting firm in connectionwith the performance of its duties described in this prospectus will be paid byIRI Holdings, Inc.; *provided, however,*that if IRI Holdings, Inc.’s determination of the rights certificatepayment 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

 

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50% of such costs and expenses will be deducted from the rightscertificate 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 anyportion of 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.a litigation proceeds certificate, which will be binding on IRIHoldings, 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. willpay that amount to the trust within two business days after suchdetermination is final. Except in limited cases specified in the contingentvalue rights agreement, no interest shall accrue on any amounts payable by IRIHoldings, Inc. to the trust.

 

PAYMENT CALCULATION. Subject to the required adjustment for the lastrights certificate payment date as required by the contingent value rights agreement,the calculation of the rights certificate payment amount (as described below)for any date on which the rights certificate payment amount is made (a “rightscertificate payment date”) after the first rights certificate payment date,will be made on a cumulative basis to reflect:

 

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

• the priorpayment of any rights certificate payment amounts;

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

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

 

However, in no event will the trust or the certificate holders berequired to refund to IRI Holdings, Inc. or any of its affiliates anyportion of 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%, and adjustedas described below) *times* thelesser of $200 million or the amount of gross litigation proceeds (asdefined below) actually received by Information Resources and its subsidiariesor their affiliates through the date of the litigation proceeds certificateapplicable to such rights certificate payment 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* theassumed 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”, whichequals (x) the product of the “excess rights certificate percentage”(generally 75%, and adjusted as described below) *times*the amount by which the gross litigation proceeds actually received byInformation

 

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Resources and its subsidiaries or their affiliates through the date ofthe litigation proceeds certificate applicable to such rights certificatepayment date exceeds $200 million, *minus* (y) theexcess rights certificate percentage *times* theassumed tax liability with respect to the gross litigation proceeds in excessof $200 million actually received through the date of the litigationproceeds certificate, *minus*(z) (I) the excess rights certificate percentage *times*(II) one *minus* the assumed tax rate *times* (III) the amount of contingency-based fees thatare calculated on the basis of the gross litigation proceeds that are in excessof $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 certificatepayment amount;*provided*that the rightscertificate payment amount will be adjusted as described in the next paragraph.

 

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 following expenses (collectively, the “deductibleexpenses”):

 

• theaggregate amount of expenses as of the rights certificate payment date (and notpreviously included in the computation of a rights certificate payment amount)that Information Resources has incurred (directly or by reimbursement) topermit the trust to comply with securities laws or the rules of the OTC BulletinBoard (as described below under “—Expenses of the Trust”) or in connection withthe registration of the rights certificates under the Securities 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 andtheir subsidiaries, 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”means the 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-cashproceeds recovered or received by Information Resources, its subsidiaries ortheir affiliates as a result of the litigation (including agreements,commitments, undertakings and other benefits and protections). The term “litigationproceeds” means gross litigation proceeds less any contingency-based fees. Anynon-cash proceeds that provide Information Resources, its subsidiaries andtheir affiliates with no substantial benefits or protections other than thoseto which they are entitled under applicable law are deemed to have a fairmarket value of zero under the agreement.

 

PAYMENT PROCEDURES TO HOLDERS OF RIGHTS CERTIFICATES.****The trust will make payments from time to time to theholders of rights certificates upon the receipt of rights certificate paymentamounts from IRI Holdings, Inc. pursuant to the contingent value rightsagreement. The payment dates will be determined by the litigation trustees ofthe trust and, with respect to any receipt of rights certificate paymentamounts, will be no more than 60 days following the receipt of thoseamounts. On each payment date, the institutional trustee of the trust willtransfer the aggregate rights certificate payment amount to the payment agent designatedpursuant to the declaration of trust, and the payment agent will promptly makepayments to the holders.

 

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**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 Part I, Item 2 below —Summary Financial Information.) 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, InformationResources’ subsidiaries, and their affiliates to prosecute the antitrustlitigation, (i) generally including any amounts paid to or on behalf ofthe rights agents but (ii) excluding (A) contingency-based fees,(B) any payment of the independent accounting firm costs and expenses,(C) any fees, expenses or costs associated with the trust and (D) anyfees, expenses or costs associated with registering the rights certificatesunder the Securities Act or any fees, expenses or costs associated withcomplying with the Securities Act, the Securities Exchange Act of 1934 andother securities laws. Claims expenses also include (a) certain amountspayable to IRI Holdings, Inc. in the event that the rights agents directemployees of IRI Holdings, Inc., Information Resources, InformationResources’ subsidiaries, or their affiliates to perform certain tasks inconnection with the antitrust litigation and (b) specified costs incurredby IRI Holdings, Inc. in obtaining credit support for its obligation tofund claims expenses. As of June 30, 2005, no amounts were owed to IRIHoldings, Inc. for employee time referred to in subparagraph(a) above or for credit support costs referred to in subparagraph(b) above.

 

ESCROW FUND. Pursuant to the contingent value rights agreement, onDecember 12, 2003 IRI Holdings, Inc. placed the cash amount of$10 million, plus interest in the amount of $45,548, in an escrow accountheld by LaSalle Bank National Association as escrow agent, free of any liens orencumbrances of any kind (except as permitted in the contingent value rightsagreement), to support the prosecution of the antitrust litigation and thepayment of claims expenses. The escrow account is in the name of InformationResources but is restricted in use to funding claims expenses for the antitrustlitigation. As of September 30, 2005, the escrow account balance was$3,127,753.

 

As of October 21, 2005, Information Resources has been reimbursed outof the escrow fund for certain claims expenses it has paid, and certain thirdparty providers have been paid directly out of the escrow fund for other claimsexpenses, in the total amount of $7,002,716. Information Resources has paid an additional amount of $64,638 forclaims expenses for which Information Resources will be entitled toreimbursement out of the escrow fund upon presentation of a claims notice tothe escrow agent. Information Resources has also received invoices for claimsexpenses in the amount of $11,194 that remain unpaid as of October 21, 2005.After disbursement of the foregoing amounts out of the escrow fund, the balanceremaining in the escrow fund, including all interest earned on the balance asof September 30, 2005, will be $3,051,920.

 

PROCESS FOR RAISING ADDITIONAL FUNDS. While the rights agents are notcurrently considering raising additional funds, the declaration of trust willpermit the litigation trustees of the trust, upon the instruction of the CVRRights Agents, to raise funds to pay expenses of the antitrust litigation inexcess of $10 million by either causing the trust to incur indebtednessthat represents debt of the trust (and not an ownership interest) for UnitedStates federal income tax purposes or causing the trust to issue additionalrights certificates. Any such indebtedness will likely represent a prior claimon the assets of the trust, including any rights certificate payment amountsreceived pursuant to the contingent value rights agreement, and may reduce theaggregate amounts available for distribution to rights certificate holders. Anyissuance of additional rights certificates will have a dilutive effect onrights certificate holders, reducing the percentage of the total rightscertificate payment amount that holders receive with respect to each rightscertificate. As of the date hereof, the litigation trustees have taken noactions to raise additional funds. There can be no assurance that the trust willbe 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.

 

CONTINGENCY FEE ARRANGEMENTS. On September 17, 2002, InformationResources entered into a partial contingency fee arrangement withFreeborn & Peters LLP, one of the law firms representing it in theantitrust litigation. In May of 2004, Information Resources also enteredinto full contingency fee arrangements with Hagens Berman Sobol Shapiro LLP(formerly Hagens Berman LLP), the lead trial counsel in the antitrustlitigation, and Boies, Schiller & Flexner LLP, the former lead trialcounsel in the antitrust litigation.

 

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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 byFreeborn & Peters in connection with the antitrust litigation.Additionally, Information Resources has agreed that, if it settles the caseafter the trial commences or obtains a verdict in its favor, it will payFreeborn & Peters an amount equal to the greater of (i) 5% of thevalue of what Information Resources recovers from the defendants as a result ofa judgment rendered against or a settlement with them, or (ii) thedifference between the actual fees paid by Information Resources toFreeborn & Peters in connection with the litigation and the fees thatInformation Resources would have incurred had it continued payingFreeborn & Peters for services rendered for the period January 1,2002 through the 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, 2001if Information 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, HagensBerman has agreed to represent Information Resources through the trial in thelitigation, as well as through any appeals or any retrial, in consideration fora contingency fee to be calculated as follows: 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 settles the case after a jury is sworn in orobtains a verdict in its favor, Information Resources will instead pay HagensBerman a contingency fee equal to 8% 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 expensesincurred in excess of the budget will be advanced by Hagens Berman, to bereimbursed to it out of any balance in the escrow fund referred to above onmutually agreed upon terms. Substantially all costs (excluding legal fees forcounsel representing Information Resources in the litigation) paid directly orreimbursed by Information Resources or out of the escrow fund since the inceptionof the case will be deducted from any recovery before calculating Hagens Berman’scontingency fee. No contingency fee shall be paid to Hagens Berman on the awardby a court of fees, costs or interest.

 

Under the contingency fee arrangement with Boies, Schiller &Flexner LLP, Boies, Schiller & Flexner was paid $250,000 inJune 2004 as satisfaction in full of any expenses incurred by it on behalfof Information Resources during its representation of Information Resources inthe antitrust litigation. Further, as full and final satisfaction of any andall other amounts that Boies, Schiller & Flexner has claimed or mayclaim are due to it in consideration for its representation of InformationResources in the antitrust litigation, Boies, Schiller & Flexner willbe entitled to a contingency fee of $3 million out of any recovery received byInformation Resources in the antitrust litigation. If the contingency fee isnot paid to Boies, Schiller & Flexner on or before July 15, 2005,this amount will begin to accrue interest, in an amount not to exceed $250,000,on July 16, 2005 at the rate of one-half of one percent per month. Boies,Schiller & Flexner has agreed to look solely to any recovery from theantitrust litigation for the payment of the $3 million contingency fee and anyinterest that may accrue thereon.

 

The additional contingency fee arrangements entered into with HagensBerman and Boies, Schiller & Flexner in May of 2004 will reducethe percentage of the total recovery from the antitrust litigation that isavailable to rights certificate holders with respect to each rights certificateby the amount of such contingency-based fees; however, these additionalcontingency fee arrangements may also increase the likelihood of InformationResources obtaining a higher overall recovery in the litigation, therebyincreasing the aggregate amount available for distribution to rightscertificate holders. (See “Risk Factors—****InformationResources has entered into additional contingency fee arrangements with counselwhich will reduce the percentage of the total recovery from the antitrustlitigation that is available to rights certificate holders.”)

 

EXPENSES OF THE TRUST. Pursuant to the contingent value rightsagreement, Information Resources will generally be responsible for the expensesof the trust, subject to Information Resources’ prior approval of those

 

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expenses. Information Resources will also be responsible for allexpenses relating to the indemnification obligations of the trust described inthe Prospectus or compliance with securities laws and the rules of the OTCBulletin Board. Information Resources will not be responsible for the expensesof the trust relating to indebtedness for borrowed money and as discussed abovewill be reimbursed for “claims expenses” paid by it. Any expenses not imposedon Information Resources as described above will be general obligations of thetrust, payable out of the trust’s assets (including out of any rightscertificate payment amounts received pursuant to the contingent value rightsagreement). Information Resources will be entitled to deduct from the amountspayable to the trust under the contingent value rights agreement those expensesof the trust described as deductible expenses in “—Payment Calculation” above.

 

**The Litigation**

 

The following descriptionof the antitrust litigation has been obtained from publicly available documentsfiled with the Securities and Exchange Commission by Information Resources, asupdated from time to time in publicly available documents filed with theSecurities and Exchange Commission by the trust. It does not purport to be afull or complete description of the legal or factual issues presented, thecourt opinions rendered or the relevant law.

 

GENERAL. On July 27, 1996, Information Resources filed anantitrust lawsuit against The Dun & Bradstreet Corp., A.C. NielsenCompany and IMS International, Inc. in the United States District Courtfor the Southern District of New York entitled Information Resources, Inc.v. The Dun & Bradstreet Corp., et al. No. 96 CIV. 5716. In thelawsuit, Information Resources alleges that the defendants violatedSections 1 and 2 of the Sherman Act, 15 U.S.C. Sections 1 and 2, andthe common law by engaging in a series of unlawful practices through whichInformation Resources claims that defendants attempted to regain monopoly powerin the U.S. market for retail tracking services and exclude competition from 30markets outside the U.S., where Nielsen dominated. Through the antitrustlitigation, Information Resources seeks to enjoin those practices and torecover damages in excess of $650 million, before trebling. InformationResources demanded a trial by jury, and the case has been assigned to theHonorable Louis L. Stanton. It is Information Resources’ position that itcontinues to suffer damages to this day as a result of the defendants’allegedly unlawful practices, which it believes were aimed at underminingcompetition by financially crippling Information Resources.

 

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

 

•             unlawfullytying/bundling services in markets in which defendants had monopoly power withservices in markets in which Nielsen competed with Information Resources;

•             entering intoexclusionary contracts with retailers in several countries in order to denyInformation Resources’ access to the sales data necessary to provide retailtracking services or to artificially raise the cost of that data;

•             predatory pricing;

•             acquiring foreignmarket competitors with the intent of impeding Information Resources’ effortsat geographic expansion;

•             tortiouslyinterfering with Information Resources’ contracts and relationships withclients, joint

 

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venture partners and other market research companies;

•             disparagingInformation Resources to financial analysts and clients; and

•             denying InformationResources access to the capital markets necessary for it to compete.

 

THE GOVERNMENT INVESTIGATIONS. When the defendants in the antitrustlitigation refused to end these practices, Information Resources alertedantitrust regulatory authorities in Canada, the United States and Europe.First, Information Resources complained to the Canadian Director ofInvestigation and Research concerning exclusive data contracts with retailersand long-term contracts with manufacturers that Nielsen had executed in Canada.Information Resources claimed that those contracts prevented InformationResources’ entry into the Canadian market. The Canadian Director ofInvestigation and Research conducted an investigation and thereafter filed an applicationon April 5, 1994 against Nielsen’s practices before the CanadianCompetition Tribunal. On August 30, 1995, the Canadian CompetitionTribunal issued an order concluding that Nielsen, the sole supplier of retailtracking services in Canada, had unlawfully excluded Information Resources fromthe market. The Canadian Competition Tribunal ordered that Nielsen could notenforce any of the provisions of its contracts with retailers or manufacturersthat the tribunal had concluded were anticompetitive.

 

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 the investigation.

 

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 theundertaking, the Department of Justice closed its investigation.

 

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

 

On December 3, 2004, the U.S. District Court presiding over thelitigation granted defendants’ motion inlimine, holding thatInformation Resources was barred from arguing that Nielsen’s pricing practicesor discounts, including its bundling practices, were illegal oranti-competitive unless it could prove that they involved prices belowshort-run average variable costs, calculated without the inclusion of Nielsen’sfixed operations costs. On January 27, 2005, the court issued a stipulatedorder dismissing all of Information Resources’ remaining claims with prejudiceand on the merits for the purpose of allowing Information Resources to take animmediate appeal. At this time, the court also entered a final judgment againstInformation Resources. Information Resources stipulated to the court’s orderand to a final judgment being entered against it because it could not meet thestandard that the court set forth in its December 3, 2004 inlimineorder (as summarized in the first sentence of this paragraph above). WhileInformation Resources believes that this standard is erroneous, it determinedthat it could not prove its remaining claims without the critical evidence ofNielsen’s bundled contracts that was excluded by the inlimineruling.

 

Effective February 1, 2005, Information Resources filed a Noticeof Appeal with the United States Court of Appeals for the Second Circuitappealing the final judgment entered against it on January 27, 2005, aswell as the earlier rulings pursuant to which the court denied InformationResources and/or its subsidiaries the right to sue under the Sherman Act fordamages suffered in those European markets where Information Resources sold its

 

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InfoScan services through its subsidiaries. On April 15, 2005,Information Resources, as appellant, filed its brief in the Second CircuitCourt of Appeals.  Appellees filed theirresponsive brief on May 16, 2005. Information Resources then filed its reply brief on June 7,2005.  The Second Circuit Court ofAppeals heard oral argument on this appeal on October 18, 2005.  The parties are now waiting for the SecondCircuit to render a decision.  (See “RiskFactors—****There can be no assurance thatInformation Resources will prevail on all or any part of its appeal before theSecond Circuit Court of Appeals or any subsequent appeals, if necessary.”)  All briefs filed in this case with the SecondCircuit Court of Appeals are a matter of public record and should be availablefor viewing in the clerk’s office of the Second Circuit Court of Appeals.  Hagens Berman, Information Resources’ leadtrial counsel in this case, has also posted Information Resources’April 15, 2005 appellate brief, appellees’ May 16, 2005 responsivebrief and Information Resources’ June 7, 2005 reply brief on its websiteat www.hbsslaw.com. All other materials filed with the Second Circuit Court ofAppeals in this case, if publicly available, should be obtained directly fromthe clerk’s office of the Second Circuit Court of Appeals.

 

The contingency fee arrangement in place with Hagens Bermanspecifically covers all appellate activity related to the litigation. In lightof this, and based on current assumptions about the appeals process before theSecond Circuit Court of Appeals, the rights agents do not expect the cost ofthe current appeals process in the Second Circuit to be significant. (See “RiskFactors—****There can be no assurance that the trustwill have adequate funds to prosecute the litigation.”)

 

During the course of the proceedings, the court has made the followingnon-discovery related rulings, among others, and Information Resources anddefendants have recently taken the following key actions:

 

•      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 also clarifiedthat its order of July 12, 2000 prohibited Information Resources fromsuing to recover damages for any weakening of its competitive position in theUnited States because of reduced revenue from its foreign subsidiaries. Thecourt also clarified that its order of July 12, 2000 did not dismissInformation Resources’ claims in markets that Information Resources wasprepared to or attempted to enter, but from which it claimed it was excluded.Information Resources alleged that it was completely excluded and neveroperated a service either directly or through a subsidiary in 22 of the 30foreign 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.

•      OnJanuary 15, 2004, the court, pursuant to defendants’ request, vacated thediscovery cut off and

 

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trial date to allow defendants additional time for discovery onInformation Resources’ claims of injury permitted by the court’s April 28,2003 order with respect to defendants’ foreign conduct that allegedly drainedInformation Resources of U.S. resources necessary to compete in the domesticmarket.

•      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, ProfessorFisher concluded that defendants engaged in a series of anticompetitivepractices, both in the U.S. and abroad, aimed at monopolizing the U.S. marketand excluding Information Resources from non-U.S. markets. Professor Fisheropined that a dangerous probability existed when defendants undertook thesepractices that they would have monopolized the U.S. market had governmentauthorities 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 andattempted 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) monopolyleveraging (Count VI); or 4) tortious interference with contract andprospective business relationship (Counts VII and VIII). While InformationResources is not prosecuting these as separate claims for damages, InformationResources believes that each remains relevant, as an evidentiary matter, toInformation Resources’ 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 BermanSobol Shapiro LLP (formerly Hagens Berman LLP) in place of the law firm ofBoies, Schiller & Flexner LLP to serve as co-counsel representingInformation Resources in the antitrust litigation.

•      OnSeptember 3, 2004, defendants filed two new motions: (1) a Motion forReconsideration of the court’s December 7, 1998 ruling that the EuropeanCommission’s Statement of Objections against defendants would be received intoevidence at trial, and (2) a Motion inLimine seeking toexclude from trial evidence of certain of defendants’ retail trackingcontracts.

•      Asof October 31, 2004, fact discovery in the case was completed.

•      OnDecember 3, 2004, the court granted defendants’ motion in limine,holding that Information Resources was barred from arguing that Nielsen’spricing practices or discounts, including its bundling practices, were illegalor anti-competitive unless it could prove that they involved prices belowshort-run average variable costs, calculated without the inclusion of Nielsen’sfixed operations costs.

•      OnJanuary 27, 2005, the court issued a stipulated order dismissing all ofInformation Resources’ remaining claims with prejudice and on the merits forthe purpose of allowing Information Resources to take an immediate appeal. Alsoon January 27, 2005, the court entered a final judgment againstInformation Resources, pursuant to the stipulated order and Rule 54 of theFederal Rules of Civil Procedure, dismissing Information Resources’Amended Complaint with prejudice and on the merits so that InformationResources could take an immediate appeal.

•      EffectiveFebruary 1, 2005, Information Resources filed a Notice of Appeal from thefinal judgment, which includes, among other things, the January 27, 2005stipulated order of dismissal, as well as the court’s orders datedJuly 12, 2000 and February 6, 2001, pursuant to which the courtdenied Information Resources and/or its subsidiaries the right to sue under theSherman Act for damages suffered in those European markets where InformationResources sold its InfoScan services through its subsidiaries.

•      OnApril 15, 2005, Information Resources filed its brief in the SecondCircuit Court of Appeals.

•      OnMay 16, 2005, appellees filed their responsive brief in the Second CircuitCourt of Appeals.

•      OnJune 7, 2005, Information Resources filed its reply brief in the SecondCircuit Court of Appeals.

•      OnOctober 18, 2005, the Second Circuit Court of Appeals heard oral arguments onthe appeal filed by Information Resources in this case.

 

It is Information Resources’ view that the court’s December 3,2004 ruling improperly extended and expanded the bright line test used foridentifying predatory pricing to a different practice — bundling — resulting inthe dismissal of Information Resources’ remaining claims for damages. It isalso Information Resources’ view that the court also failed to take account ofthe synergistic effects of defendants’ several anti-competitive practices. Withrespect to Information Resources’ claims for damages in the European markets,it is Information Resources’

 

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position that the court improperly granted defendants’ motion forsummary judgment denying Information Resources standing. Information Resourcesbelieves that the court then compounded this error by denying InformationResources’ request to amend its complaint to add its subsidiaries asplaintiffs.

 

If Information Resources succeeds in its appeal in its entirety suchthat the final judgment, including the January 27, 2005 stipulated order,the July 12, 2000 order and the February 6, 2001 order, are reversed,Information Resources will likely seek an immediate trial of all claims thatwere dismissed by the January 27, 2005 order, as well as those claims thatInformation Resources and/or its subsidiaries were prevented from pursuing bythe July 12, 2000 and the February 6, 2001 orders. In this event,Information Resources’ damage claim will increase by an amount not yetdetermined, but in excess of those damages calculated in the expert report ofProfessor Franklin Fisher initially filed on February 27, 2004, for theadditional losses suffered in those European markets where InformationResources sold its services through subsidiaries. If, instead, the finaljudgment is affirmed with respect to the district court’s July 12, 2000and February 6, 2001 rulings, but reversed with respect to the standardset out by the district court in its December 3, 2004 ruling, thenInformation Resources will likely seek an immediate trial of the same claimsfor which it was seeking redress immediately prior to the district court’sDecember 3, 2004 ruling, claiming the same damages as those calculated inthe February 27, 2004 expert report of Professor Franklin Fisher.Alternatively, if the final judgment is affirmed with respect to the standardset out by the district court in its December 3, 2004 ruling, but reversedwith respect to the district court’s July 12, 2000 and February 6,2001 rulings, then Information Resources will consider its possible courses ofaction, including, but not limited to, further appeals as set forth in thefollowing paragraph or an immediate trial of all claims for damages suffered byInformation Resources and/or its subsidiaries in European markets whereInformation Resources sold its services through its subsidiaries, subject tothe district court’s December 3, 2004 ruling.  If Information Resources succeeds in itsappeal in part or in its entirety, defendants will have the right to seek arehearing *en banc* from the Second Circuit.  If that is unsuccessful, defendants would beentitled to seek review by the Supreme Court of the United States.

 

If Information Resources does not prevail on any part of its appealbefore the Second Circuit Court of Appeals, Information Resources’ immediaterecourse will likely be to seek a rehearing *en banc* fromthe Second Circuit. If that is unsuccessful, Information Resources would beentitled to seek review by the Supreme Court of the United States. If suchreview is denied, the case will be concluded. If Information Resources decidesnot to seek review by the Supreme Court or the Supreme Court denies InformationResources’ right to such a review, or having obtained the right to such areview, Information Resources does not obtain a favorable ruling from theSupreme Court, no award of monetary damages will be made to InformationResources and therefore, no monetary payment will be possible from the trust tothe holders of rights certificates except to the extent any funds remain in theescrow fund at the conclusion of the litigation, in which case such funds shallbe disbursed to the holders of rights certificates in accordance with the termsof the contingent value rights agreement. In the event that InformationResources does seek and obtain Supreme Court review and obtains a ruling in itsfavor, the case will likely be remanded to the United States Court of Appealsfor the Second Circuit for proceedings consistent with the Supreme Court’sruling.

 

There can be no assurance that Information Resources will prevail onall or any part of its appeal before the Second Circuit Court of Appeals or anyfurther appeals should these become necessary, nor can there be any assurancethat Information Resources will succeed in obtaining any recovery or be able tomake any payment from the trust to the holders of rights certificates. (See “RiskFactors—****There can be no assurance thatInformation Resources will prevail on all or any part of its appeal before theSecond Circuit Court of Appeals or any subsequent appeals, if necessary.”) Atthis time, none of the trust, IRI Holdings, Inc., the rights agents, thelitigation trustees, or any of their respective affiliates, is able to predictwhich, if any, of the possible outcomes set forth above are likely to occur,nor can any of the foregoing predict with any certainty what InformationResources’ response will be should any of the possible outcomes set forth aboveactually occur.

 

DAMAGES. In its original complaint, filed in 1996, InformationResources sought damages in excess of $350 million before trebling. As setforth above, on February 27, 2004, Information Resources filed the expertreport of Professor Fisher. In 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 that Information Resources suffered

 

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damages of $21.0 million in Canada and $15.2 million in Mexico, as aresult of practices that Professor Fisher has concluded were anticompetitiveand excluded Information Resources from these markets. If Information Resourcessucceeds on its appeal before the Second Circuit Court of Appeals in itsentirety, such that the final judgment, including the January 27, 2005stipulated order, the July 12, 2000 order and the February 6, 2001order, are reversed, Information Resources will likely seek an immediate trialof all claims that were dismissed by the January 27, 2005 order, as wellas those claims that Information Resources and/or its subsidiaries wereprevented from pursuing by the July 12, 2000 and the February 6, 2001orders. In this event, Information Resources’ damage claim will increase by anamount not yet determined, but in excess of those damages calculated in theexpert report of Professor Franklin Fisher initially filed on February 27,2004, for the additional losses suffered in those European markets whereInformation Resources sold its services through subsidiaries.

 

**None of the trust, IRI Holdings, Inc., Information Resources, orany of their respective affiliates, makes any representations as to the amountof any potential recovery from the antitrust litigation or when, if ever, anyrecovery may be obtained.**

 

COUNSEL TO INFORMATIONRESOURCES. Information Resources is currently represented in the antitrustlitigation by the following law firms: Freeborn & Peters LLP; HagensBerman Sobol Shapiro LLP (formerly Hagens Berman LLP); and Fried, Frank,Harris, Schriver & Jacobson LLP.

 

**Managementof the Litigation**

 

GENERAL. Under the termsof the contingent value rights agreement, the antitrust litigation is to bedirected on behalf of Information Resources and the rights certificates holdersby a body of five rights agents: two CVR Rights Agents, two Parent RightsAgents and one Independent Rights Agent. Under the contingentvalue rights agreement, the CVR Rights Agents are responsible for overseeingthe day-to-day workings of the antitrust litigation. However, the approval of amajority of the rights agents is required for certain strategic decisionsrelating to the antitrust litigation. Further, a majority of the rights agents(other than the Independent Rights Agent) must approve any settlement of thelitigation.

 

The current CVR 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 areWilliam Chisholm, Executive Vice President and a member of the Board ofDirectors of IRI Holdings, Inc., and Michael Duffey, current ChiefFinancial Officer of Information Resources. The former Independent RightsAgent, Travis Rhodes, investment analyst at Abrams Capital LLC, resignedeffective as of August 15, 2005 in order to devote greater attention tohis primary responsibilities at Abrams Capital. Mr. Rhodes’ decision toresign was not a result of any disagreement with the Trust, the LitigationTrustees or the other Rights Agents, nor was it the result of any matterrelating to the antitrust litigation or the Trust’s operations, policies orprocedures.  The other Rights Agents arein the process of identifying qualified candidates to replace Mr. Rhodesas Independent Rights Agent.

 

As of October 21, 2005,Mr. Durrett was the beneficial owner of 323,536 rights certificates andMs. Weed was the beneficial holder of 47,736 rights certificates. None ofIRI Holdings, Inc., Information Resources, Mr. Chisholm orMr. Duffey was a beneficial owner of rights certificates as of October 21,2005.

 

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 delegate toMs. Weed from time to time. Ms. Weed has in-depth and specificknowledge of the facts underlying the litigation and, as General Counsel ofInformation Resources, was responsible for managing the day-to-day matters inthe antitrust litigation from 1998 through the effective date of the contingentvalue rights agreement, when the CVR Rights Agents took over day-to-daymanagement responsibility for the antitrust litigation. Ms. Weed iscompensated at the rate of $350 per hour, plus reimbursement of her reasonableout-of-pocket expenses. As of April 1, 2004, when Ms. Weed beganreceiving $5,000 per month as compensation for serving as a CVR Rights Agent(see “—Compensation and Expenses of

 

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Rights Agents” below), shebegan providing services to the rights agents at no additional charge for thefirst $5,000 of services rendered each month.

 

COMPENSATION AND EXPENSES OF RIGHTS AGENTS. BeginningDecember 2003, the CVR Rights Agents are to be paid at least $5,000per month on the first day of each month until the last rights certificatepayment date, and the Independent Rights Agent may be paid a fair andreasonable amount of compensation until the last payment date that is agreed toby a majority of the rights agents (other than the Independent Rights Agent).These payments are payable as claims expenses (see “—Funding of Claims Expenses”).Generally, all reasonable expenses and disbursements incurred by the rightsagents in connection with the discharge of their duties will also be payable byInformation Resources as claims expenses. The Parent Rights Agents are notentitled to any compensation for their service as Parent Rights Agents. As ofSeptember 30, 2005, the total amount of $ 90,000 was incurred as compensationpayments to the CVR Rights Agents for the first three quarters of 2005.

 

LIABILITY AND INDEMNIFICATION OF RIGHTS AGENTS. The rights agents willnot be liable for any acts or omissions except to the extent that the rightsagents have engaged in willful misconduct or bad faith. The rights agents willbe indemnified and held harmless from and against any and all liabilities,obligations, losses, damages, penalties, actions, judgments, suits, costs,reasonable expenses and reasonable disbursements of any kind or naturewhatsoever (including for their own ordinary or gross negligence) that may beimposed on, asserted against or incurred by them under the contingent valuerights agreement. The rights agents will not have the right to be indemnifiedunder the contingent value rights agreement for their own willful misconduct orbad faith.

 

REMOVAL AND APPOINTMENT OF RIGHTS AGENTS. The rights agents may resignat any time by giving written notice of resignation to IRI Holdings, Inc.,the trust and the other rights agents. Any Parent Rights Agent may be removedby IRI Holdings, Inc. at any time and all of the rights agents (other thanthe Independent Rights Agent) may remove the Independent Rights Agent at anytime. A CVR Rights Agent may not be removed by any party. If a Parent RightsAgent resigns, is removed or becomes incapable of acting, IRIHoldings, Inc. will promptly appoint a qualified successor Parent RightsAgent, which may be an officer of IRI Holdings, Inc. If a CVR Rights Agentresigns, is removed, or becomes incapable of acting, the remaining CVR RightsAgent will promptly appoint a qualified successor who is a rights certificateholder. If the Independent Rights Agent resigns, is removed or becomesincapable of acting, his or her successor will be appointed by the unanimousagreement of the remaining rights agents. Additional mechanisms are in place ifa successor CVR Rights Agent is not chosen as set forth above.

 

**Material Federal Income 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 rightscertificate will be treated for Federal income tax purposes as the owner of apro rata share of the trust’s assets and will be treated as receiving anyamounts received by the trust when those amounts are received by the trust (andas making payments to third parties when the trust pays such amounts). Thetrust files Form 1041, U.S. Income Tax Return for Estates and Trusts. Theholders of rights certificates are provided an information statement reportingtheir portion of the trust’s income/loss.

 

**Risk Factors**

 

**The Second Circuit Court of Appeals could determine that the DistrictCourt’s December 3, 2004 inlimine ruling from whichInformation Resources is appealing was not a final judgment and thereforedismiss the appeal.**

 

On January 27, 2005, the U.S. District Court issued a stipulatedorder dismissing all of Information Resources’ remaining claims with prejudiceand on the merits for the purpose of allowing Information Resources to take animmediate appeal. At the same time, the court entered a final judgment againstInformation Resources. Effective February 1, 2005, Information Resourcesfiled a Notice of Appeal from the final judgment, as well as from the

 

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court’s orders dated July 12, 2000 and February 6, 2001,pursuant to which the court denied Information Resources and/or its subsidiariesthe right to sue under the Sherman Act for damages suffered in those Europeanmarkets where Information Resources sold its InfoScan services through itssubsidiaries. The Second Circuit Court of Appeals could determine that thedistrict court’s inlimine ruling was not a final judgment, inwhich case the Second Circuit Court of Appeals would likely dismiss InformationResources’ appeal and remand the case to the district court for furtherproceedings consistent with the Second Circuit’s decision. If this were tooccur, it is not clear what further proceedings would transpire at this point.While Information Resources believes this outcome is unlikely, there can be noassurances as to the future actions to be taken by the Second Circuit Court ofAppeals.

 

**There can be no assurance that Information Resources will prevail onall or any part of its appeal before the Second Circuit Court of Appeals or anysubsequent appeals, if necessary.**

 

While IRI believes that it has a strong case on appeal, there can be noassurances that IRI will prevail on all or any part of its appeal before theSecond Circuit Court of Appeals or any subsequent appeals, should these becomenecessary, nor can there be any assurance that Information Resources willsucceed in obtaining any recovery or be able to make any payment from the trustto the holders of rights certificates. In its appeal before the Second CircuitCourt of Appeals, the court could affirm all of the district court’s rulingsthat are the subject of the appeal, reverse all of the district court’s rulingsthat are the subject of appeal or affirm in part and reverse in part. IfInformation Resources succeeds in its appeal before the Second Circuit in itsentirety such that the final judgment, including the January 27, 2005stipulated order, the July 12, 2000 order and the February 6, 2001order, are reversed, Information Resources will likely seek an immediate trialof all claims that were dismissed by the January 27, 2005 order, as wellas those claims that Information Resources and/or its subsidiaries wereprevented from pursuing by the July 12, 2000 and the February 6, 2001orders. In this event, Information Resources’ damage claim will increase by anamount not yet determined, but in excess of those damages calculated in theexpert report of Professor Franklin Fisher initially filed on February 27,2004, for the additional losses suffered in those European markets whereInformation Resources sold its services through subsidiaries. If, instead, thefinal judgment is affirmed with respect to the district court’s July 12,2000 and February 6, 2001 rulings, but reversed with respect to thestandard set out by the district court in its December 3, 2004 ruling,then Information Resources will likely seek an immediate trial of the sameclaims for which it was seeking redress immediately prior to the district court’sDecember 3, 2004 ruling, claiming the same damages as those calculated inthe February 27, 2004 expert report of Professor Franklin Fisher.Alternatively, if the final judgment is affirmed with respect to the standardset out by the district court in its December 3, 2004 ruling, but reversedwith respect to the district court’s July 12, 2000 and February 6,2001 rulings, then Information Resources will consider its possible courses ofaction, including, but not limited to, further appeals as set forth in thefollowing paragraph or an immediate trial of all claims for damages suffered byInformation Resources and/or its subsidiaries in European markets whereInformation Resources sold its services through its subsidiaries, subject tothe district court’s December 3, 2004 ruling.

 

If Information Resources does not prevail on any part of its appealbefore the Second Circuit Court of Appeals, Information Resources’ immediaterecourse will likely be to seek a rehearing *en banc* fromthe Second Circuit. If that is unsuccessful, Information Resources would beentitled to seek review by the Supreme Court of the United States. If suchreview is denied, the case will be concluded. If Information Resources decidesnot to seek review by the Supreme Court or the Supreme Court denies InformationResources’ right to such a review, or having obtained the right to such areview, Information Resources does not obtain a favorable ruling from theSupreme Court, no award of monetary damages will be made to InformationResources and therefore, no monetary payment will be possible from the trust tothe holders of rights certificates except to the extent any funds remain in theescrow fund at the conclusion of the litigation, in which case such funds shallbe disbursed to the holders of rights certificates in accordance with the termsof the contingent value rights agreement. In the event that InformationResources does seek and obtain Supreme Court review and obtains a ruling in itsfavor, the case will likely be remanded to the United States Court of Appealsfor the Second Circuit for proceedings consistent with the Supreme Court’sruling.

 

At this time, none of the trust, IRI Holdings, Inc., the rightsagents, the litigation trustees, or any of their respective affiliates, is ableto predict which, if any, of the possible outcomes set forth above are likelyto occur, nor can any of the foregoing state with any certainty whatInformation Resources’ response will be should any of

 

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the possible outcomes set forth above actually occur.

 

**The antitrust litigation is controlled by rights agents whose interestsmay not be aligned with those of the rights certificate holders.**

 

The contingent value rights agreement provides that a body of fiveindividuals acting as rights agents shall 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,independent rights agent. In making any decision or determination with respectto the antitrust litigation, the rights agents are required to maximize thepresent value to IRI Holdings, Inc. and the trust of any potential futurelitigation proceeds. A decision to settle the litigation requires the approvalof a majority of the CVR Rights Agents and the Parent Rights Agents, therefore,either of the CVR Rights Agents, voting together, or the Parent Rights Agents,voting together, will have an effective veto over any decision to settle theantitrust litigation.

 

The interests of IRI Holdings, Inc. in any settlement of theantitrust litigation will not necessarily be aligned with the interests of therights certificate holders. For example, IRI Holdings, Inc. may prefer asettlement that includes, in addition to cash payments, agreements by thedefendants to refrain from future unlawful anti-competitive conduct over analternative settlement that includes no such agreements, even if thealternative settlement offers higher cash payments. On the other hand, the rightscertificate holders, who would not derive the same benefit as IRIHoldings, Inc. from agreements by the defendants to refrain from futureunlawful anti-competitive conduct, presumably would prefer the alternativesettlement offering higher cash payments, which would result in correspondinglyhigher payments on the rights certificates. As stated above, however, each ofthe CVR Rights Agents, voting together, and the Parent Rights Agents, votingtogether, have the right to veto any settlement, and that veto would be finaland binding on the other rights agents, the trust and the rights certificateholders.

 

**There can be no assurances that the trust will have adequate funds toprosecute 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 the currentappellate activity and any other appellate activity or retrial that may benecessary, given that the contingency fee arrangement Information Resources hasentered into with Hagens Berman specifically covers all appellate activityrelated to the litigation. In light of this, and based on current assumptionsabout the appeals process before the Second Circuit Court of Appeals, therights agents do not expect the cost of the current appeals process in theSecond Circuit to be significant. However, there can be no assurances that thetrust will have adequate resources to fully prosecute the litigation,especially given the unpredictable nature of litigation generally. If 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.

 

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

 

**Information Resources has entered into additional contingency feearrangements with counsel which will reduce the percentage of the totalrecovery from the antitrust litigation that is available to rights certificateholders.**

 

As a result of the increase in the length of the litigation and in thescope of discovery and the litigation itself due to certain rulings in 2003 and2004, along with the related increase in legal fees and costs, the rightsagents entered into additional contingency fee arrangements in May of 2004with its current lead trial counsel and its former lead trial counsel in theantitrust litigation. (See “— Contingency Fee Arrangements” above.) Thesearrangements will reduce the percentage of total recovery from the litigationthat is available to rights certificate

 

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holders. However, these additional contingency fee arrangements mayalso increase the likelihood of Information Resources obtaining a higheroverall recovery in the litigation, thereby increasing the aggregate amountavailable for distribution to rights certificate holders.

 

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

 

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 indebtedness will likely represent a prior claim on theassets of 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 issuanceof additional 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 rights certificate. Asof the date hereof, the litigation trustees have taken no actions to raiseadditional funds.

 

**Summary Financial Information**

 

The following is a summary that details the antitrust litigation escrowaccount expense activity for the year ended December 31, 2004 and theperiod ended September 30, 2005, as well as the amounts available to coverincurred but unpaid antitrust litigation expenses:

 
| ***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 December 31, 2004                              |   | (6,110,914 | )          |
| ***Interest Earned on Balance of Escrow Fund as of December 31,  2004***                                                                                                      |   | 32,028     |       |
| ***Litigation Escrow Account Fund Balance, December 31, 2004***                                                                                                               |   | 3,966,662  |       |
| Reimbursements to Information  Resources, Inc. or paid directly to third party providers out of the  escrow account from January 1, 2005 through September 30, 2005 |   | (891,802   | )          |
| ***Interest Earned on Balance of Escrow Fund from January 1, 2005  through September 30, 2005***                                                                         |   | 52,893     |       |
| ***Litigation Escrow Account Fund Balance, September 30, 2005***                                                                                                                   |   | 3,127,753  |       |
| ***EXPENSES***                                                                                                                                                                     |   |       |       |
| Claims Expenses Reimbursable to Information  Resources, Inc. for services rendered / expenses incurred as of  September 30, 2005                                         |   | (23,593    | )          |
| Rights Agents Fees Reimbursable to  Information Resources, Inc. for services rendered / expenses incurred as  of September 30, 2005                                      |   | (30,000    | )          |
| Claims Expenses Incurred but Unpaid by  Information Resources, Inc. for services rendered / expenses incurred as  of September 30, 2005                                  |   | (12,240    | )          |
| Total Claims  Expenses                                                                                                                                                             |   | (65,833    | )          |
|                                                                                                                                                                               |   |       |       |
| ***Funds Available for Future Claims Expenses as of September 30,  2005***                                                                                                    |   | $          | 3,061,920  |   |

 

**Forward Looking Information**

 

Statements and financial discussion and analysis by the litigationtrustees contained throughout this Quarterly Report on Form 10-Q that arenot historical 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 number of risks and uncertainties. Certainof these risks are discussed in the section of this Quarterly Reportentitled “Risk Factors.” For further information regarding these risks anduncertainties, please see the section of the Prospectus entitled “RiskFactors.”

 

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**ITEM 3.   *Quantitativeand Qualitative Disclosures About Market Risk.***

 

Not Applicable.

 

**ITEM 4.   *Controls andProcedures.***

 

The litigation trustees have concluded that the registrant’s disclosurecontrols and procedures are effective based on their evaluation of thesecontrols as of September 30, 2005. There have been no changes in the registrant’s internal controls duringthe quarter ended September 30, 2005, including over financial reporting,or in other factors that could significantly affect internal controlssubsequent to that date.

 

**PART II — OTHER INFORMATION**

 

**ITEM 1.   *LegalProceedings.***

 

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’sDiscussion and Analysis of Financial Condition and Results of Operations — TheLitigation.”

 

**ITEM 6.   *Exhibits.***

 

(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 filed with this Form 10-Q                                                                                                                                                                                                                                                                                                  |
| 31.2 |   | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act  of 2002, signed by Monica M. Weed filed with this Form 10-Q                                                                                                                                                                                                                                                                                                     |
| 32.1 |   | Certification of Quarterly Report by Litigation Trustee Joseph P.  Durrett furnished with this Form 10-Q. This Certification shall not be  deemed “filed” for purposes of Section 18 of the Securities Exchange Act  of 1934, or otherwise subject to the liability of that section, nor shall it  be incorporated by reference into any filing of the Securities Act of 1933 or  the Securities Exchange Act of 1934. |
| 32.2 |   | Certification of Quarterly Report by Litigation Trustee Monica M.  Weed furnished with this Form 10-Q. This Certification shall not be  deemed “filed” for purposes of Section 18 of the Securities Exchange Act  of 1934, or otherwise subject to the liability of that section, nor shall it  be incorporated by reference into any filing of the Securities Act of 1933 or  the Securities Exchange Act of 1934.    |

 

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(1)                                 Exhibit isincorporated by reference to the Current Report on Form 8-K, filed withthe SEC on November 12, 2003

(2)                                 Exhibit isincorporated by reference to the Current Report on Form 8-K, filed withthe SEC on November 12, 2003

(3)                                 Exhibit isincorporated by reference to the Current Report on Form 8-K, filed withthe SEC on January 21, 2004

 

26

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**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: November 2, 2005

 

 
|   | 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 November 2, 2005.

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

 

**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 filed with this   Form 10-Q                                                                                                                                                                                                                                                                                                |
| 31.2 |   | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act  of 2002, signed by Monica M. Weed filed with this   Form 10-Q                                                                                                                                                                                                                                                                                                   |
| 32.1 |   | Certification of Quarterly Report by Litigation Trustee Joseph P.  Durrett furnished with this Form 10-Q. This Certification shall not be  deemed “filed” for purposes of Section 18 of the Securities Exchange Act  of 1934, or otherwise subject to the liability of that section, nor shall it  be incorporated by reference into any filing of the Securities Act of 1933 or  the Securities Exchange Act of 1934. |
| 32.2 |   | Certification of Quarterly Report by Litigation Trustee Monica M.  Weed furnished with this Form 10-Q. This Certification shall not be  deemed “filed” for purposes of Section 18 of the Securities Exchange Act  of 1934, or otherwise subject to the liability of that section, nor shall it  be incorporated by reference into any filing of the Securities Act of 1933 or  the Securities Exchange Act of 1934.    |

 

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(1)                                 Exhibit isincorporated by reference to the Current Report on Form 8-K, filed withthe SEC on November 12, 2003

(2)                                 Exhibit isincorporated by reference to the Current Report on Form 8-K, filed withthe SEC on November 12, 2003

(3)                                 Exhibit isincorporated by reference to the Current Report on Form 8-K, filed withthe SEC on January 21, 2004

 

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