Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15 (d) of the Securities Exchange Act of
1934
Date
of Report - May 22, 2008
(Date
of
earliest event reported)
INGERSOLL-RAND
COMPANY LIMITED
(Exact
name of registrant as specified in its charter)
Bermuda
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1-985
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75-2993910
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification
No.)
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Clarendon
House
2
Church Street
Hamilton
HM 11, Bermuda
(Address
of principal executive offices, including zip code)
(441)
295-2838
(Registrant's
phone number, including area code)
N/A
(Former
name or former address, if changed since last report)
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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 |
Entry
into a Material Definitive
Agreement.
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On
May
22, 2008, Ingersoll-Rand Global Holding Company Limited (the “Company”), a
wholly-owned indirect subsidiary of Ingersoll-Rand Company Limited (“Parent”),
entered into a new commercial paper program (the “Program”) on a private
placement basis under which the Company may issue unsecured commercial paper
notes (the “Notes”) up to a maximum aggregate amount outstanding at any time of
up to $3 billion. Under the Program, the Company may issue commercial
paper from time to time, and the proceeds of the commercial paper financing
will
be used for general corporate purposes. Amounts available under the
Program may be re-borrowed. Parent has provided an irrevocable and
unconditional guarantee for the Notes issued as part of the
Program.
J.P.
Morgan Securities Inc., Banc of America Securities LLC, Citigroup Global Markets
Inc., and Deutsche Bank Securities Inc. will act as dealers under the Program
(collectively, the “Dealers”) pursuant to the terms and conditions of their
respective Commercial Paper Dealer Agreements with the Company (each, a “Dealer
Agreement” and collectively, the “Dealer Agreements”). JPMorgan Chase
Bank, National Association, will act as issuing and paying agent under the
Program (the “Agent”) pursuant to the terms and conditions of the Issuing and
Paying Agency Agreement (the “IPA Agreement”). The Dealers and the Agent and
certain of their respective affiliates have performed and/or may in the future
perform various commercial banking, investment banking and other financial
advisory services for the Company, Parent and its subsidiaries for which they
have received and/or will receive customary fees and expenses.
The
Dealer Agreements provide the terms under which the Dealers will either purchase
from the Company or arrange for the sale by the Company of Notes pursuant to
an
exemption from federal and state securities laws. The Dealer Agreements
contain customary representations, warranties, covenants and indemnification
provisions. The maturities of the Notes will vary, but may not exceed 397
days from the date of issue. The Notes are not redeemable or subject to
voluntary prepayment by the Company prior to maturity. The principal amount
of
outstanding Notes under the Program may not exceed $3 billion. The IPA
Agreement provides for the issuance and payment of the Notes and contains
customary representations, warranties, covenants and indemnification
provisions.
The
description above is a summary of the IPA Agreement and the Dealer Agreements
and is qualified in its entirety by the IPA Agreement and the Dealer Agreements,
which are attached hereto as Exhibit 10.1, 10.2, 10.3, 10.4 and 10.5, and are
incorporated by reference herein.
Item
2.03 |
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a
Registrant.
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The
information related to the $3 billion unsecured commercial paper program
discussed under Item 1.01 above is hereby incorporated by reference under this
Item 2.03.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
Exhibit
No.
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Description
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10.1
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Issuing
and Paying Agency Agreement among Ingersoll-Rand Global Holding Company
Limited, Ingersoll-Rand Company Limited and JPMorgan Chase Bank,
National
Association, dated as of May 22, 2008.
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10.2
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Commercial
Paper Dealer Agreement among Ingersoll-Rand Global Holding Company
Limited, Ingersoll-Rand Company Limited and J.P. Morgan Securities
Inc.,
dated as of May 22, 2008.
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10.3
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Commercial
Paper Dealer Agreement among Ingersoll-Rand Global Holding Company
Limited, Ingersoll-Rand Company Limited and Banc of America Securities
LLC, dated as of May 22, 2008.
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10.4
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Commercial
Paper Dealer Agreement among Ingersoll-Rand Global Holding Company
Limited, Ingersoll-Rand Company Limited and Citigroup Global Markets
Inc.,
dated as of May 22, 2008.
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10.5
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Commercial
Paper Dealer Agreement among Ingersoll-Rand Global Holding Company
Limited, Ingersoll-Rand Company Limited and Deutsche Bank Securities
Inc.,
dated as of May 22,
2008.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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INGERSOLL-RAND
COMPANY LIMITED
(Registrant)
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Date:
May 29, 2008 |
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/s/
Patricia Nachtigal
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Patricia
Nachtigal
Senior
Vice President and General Counsel
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