Unassociated Document
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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 - March 4,
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
7.01.
On
March
4, 2008, Herbert L. Henkel, Chairman, President and Chief Executive Officer
of
Ingersoll-Rand Company Limited (“Ingersoll Rand”), and James V. Gelly, Senior
Vice President and Chief Financial Officer of Ingersoll Rand, attended the
Citi
21st Annual Industrial Manufacturing Conference. During their presentation
at
the conference, they reiterated Ingersoll Rand’s 2008 guidance, including
forecasted 2008 revenues of $9.4 billion on a standalone basis for Ingersoll
Rand and forecasted 2008 revenues of $14.2 billion on a pro forma basis for
Ingersoll Rand and Trane Inc. (“Trane”) combined. They also reiterated that
full
year
2008 earnings per share from continuing operations, before one time inventory
step up and restructuring costs, are forecasted to be in the range of $3.80
to
$3.90 for Ingersoll Rand and Trane on a combined pro forma basis; and that
acquisition cost synergies are expected to reach a $300 million pre-tax run
rate
by 2010. In response to a question regarding Ingersoll Rand’s ability to exceed
the targeted synergies, Ingersoll Rand’s CEO referenced a long-term aspirational
goal for integration synergies ($800 million); however, at present, there are
no
specific or concrete plans to achieve more than the previously-communicated
$300
million in acquisition synergies by 2010.
This
filing contains "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements include, but are
not limited to, statements relating to anticipated financial and operating
results, the companies' plans, objectives, expectations and intentions and
other
statements including words such as "anticipate," "believe," "plan," "estimate,"
"expect," "intend," "will," "should," "may," and other similar expressions.
Such statements are based upon the current beliefs and expectations of the
management of Ingersoll Rand and Trane and involve a number of significant
risks
and uncertainties. Actual results may differ materially from the results
anticipated in these forward-looking statements. The following factors, among
others, could cause or contribute to such material differences: failure to
satisfy any of the conditions of closing, including the failure to obtain Trane
stockholder approval; the risks that IR's and Trane's businesses will not be
integrated successfully; the risk that Ingersoll Rand and Trane will not realize
estimated cost savings and synergies; costs relating to the proposed
transaction; disruption from the transaction making it more difficult to
maintain relationships with customers, employees, distributors or suppliers;
the
level of end market activity in IR's and Trane's commercial and residential
market; weather conditions that could negatively or positively affect business
and results of operations; additional developments which may occur that could
affect the IR's or Trane's estimate of asbestos liabilities and recoveries;
unpredictable difficulties or delays in the development of new product
technology; fluctuations in pricing of our products, the competitive environment
and related market conditions; changes in law or different interpretations
of
laws that may affect Trane's or IR's expected effective tax rate; increased
regulation and related litigation; access to capital; and actions of domestic
and foreign governments. Additional factors that could cause IR's and
Trane's results to differ materially from those described in the forward-looking
statements can be found in the 2007 Annual Report on Form 10-K of Ingersoll
Rand
and the 2007 Annual Report on Form 10-K of Trane filed with the Securities
and
Exchange Commission (the "SEC") and
other
documents filed by Ingersoll Rand and Trane, and
available at the SEC's Internet site (http://www.sec.gov).
NeitherIngersoll Randnor Trane undertakes any obligation to update any
forward-looking statements to reflect circumstances or events that occur after
the date on which such statements were made.
This
communication is being made in respect of the proposed merger transaction
involving IR, Trane and Indian Merger Sub, Inc. In connection with the
proposed transaction, Ingersoll Rand filed a registration statement on Form
S-4 containing a preliminary proxy statement/prospectus for the
stockholders of Trane, with the SEC, and Ingersoll Rand and Trane will be filing
other documents regarding the proposed transaction with the SEC as well. BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE FINAL
PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER
RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
The final proxy statement/prospectus will be mailed to Trane's
stockholders. Stockholders will be able to obtain a free copy of the proxy
statement/prospectus, as well as other filings containing information about
Ingersoll Rand and Trane, without charge, at the SEC's Internet site
(http://www.sec.gov). Copies of the proxy statement/prospectus and the
filings with the SEC that will be incorporated by reference in the proxy
statement/prospectus can also be obtained, without charge, by directing a
request to Ingersoll-Rand Company Limited, P.O. Box 0445, 155 Chestnut Ridge
Road, Montvale, NJ 07645 Attention: Investor Relations, (201) 573-0123, or
to Trane Inc., One Centennial Avenue, Piscataway, NJ 08855 Attention:
Investor Relations, (732) 980-6125.
IR,
Trane
and their respective directors and executive officers and other persons may
be
deemed to be participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding IR's directors and executive
officers is available in IR's proxy statement for its 2007 annual meeting of
stockholders and IR's 2006 Annual Report on Form 10-K, which were filed with
the
SEC on April 23, 2007 and March 1, 2007, respectively, and information regarding
Trane's directors and executive officers is available in Trane's proxy statement
for its 2007 annual meeting of stockholders and Trane's 2007 Annual Report
on
Form 10-K, which were filed with the SEC on March 23, 2007 and February 20,
2008, respectively. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect interests,
by
security holdings or otherwise, will be contained in the proxy
statement/prospectus and other relevant materials to be filed with the SEC
when
they become available.
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:
March 5, 2008
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/s/
Barbara A. Santoro
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Barbara
A. Santoro
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Vice
President - Corporate Governance and
Secretary
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