UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 25, 2004
INGERSOLL-RAND COMPANY LIMITED
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(Exact name of registrant as specified in its charter)
Bermuda 1-985 75-2993910
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
Clarendon House
2 Church Street
Hamilton HM 11, Bermuda
(Address of principal executive offices)
Registrant's telephone number, including area code: (441) 295-2838
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement.
On August 25, 2004, Ingersoll-Rand Company Limited ("IR"), on behalf
of itself and certain of its subsidiaries, entered into an Equity Purchase
Agreement (the "Purchase Agreement"), pursuant to which an investment vehicle
affiliated with First Reserve Corporation has agreed to purchase IR's
Dresser-Rand business unit (the "Transaction").
Pursuant to the Purchase Agreement, at the closing IR will receive
cash consideration of $1.2 billion, subject to certain adjustments, including
customary post closing purchase price adjustments. Consummation of the
Transaction is subject to customary conditions, including receipt of
government regulatory approvals and consents. The sale of certain French
operations, including Dresser-Rand S.A., is subject to an offer to purchase
and to required consultation procedures with the relevant French works
councils.
A copy of the Purchase Agreement is filed with this report as
Exhibit 2.1. A copy of the press release announcing the execution of the
Purchase Agreement is filed with this report as Exhibit 99.1. The Purchase
Agreement and the press release are incorporated herein by reference into this
report, and the foregoing description of the Purchase Agreement and the
transactions contemplated therein is qualified in its entirety by reference to
such exhibits.
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Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
2.1 Equity Purchase Agreement, dated as of August 25, 2004, by
and among FRC Acquisitions LLC, on behalf of itself and
certain of its subsidiaries, and Ingersoll-Rand Company
Limited, on behalf of itself and certain of its
subsidiaries.
99.1 Press release of Ingersoll-Rand Company Limited, dated
August 26, 2004.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
August 26, 2004 INGERSOLL-RAND COMPANY LIMITED
By: /s/ Patricia Nachtigal
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Name: Patricia Nachtigal
Title: Senior Vice President and
General Counsel
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EXHIBIT INDEX
Exhibit No. Description
2.1 Equity Purchase Agreement, dated as of August 25, 2004, by and among
FRC Acquisitions LLC, on behalf of itself and certain of its
subsidiaries, and Ingersoll-Rand Company Limited, on behalf of
itself and certain of its subsidiaries.
99.1 Press release of Ingersoll-Rand Company Limited, dated August 26,
2004.