UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Item 1.

Security and Issuer

This Amendment No. 2 to Schedule 13D is filed by the undersigned, to amend the Schedule 13D filed by the undersigned, dated May 18, 2007, as amended by Amendment No. 1 dated June 21, 2012, and relates to the Class A common Stock, par value $0.01 per share (the “Common Stock”), of IHS, Inc., a Delaware corporation (“IHS” or the “Company”).  The Company’s principal executive office is 15 Inverness Way East, Englewood, CO 80112.

Item 2.

Security and Issuer

Item 2 is hereby amended and restated in its entirety as follows:

(a)-(b)  This statement is filed on behalf of the TB Continuity II Trust (the “Continuity II Trust”) and Kaszony Limited, a company organized under the laws of Malta (“Kaszony,” and together with the Continuity II Trust, the “Reporting Persons”).  The address of the principal business office of each of the Reporting Persons is Level 8 Penthouse, Bay Street Complex, St. George’s Bay, St. Julian’s, STJ 3311, Malta.

(c)  Kaszony is the sole trustee of the Continuity II Trust.  The Continuity II Trust holds 100% of the outstanding capital stock of Favorita Holding Limited, a company organized under the laws of Malta (“Favorita”).  Favorita’s wholly owned subsidiary, TBG Limited, a company organized under the laws of Malta (“TBG”), is the 100% owner of Conscientia Investment Limited, a company organized under the laws of Malta (“Conscientia”).  On June 21, 2012, Conscientia priced an underwritten secondary offering, registered pursuant to the Securities Act of 1933, as amended (the “Securities Act”), of 8,695,653 shares of Common Stock (the “Offering”).  On June 22, 2012, the underwriter of the Offering exercised its option to purchase an additional 1,304,347 shares of Common Stock from Conscientia.  The exercise of the option brings the total number of shares of Common Stock sold in the Offering to 10,000,000.  The Offering is expected to close on June 27, 2012.  At the date of this filing, Conscientia will own 4,708,859 shares of Common Stock, which represents approximately 7.2% of the outstanding shares of Common Stock.

Each director and executive officer of Kaszony is named on Schedule I to this filing.  Schedule I sets forth the following information, which is incorporated by reference into this Item 2:  (i) name; (ii) business address; (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and (iv) citizenship.

(d)-(e) During the last five years, neither of the Reporting Persons, nor any person named in Schedule I to this filing, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Kaszony was formed under the laws of Malta. The Continuity II Trust is a trust governed by the laws of the Cayman Islands.

Item 3.

Source and Amount of Funds or Other Consideration

No change.

Item 4.

Purpose of Transaction

Item 4 is hereby amended and restated in its entirety as follows:

On May 14, 2007, Thyssen Bornemisza Continuity Trust (the “Former Trust”) distributed all its assets to trusts for its beneficiaries, including the Continuity II Trust.  The purpose of the distribution was to accomplish the Former Trust’s trust purposes.  The distribution was approved by the Grand Court of the Cayman Islands.

(a) On June 21, 2012, Conscientia priced an underwritten secondary offering, registered pursuant to the Securities Act, of 8,695,653 shares of Common Stock (the “Offering”).  On June 22, 2012, the underwriter of the Offering exercised its option to purchase an additional 1,304,347 shares of Common Stock from Conscientia.  The exercise of the option brings the total number of shares of Common Stock sold in the Offering to 10,000,000.  The Offering is expected to close on June 27, 2012.  At the date of this filing, Conscientia will own 4,708,859 shares of Common Stock, which represents approximately 7.2% of the outstanding shares of Common Stock.

Neither Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (b) through (i) of Item 4 of Schedule 13D.

Item 5.

Interest in Securities of the Issuer

Item 5 is hereby amended and restated in its entirety as follows:

(a)-(d) Each of the Reporting Persons may be deemed to be a beneficial owner of all the 4,708,859 shares of Common Stock owned by Conscientia, which represents approximately 7.2% of the outstanding shares of Common Stock.  Each of the Reporting Persons has shared voting power and shared dispositive power with respect to such shares of Common Stock.  Neither of the Reporting Persons effected any transactions in the Company’s common stock during the sixty days preceding the date of this filing.  Conscientia has the right to receive all dividends and all proceeds of any sale of the shares. 

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended and restated in its entirety as follows:

There are no contracts, arrangements, understandings or relationships between the Reporting Persons, or between either of the Reporting Persons and any person with respect to any securities of the Company, except that, because the Continuity II Trust is a trust and Kaszony is its trustee, the Continuity II Trust can only act by action of Kaszony.

The shares of Common Stock held by Conscientia were transferred to Conscientia by Urvanos Investment Limited (“Urvanos”).  As the transferee of such shares from Urvanos, Conscientia has the benefit of the Amended and Restated Registration Rights Agreement, dated May 2, 2007, as amended by Amendment No. 1 to Registration Rights Agreement, dated as of September 18, 2008, between IHS and Urvanos (as so amended, the “Registration Rights Agreement”).  Pursuant to the Registration Rights Agreement, Conscientia has the right to require IHS to register shares of Common Stock owned by Conscientia pursuant to the Securities Act.

Item 7.

Material to Be Filed as Exhibits

EXHIBIT

DOCUMENT

1

Joint Filing Agreement (incorporated herein by reference to Exhibit 1 to the Schedule 13D filed by the Reporting Persons on May 22, 2007)

2

Amended and Restated Registration Rights Agreement dated as of May 2, 2007 between IHS Inc. and Urvanos Investment Limited (incorporated herein by reference to Exhibit 4.4 to the Company’s Post Effective Amendment No. 1 to Form S-3 (No. 333-141512) filed on May 21, 2007)

3

Amendment No. 1 to Registration Rights Agreement dated as of September 18, 2008 between IHS Inc. and Urvanos Investment Limited (incorporated herein by reference to Exhibit 99.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2009)

4

Power of Attorney of TB Continuity II Trust (incorporated by reference to Exhibit 4 to the Schedule 13D/A filed by the Reporting Persons on June 21, 2012)

5

Power of Attorney of Kaszony Limited (incorporated by reference to Exhibit 5 to Schedule 13D/A filed by the Reporting Persons on June 21, 2012)

Dated: June 25, 2012

TB CONTINUITY II TRUST

By: Kaszony Limited, as Trustee

By:

/s/ Clifford Thring

Name: Clifford Thring

Title: Attorney-in-Fact for TB Continuity II Trust

KASZONY LIMITED

By:

/s/ Clifford Thring

Name: Clifford Thring

Title: Attorney-in-Fact for Kaszony Limited

Name, Address and Citizenship

Position with
Kaszony
Limited

Principal Occupation
and Business Address

Jeremy Kosky (British)

34 The Avenue

Radlett

Herts WD7 DW

United Kingdom

Director

Legal Practioner
c/o Kaszony Limited
Level 8 Penthouse
Bay Street Complex
St. George’s Bay
St. Julian’s, STJ 3311
Malta

Philipp Meran (Dutch)

Wahringer Strasse 2-4

1080 Vienna

Austria

Director

Legal Practioner
c/o Kaszony Limited
Level 8 Penthouse
Bay Street Complex
St. George’s Bay
St. Julian’s, STJ 3311
Malta

Alexander Schwarzenberg (Austrian)

Schloss Ratzenegg

9060 Moosberg

Austria

Director

Businessman
c/o Kaszony Limited
Level 8 Penthouse
Bay Street Complex
St. George’s Bay
St. Julian’s, STJ 3311
Malta

Anthonius van Laack (Dutch)

CAN Looslaan 78

3054 BT Rotterdam

The Netherlands

Director

Finance Director
c/o Kaszony Limited
Level 8 Penthouse
Bay Street Complex
St. George’s Bay
St. Julian’s, STJ 3311
Malta

Stephen Paul Priestley (British)

6, The Valley Road

Westcliffe, 2193

Johannesburg, South Africa

Director

Banker
c/o Kaszony Limited
Level 8 Penthouse
Bay Street Complex
St. George’s Bay
St. Julian’s, STJ 3311
Malta

Michael von Staudt

Le Montaigne

7 avenue de Grande-Bretagne

MC 98000, Monaco

Company Secretary

N/A

Clifford Guy Thring

Apartment T7B23

Favray Court, Tigne Point

TP 01, Sliema, Malta

Company Secretary

N/A