Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
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Pursuant
to Section 13 or 15 (d) of the Securities Exchange Act of
1934
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Date
of Report - June 11,
2008
(Date
of earliest event reported)
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INGERSOLL-RAND
COMPANY LIMITED
(Exact
name of registrant as specified in its charter)
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Bermuda
(State
or other jurisdiction of
incorporation)
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1-985
(Commission
File Number)
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75-2993910
(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)
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(441)
295-2838
(Registrant's
phone number, including area code)
N/A
(Former
name or former address, if changed since last report)
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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))
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Item
8.01. Other
Events.
Ingersoll-Rand
Company Limited (the “Company”), a Bermuda company, is filing this Current
Report on Form 8-K to update the historical guarantor financial statements
included in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2007 and the Company’s Quarterly Report on Form 10-Q for the
quarter ended March 31, 2008, to reflect the expected issuance of debt
securities by Ingersoll-Rand Global Holding Company Limited (“IR Global
Holding”), a Bermuda company and a wholly-owned subsidiary of the Company.
Historically, IR Global Holding was not separately reported in the guarantor
footnote since it historically was never an issuer of public issued
securities. The
Company will provide a full and unconditional guarantee of the debt
securities issued by IR Global Holding.
The
Company has revised the guarantor financial statements for all periods presented
in order to reflect IR Global Holding as a stand-alone subsidiary as it is
expected to be the issuer of the new debt issuance and non-guarantor (other
subsidiary) for the public debt issued by IR-New Jersey. As part of the process
to revise the condensed financial statements, the Company noted errors within
the consolidation process of the subsidiaries. Total consolidated results were
not impacted by these revisions; however, certain amounts reported within the
IR-New Jersey and Other Subsidiary columns have been corrected. The Company
determined that these errors were immaterial to the Company’s financial
statements. All periods have been revised in the current presentation.
Unless
otherwise indicated, all information contained in this update is as of the
respective filing dates of the Company’s Form 10-K and 10-Q. We have not updated
the disclosures contained in the Form 10-K or 10-Q to reflect any other events
that occurred after the respective filing dates (e.g., changes in executive
officers, new accounting pronouncements and acquisitions, etc.).
The
audited financial statements of the Company for the fiscal year ended December
31, 2007 is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The
unaudited financial statements of the Company for the quarterly period ended
March 31, 2008 is
attached hereto as Exhibit 99.2 and is incorporated herein by reference. Other
than the revisions to the guarantor footnote refered above, the Company has
made
no changes to its Form 10-K or Form 10-Q.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit No.
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Description
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23.1
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Consent
of PricewaterhouseCoopers LLP
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23.2
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Consent
of Analysis, Research & Planning Corporation
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99.1
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Audited
financial statements for the fiscal year ended December 31,
2007
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99.2
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Unaudited
financial statements for the quarterly period ended March 31,
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
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(Registrant)
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Date:
June 11, 2008
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/s/
Patricia Nachtigal
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Patricia
Nachtigal
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Senior
Vice President and
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General
Counsel
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