IHS INC. |
| (Name of Issuer) |
Class
A common stock, par value $0.01 per share |
| (Title of Class of Securities) |
451734107 |
| (CUSIP Number) |
December
31, 2005 |
| (Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) | |
| o | Rule 13d-1(c) | |
| x | Rule 13d-1(d) |
| CUSIP No. 451734107 | 13G |
| 1 | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) URPASIS INVESTMENTS LIMITED |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) o NOT APPLICABLE |
||
| 3 | SEC USE ONLY |
||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION CYPRUS |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 18,911,391 |
|
| 6 | SHARED
VOTING POWER -0- |
||
| 7 | SOLE
DISPOSITIVE POWER 18,911,391 |
||
| 8 | SHARED
DISPOSITIVE POWER -0- |
||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,911,391 |
||
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 42.2% |
||
| 12 | TYPE
OF REPORTING PERSON CO |
||
Page 2 of 16
| CUSIP No. 451734107 | 13G |
| 1 | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) URVANOS INVESTMENTS LIMITED |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) o NOT APPLICABLE |
||
| 3 | SEC USE ONLY |
||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION CYPRUS |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 14,708,859 |
|
| 6 | SHARED
VOTING POWER -0- |
||
| 7 | SOLE
DISPOSITIVE POWER 14,708,859 |
||
| 8 | SHARED
DISPOSITIVE POWER -0- |
||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,708,859 |
||
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 25.1% |
||
| 12 | TYPE
OF REPORTING PERSON CO |
||
Page 3 of 16
| CUSIP No. 451734107 | 13G |
| 1 | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) TBG HOLDINGS NV |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) o NOT APPLICABLE |
||
| 3 | SEC USE ONLY |
||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION NETHERLANDS ANTILLES |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 33,620,250 |
|
| 6 | SHARED
VOTING POWER -0- |
||
| 7 | SOLE
DISPOSITIVE POWER 33,620,250 |
||
| 8 | SHARED
DISPOSITIVE POWER -0- |
||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,620,250 |
||
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 57.4% |
||
| 12 | TYPE
OF REPORTING PERSON CO |
||
Page 4 of 16
| CUSIP No. 451734107 | 13G |
| 1 | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) THYSSEN BORNEMISZA CONTINUITY TRUST |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) o NOT APPLICABLE |
||
| 3 | SEC USE ONLY |
||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION BERMUDA |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 33,620,250 |
|
| 6 | SHARED
VOTING POWER -0- |
||
| 7 | SOLE
DISPOSITIVE POWER 33,620,250 |
||
| 8 | SHARED
DISPOSITIVE POWER -0- |
||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,620,250 |
||
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 57.4% |
||
| 12 | TYPE
OF REPORTING PERSON OO |
||
Page 5 of 16
| CUSIP No. 451734107 | 13G |
| 1 | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) THYBO TRUSTEES LIMITED |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) o NOT APPLICABLE |
||
| 3 | SEC USE ONLY |
||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION BERMUDA |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 33,620,250 |
|
| 6 | SHARED
VOTING POWER -0- |
||
| 7 | SOLE
DISPOSITIVE POWER 33,620,250 |
||
| 8 | SHARED
DISPOSITIVE POWER -0- |
||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,620,250 |
||
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 57.4% |
||
| 12 | TYPE
OF REPORTING PERSON CO |
||
Page 6 of 16
| CUSIP No. 451734107 | 13G |
| 1 | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) TORNABUONI LIMITED |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) o NOT APPLICABLE |
||
| 3 | SEC USE ONLY |
||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION GUERNSEY |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 33,620,250 |
|
| 6 | SHARED
VOTING POWER -0- |
||
| 7 | SOLE
DISPOSITIVE POWER 33,620,250 |
||
| 8 | SHARED
DISPOSITIVE POWER -0- |
||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,620,250 |
||
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 57.4% |
||
| 12 | TYPE
OF REPORTING PERSON CO |
||
Page 7 of 16
| CUSIP No. 451734107 | 13G |
| 1 | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) GEORG HEINRICH THYSSEN-BORNEMISZA |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) o NOT APPLICABLE |
||
| 3 | SEC USE ONLY |
||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION SWITZERLAND |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER -0- |
|
| 6 | SHARED
VOTING POWER 33,620,250 |
||
| 7 | SOLE
DISPOSITIVE POWER -0- |
||
| 8 | SHARED
DISPOSITIVE POWER 33,620,250 |
||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,620,250 |
||
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 57.4% |
||
| 12 | TYPE
OF REPORTING PERSON IN |
||
Page 8 of 16
| CUSIP No. 451734107 | 13G |
| 1 | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) CLAUS HIPP |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) o NOT APPLICABLE |
||
| 3 | SEC USE ONLY |
||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION GERMANY |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER -0- |
|
| 6 | SHARED
VOTING POWER 33,620,250 |
||
| 7 | SOLE
DISPOSITIVE POWER -0- |
||
| 8 | SHARED
DISPOSITIVE POWER 33,620,250 |
||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,620,250 |
||
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 57.4% |
||
| 12 | TYPE
OF REPORTING PERSON IN |
||
Page 9 of 16
| CUSIP No. 451734107 | 13G |
| 1 | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) DONALD S. PERKINS |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) o NOT APPLICABLE |
||
| 3 | SEC USE ONLY |
||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION UNITED STATES |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER -0- |
|
| 6 | SHARED
VOTING POWER 33,620,250 |
||
| 7 | SOLE
DISPOSITIVE POWER -0- |
||
| 8 | SHARED
DISPOSITIVE POWER 33,620,250 |
||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,620,250 |
||
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 57.4% |
||
| 12 | TYPE
OF REPORTING PERSON IN |
||
Page 10 of 16
| CUSIP No. 451734107 | 13G |
| 1 | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) HANS PETER SCHAER |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) o NOT APPLICABLE |
||
| 3 | SEC USE ONLY |
||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION SWITZERLAND |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER -0- |
|
| 6 | SHARED
VOTING POWER 33,620,250 |
||
| 7 | SOLE
DISPOSITIVE POWER -0- |
||
| 8 | SHARED
DISPOSITIVE POWER 33,620,250 |
||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,620,250 |
||
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 57.4% |
||
| 12 | TYPE
OF REPORTING PERSON IN |
||
Page 11 of 16
Item 1(a). Name of Issuer
IHS Inc.
Item 1(b). Address of Issuer’s Principal Executive Offices
15
Inverness Way East
Englewood CO 80112
Item 2(a). Name of Person Filing
(a) Urpasis Investments Limited, a Cyprus company and a wholly-owned subsidiary of TBG Holdings NV.
(b) Urvanos Investments Limited, a Cyprus company and a wholly-owned subsidiary of TBG Holdings NV.
(c) TBG Holdings NV, a Netherlands Antilles company which is indirectly wholly owned by the Thyssen Bornemisza Continuity Trust.
(d) Thyssen Bornemisza Continuity Trust, a Bermuda trust which is controlled by Thybo Trustees Limited and Tornabuoni Limited.
(e) Thybo Trustees Limited, a Bermuda company.
(f) Tornabuoni Limited, a Guernsey company.
(g) Georg Heinrich Thyssen-Bornemisza, an individual and a director of Tornabuoni Limited.
(h) Claus Hipp, an individual and a director of Tornabuoni Limited.
(i) Donald S. Perkins, an individual and a director of Tornabuoni Limited.
(j) Hans Peter Schaer, an individual and a director of Tornabuoni Limited.
Item 2(b). Address of Principal Business Office or, if None, Residence
c/o IHS Inc.
15 Inverness Way
East
Englewood
CO 80112
Item 2(c). Citizenship
Incorporated by reference to Item 4 of the cover page pertaining to each reporting person.
Item 2(d). Title of Class of Securities
Class A common stock, par value $0.01 per share (the “Class A Common Stock”).
Item 2(e). CUSIP Number
451734107
Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
Not applicable.
Page 12 of 16
Item 4. Ownership
Incorporated by reference to items (5) – (9) and (11) of the cover page pertaining to each reporting person.
(a) Urpasis Investments Limited is filing solely in its capacity as the record owner of 18,911,391 shares of Class A Common Stock.
(b) Urvanos Investments Limited is filing solely in its capacity as the record owner of 958,859 shares of Class A Common Stock and 13,750,000 shares of Class B common stock, par value $0.01 per share (the “Class B Common Stock,” and together with the Class A Common Stock, the “Common Stock”), each such share of Class B Common Stock convertible into one share of Class A Common Stock, for a total of 14,708,859 shares of Common Stock.
(c) TBG Holdings NV is filing solely in its capacity as the parent of Urpasis Investments Limited and Urvanos Investments Limited, which are the record owners of an aggregate of 33,620,250 shares of Common Stock.
(d) Thyssen Bornemisza Continuity Trust is filing solely in its capacity as the indirect parent of TBG Holdings NV.
(e) Thybo Trustees Limited is filing solely in its capacity as a trustee and controlling person of Thyssen Bornemisza Continuity Trust.
(f) Tornabuoni Limited is filing solely in its capacity as a controlling person of Thyssen Bornemisza Continuity Trust.
(g) Georg Heinrich Thyssen-Bornemisza is filing solely in his capacity as a director of Tornabuoni Limited. The board of directors of Tornabuoni Limited may only act by unanimous vote. Mr. Thyssen-Bornemisza, a beneficiary of the Thyssen Bornemisza Continuity Trust, disclaims beneficial ownership of the Common Stock except to the extent of his interest in the Thyssen Bornemisza Continuity Trust.
(h) Claus Hipp is filing solely in his capacity as a director of Tornabuoni Limited. The board of directors of Tornabuoni Limited may only act by unanimous vote. Mr. Hipp disclaims beneficial ownership of the Common Stock.
(i) Donald S. Perkins is filing solely in his capacity as a director of Tornabuoni Limited. The board of directors of Tornabuoni Limited may only act by unanimous vote. Mr. Perkins disclaims beneficial ownership of the Common Stock.
(j) Hans Peter Schaer is filing solely in his capacity as a director of Tornabuoni Limited. The board of directors of Tornabuoni Limited may only act by unanimous vote. Mr. Schaer disclaims beneficial ownership of the Common Stock.
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
See item 4.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Page 13 of 16
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
Not applicable.
Page 14 of 16
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| 05/10/06 |
|
|
| (Date) |
| /s/ STEPHEN GREEN |
|
|
| (Signature) |
| as Attorney-in-Fact for |
| URPASIS INVESTMENTS LIMITED, |
| URVANOS INVESTMENTS LIMITED, |
| TBG HOLDINGS NV, |
| THYSSEN BORNEMISZA CONTINUITY |
| TRUST, |
| THYBO TRUSTEES LIMITED, |
| TORNABUONI LIMITED, |
| GEORG HEINRICH THYSSEN- |
| BORNEMISZA, |
| CLAUS HIPP, |
| DONALD S. PERKINS and |
| HANS PETER SCHAER |
|
|
| (Name/Title) |
Page 15 of 16
EXHIBIT A TO SCHEDULE 13G
JOINT FILING AGREEMENT AND POWER OF ATTORNEY
IN ACCORDANCE WITH Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A common stock, par value $.01 per share, of IHS Inc. and (ii) that this Joint Filing Agreement and Power of Attorney be included as an exhibit to such joint filing, provided that, as contemplated by Section 13d-1(k)(2), no person shall be responsible for the completeness and accuracy of the information concerning the other persons making the filing unless such person knows or has reason to know such information is inaccurate.
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael J. Sullivan and Stephen Green, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such statement on Schedule 13G and any and all amendments thereto, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
This Joint Filing Agreement and Power of Attorney may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement and Power of Attorney as of this __ day of April, 2006.
| URPASIS INVESTMENTS LIMITED | THYBO TRUSTEES LIMITED | ||||
| By: | /s/ | By: | /s/ | ||
| Name: | Name: | ||||
| Title: | Title: | ||||
| URVANOS INVESTMENTS LIMITED | TORNABUONI LIMITED | ||||
| By: | /s/ | By: | /s/ | ||
| Name: | Name: | ||||
| Title: | Title: | ||||
| TBG HOLDINGS NV | /s/ | ||||
| By: | /s/ | GEORG HEINRICH THYSSEN-BORNEMISZA | |||
| Name: | /s/ | ||||
| Title: | |||||
| CLAUS HIPP | |||||
| THYSSEN BORNEMISZA CONTINUITY TRUST | |||||
| /s/ | |||||
| By: | /s/ | ||||
| DONALD S. PERKINS | |||||
| Name: | |||||
| Title: | /s/ | ||||
| HANS PETER SCHAER | |||||
Page 16 of 16