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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
IHS INC.
(Name of Issuer)
Class A common stock, par value $0.01 per share
(Title of Class of Securities)
451734107
(CUSIP Number)
May 14, 2007
(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) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 451734107 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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NOT APPLICABLE |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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CUSIP No. 451734107 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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NOT APPLICABLE |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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CUSIP No. 451734107 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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NOT APPLICABLE |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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CUSIP No. 451734107 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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NOT APPLICABLE |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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CUSIP No. 451734107 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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NOT APPLICABLE |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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CUSIP No. 451734107 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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NOT APPLICABLE |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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CUSIP No. 451734107 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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NOT APPLICABLE |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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CUSIP No. 451734107 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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NOT APPLICABLE |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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CUSIP No. 451734107 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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NOT APPLICABLE |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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CUSIP No. 451734107 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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NOT APPLICABLE |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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CUSIP No. 451734107
Item 1. |
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(a) |
Name of Issuer |
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(b) |
Address of Issuers
Principal Executive Offices |
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Item 2. |
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(a) |
Name of Person Filing
(a) Urvanos Investments Limited, a Cyprus company. (b) TBG Holdings NV, a Netherlands Antilles company. (c) Thyssen Bornemisza Continuity Trust, a Cayman Islands trust. (d) Thybo Trustees Limited, a Bermuda company. (e) Tornabuoni Limited, a Guernsey company. (f) Georg Heinrich Thyssen-Bornemisza, an individual. (g) Claus Hipp, an individual. (h) Donald S. Perkins, an individual. (i) Hans Peter Schaer, an individual. (j) Favorita Holding Limited, a Bermuda company. |
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(b) |
Address of Principal
Business Office or, if none, Residence 15 Inverness Way East Englewood CO 80112 |
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(c) |
Citizenship |
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(d) |
Title of Class of
Securities |
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(e) |
CUSIP Number |
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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(a) |
o |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
o |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
o |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
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(e) |
o |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
o |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
o |
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
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(h) |
o |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
o |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
o |
Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Not applicable. |
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CUSIP No. 451734107
Item 4. |
Ownership |
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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(a) |
Amount beneficially owned:
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(b) |
Percent of class:
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote
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(ii) |
Shared power to vote or to direct the vote
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(iii) |
Sole power to dispose or to direct the disposition of
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(iv) |
Shared power to dispose or to direct the disposition of
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Incorporated by reference to items(5) (9) and (11) of the cover page pertaining to each reporting person. (a) Urvanos Investments Limited is filing in its capacity as the record owner of 958,859 shares of Class A Common Stock (Class A Common Stock) and 13,750,000 shares of Class B common stock, par value $0.01 per share ( Class B Common Stock, and together with the Class A Common Stock, the Common Stock). Each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock. Each share of Class A Common Stock is entitled to one vote per share |
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CUSIP No. 451734107
and, prior to conversion, each share of Class B Common Stock is entitled to ten votes per share. By virtue of its ownership of Class A Common Stock and Class B Common Stock, Urvanos Investments Limited is the beneficial owner of 14,708,859 shares of Class A Common Stock, approximately 75.9% of the voting power of the Common Stock (which represents approximately 25.1% of the overall economic interest). (b) TBG Holdings NV is filing in its capacity the parent of Urvanos Investments Limited, which is the beneficial owner of an aggregate of 14,708,859 shares of Class A Common Stock. (c) Thyssen Bornemisza Continuity Trust is filing as the former owner of 100% of the shares of TBG Holdings NV. Thyssen Bornemisza Continuity Trust no longer directly or indirectly owns any shares of TBG Holdings NV. (d) Thybo Trustees Limited is filing solely in its capacity as the former trustee and controlling person of Thyssen Bornemisza Continuity Trust. (e) Tornabuoni Limited is filing solely in its capacity as a former controlling person of Thyssen Bornemisza Continuity Trust. (f) Georg Heinrich Thyssen-Bornemisza is filing in his capacity as the sole beneficiary of the TB Continuity II Trust, a Cayman Islands Trust, which is the indirect owner of 100% of the shares of TBG Holdings NV. Mr. Thyssen-Bornemisza disclaims beneficial ownership of the Class A Common Stock owned by Urvanos Investments Limited because he does not have the power to vote or dispose of, or to direct the voting or disposition of, the shares of Class A Common Stock or the shares of Class B Common Stock owned by Urvanos Investments Limited. (g) Claus Hipp is filing solely in his capacity as a director of Tornabuoni Limited. (h) Donald S. Perkins is filing solely in his capacity as a director of Tornabuoni Limited. (i) Hans Peter Schaer is filing solely in his capacity as a director of Tornabuoni Limited. (j) Favorita Holding Limited is filing
solely in its capacity as the owner of 100% of the shares of TBG Holdings NV. |
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Item 5. |
Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x. (Please see below). |
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As of the date hereof, each of the following reporting persons has ceased to be the beneficial owner of more than five percent of the Class A Common Stock:
Thyssen Bornemisza Continuity Trust Thybo Trustees Limited Tornabuoni Limited Claus Hipp Donald S. Perkins Hans Peter Schaer |
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CUSIP No. 451734107
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
See item 4. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
TBG Holdings NV |
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Item 8. |
Identification and Classification of Members of the Group |
Not applicable. |
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Item 9. |
Notice of Dissolution of Group |
Not applicable. |
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Item 10. |
Certification |
Not applicable. |
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CUSIP No. 451734107
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.
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05/18/07 |
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Date |
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Signature |
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URVANOS INVESTMENTS LIMITED, TBG HOLDINGS NV, THYSSEN BORNEMISZA CONTINUITY TRUST, THYBO TRUSTEES LIMITED, TORNABUONI LIMITED, GEORG HEINRICH THYSSEN- BORNEMISZA, CLAUS HIPP, DONALD S. PERKINS, HANS PETER SCHAER and FAVORITA HOLDING LIMITED
Stephen Green, by power of attorney |
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Name/Title |
16
CUSIP No. 451734107
Exhibit A to Schedule 13G/A
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 10th day of May, 2006.
URPASIS INVESTMENTS LIMITED |
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THYBO TRUSTEES LIMITED |
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By: |
/s/ ICM Robertson |
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By: |
/s/ Eric P. Pfaff |
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Name: ICM Robertson |
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Name: Eric P. Pfaff |
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Title: Director |
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Title: Director |
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URVANOS INVESTMENTS LIMITED |
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TORNABUONI LIMITED |
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By: |
/s/ ICM Robertson |
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By: |
/s/ G.H. Thyssen |
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Name: ICM Robertson |
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Name: G.H. Thyssen |
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Title: Director |
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Title: Director |
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TBG HOLDINGS NV |
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/s/ Georg Heinrich Thyssen-Bornemisza |
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GEORG HEINRICH THYSSEN-BORNEMISZA |
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By: |
/s/ M. v. Staudt /s/ ICM Robertson |
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/s/ Claus Hipp |
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Name: M. v. Staudt & ICM Robertson |
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CLAUS HIPP |
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Title: Proxy Holders |
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THYSSEN BORNEMISZA CONTINUITY TRUST |
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/s/ Donald S. Perkins |
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DONALD S. PERKINS |
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By: |
/s/ Eric P. Pfaff |
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/s/ Hans Peter Schaer |
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Name: Eric P. Pfaff |
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HANS PETER SCHAER |
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Title: Director-Thybo Trustees Limited |
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17
CUSIP No. 451734107
Exhibit B to Schedule 13G/A
JOINDER AGREEMENT
Favorita Holdings Limited joins, and agrees to be bound by, all the provisions of the above Joint Filing Agreement and Power of Attorney.
May 18, 2007 |
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FAVORITA HOLDING LIMITED |
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By: |
/s/Randy Jenkins |
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Name: |
Randy Jenkins |
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Title: |
Secretary |
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18