-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PYkrg5Xft8xji9zQlO5mCK49AdDKhziQnKUSjw5cvA/XWa3qo3epruYaJ5pvIbCF bIldyynO6Ddb+Iz88iUvqA== 0001160497-05-000002.txt : 20050106 0001160497-05-000002.hdr.sgml : 20050106 20050106162931 ACCESSION NUMBER: 0001160497-05-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050106 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050106 DATE AS OF CHANGE: 20050106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INGERSOLL RAND CO LTD CENTRAL INDEX KEY: 0001160497 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT [3560] IRS NUMBER: 752993910 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16831 FILM NUMBER: 05516015 BUSINESS ADDRESS: STREET 1: 200 CHESTNUT RIDGE RD CITY: WOODCLIFF LAKE STATE: NJ ZIP: 07677 BUSINESS PHONE: 2015730123 MAIL ADDRESS: STREET 1: 200 CHESTNUT RIDGE RD CITY: WOODCLIFF LAKE STATE: NJ ZIP: 07677 8-K 1 jan8k_2005.htm Jan 8K

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    -   December 31, 2004
(Date of earliest event reported)

 

INGERSOLL-RAND COMPANY LIMITED
(Exact name of registrant as specified in its charter)

 

Bermuda
(State or other jurisdiction of incorporation)

 

1-985
(Commission File Number)

75-2993910
(I.R.S. Employer Identification No.)

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:

[]     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))
 

Item 1.01. Entry into a Material Definitive Agreement

In light of the recently enacted American Jobs Creation Act of 2004 ("AJCA"), on December 31, 2004, Ingersoll-Rand Company (i) amended its Ingersoll-Rand Executive Deferred Compensation Plan ("EDCP") and (ii) established, effective January 1, 2005, a new Ingersoll-Rand Executive Deferred Compensation Plan ("EDCP II").  In addition, Ingersoll-Rand Company Limited (i) amended its Ingersoll-Rand Director Deferred Compensation and Stock Award Plan ("DDCP") and (ii) established, effective January 1, 2005, a new Ingersoll-Rand Director Deferred Compensation and Stock Award Plan ("DDCP II").

The AJCA applies to deferred compensation that is earned or vested after December 31, 2004.  Under the amendments, the EDCP and the DDCP no longer permit any deferrals that are subject to the AJCA and any deferrals that would have been made under the EDCP or the DDCP that are subject to the AJCA will instead be made under the EDCP II or the DDCP II, respectively.  In addition, any deferrals that were previously made under the EDCP or the DDCP that are subject to the AJCA will instead be credited under the EDCP II or the DDCP II, respectively.

The EDCP II and the DDCP II provide for deferrals of amounts on substantially the same terms as those provided under the EDCP and DDCP, respectively, and provide credit for amounts previously deferred under the EDCP and DDCP that are subject to the AJCA.

Item 9.01. Financial Statements and Exhibits

(c)   Exhibits

       The following exhibits are included herewith:

Exhibit No.   Description

10.1                  Third Amendment to the IR-Limited Director Deferred Compensation and Stock Award Plan dated December 31, 2004.

10.2                  IR-Limited Director Deferred Compensation and Stock Award Plan II dated December 31, 2004.

10.3                  Third Amendment to the IR Executive Deferred Compensation Plan dated December 31, 2004.

10.4                  IR Executive Deferred Compensation Plan II dated December 31, 2004.

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.

                                                                                                                            INGERSOLL-RAND COMPANY LIMITED
                                                                                                                                                       

                                                                                                                                                        (Registrant)

  

                                            Date:  January 6, 2005                                               /s/ Patricia Nachtigal__________________________
                                                                                                                              Patricia Nachtigal

                                                                                                                              Senior Vice President and

                                                                                                                              General Counsel

EXHIBIT INDEX

Exhibit No.        Description              

10.1                  Third Amendment to the IR-Limited Director Deferred Compensation and Stock Award Plan dated December 31, 2004.

10.2                  IR-Limited Director Deferred Compensation and Stock Award Plan II dated December 31, 2004.

10.3                  Third Amendment to the IR Executive Deferred Compensation Plan dated December 31, 2004.

10.4                  IR Executive Deferred Compensation Plan II dated December 31, 2004.

              

EX-10 2 exhibit_101.htm

                                                                                                                                                                         ;                               Exhibit 10.1

THIRD AMENDMENT
TO THE
IR-LIMITED DIRECTOR DEFERRED COMPENSATION AND STOCK AWARD PLAN

            WHEREAS, Ingersoll-Rand Company Limited (the "Company") maintains the IR-Limited Director Deferred Compensation and Stock Award Plan (the "Plan") which was originally effective on January 1, 1997; and

            WHEREAS, the Company reserved the right to amend the Plan in accordance with Section 8.1 thereof, and

            WHEREAS, the Company desires to amend the Plan to freeze all deferrals effective December 31, 2004 to the extent such deferrals would otherwise be subject to section 409A of the Internal Revenue Code of 1986, as amended;

            NOW, THEREFORE,the Plan is hereby amended, effective December 31, 2004 as set forth below:

1.         Section 1 of the Plan is hereby amended to add the following as a new paragraph to the end thereof:

            "Notwithstanding any other provision of the Plan to the contrary (including any election made by any Participant under the Plan), (i) no
             amount shall be deferred under the Plan if, pursuant to the effective date rules of Section 885(d) of the American Jobs Creation Act of
             2004 and Q&A-16 of IRS Notice 2005-1, such amount would be subject to Section 409A of the Internal Revenue Code of 1986, as
             amended (a "Non-Grandfathered New Deferral Amount"), and (ii) any amount previously deferred under the Plan that, pursuant to the
             effective date rules of Section 885(d) of the American Jobs Creation Act of 2004 and Q&A-16 of IRS Notice 2005-1, is subject to
             Section 409A of the Internal Revenue Code of 1986, as amended (a "Non-Grandfathered Prior Deferral Amount") shall no longer be
             credited or payable under the Plan after December 31, 2004.  Any Non-Grandfathered New Deferral Amount shall instead be deferred
             under the IR-Limited Director Deferred Compensation and Stock Award Plan II, and any Non-Grandfathered Prior Deferral Amount
             shall instead be credited under the IR-Limited Director Deferred Compensation and Stock Award Plan II, as and to the extent provided
             under the terms of IR-Limited Director Deferred Compensation and Stock Award Plan II."

2.         Except as specifically set forth herein, all other terms of the Plan shall remain in full force and effect and are hereby ratified in all respects.


IN WITNESS WHEREOF, the Company has caused this amendment to be executed by its duly authorized representative on this 31st
 day of December, 2004.

                                                                                                                        INGERSOLL-RAND COMPANY LIMITED

                                                                                                                        By: /s/ Timothy McLevish_________________________
                                                                                                                              Timothy McLevish
                                                                                                                              Senior Vice President and Chief Financial Officer

 EX-10 3 exhibit_102.htm                                                                                                                                                                           &nb sp;                             Exhibit 10.2

IR-LIMITED DIRECTOR DEFERRED COMPENSATION
AND STOCK AWARD PLAN II

            WHEREAS, Ingersoll-Rand Company Limited (the "Company") maintains the IR-Limited Director Deferred Compensation and Stock Award Plan (the "DDCSAP") which was originally effective on January 1, 1997; and

            WHEREAS, the DDCSAP was last amended and restated in its entirety effective January 1, 2001 and was thereafter amended from time to time; and

            WHEREAS, the DDCSAP was frozen with respect to all deferrals to the extent such deferrals would otherwise be subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"); and

            WHEREAS, the Company desires to provide for deferrals of amounts subject to Code Section 409A on substantially the same terms as those provided under the DDCSAP (to the extent such terms are not inconsistent with Code Section 409A);

            NOW, THEREFORE,the Company hereby adopts this IR-Limited Director Deferred Compensation and Stock Award Plan II (the "Plan"), effective as of January 1, 2005:

1.         Unless and until the Plan is amended, the terms of the Plan shall be those of the DDCSAP, which terms are hereby incorporated in their
            entirety by this reference (other than the second paragraph of Section 1 thereof), provided that nothing in Section 3.1 thereof shall preclude
            or invalidate any election that may otherwise be made pursuant to Q&A-21 of IRS Notice 2005-1.

2.         Any amount that would otherwise have been deferred or credited under the DDCSAP but that cannot be so deferred or credited pursuant
            to the terms of the second paragraph of Section 1 of the DDCSAP shall be deferred or credited under the Plan.

3.         The Plan is intended to comply with the requirements of Code Section 409A, and, notwithstanding any other provision of the Plan to the
            contrary (including the provisions of Paragraph 1 above), the Plan shall be interpreted and administered in accordance with the terms of
            Code Section 409A and any regulations or other guidance issued thereunder.

 

IN WITNESS WHEREOF, the Company has caused this amendment to be executed by its duly authorized representative on this 31st day of December, 2004.

                                                                                                                INGERSOLL-RAND COMPANY LIMITED

                                                                                                                By: /s/ Timothy McLevish__________________________
                                                                                                                      Timothy McLevish
                                                                                                                      Senior Vice President and Chief Financial Officer

 EX-10 4 exhibit_103.htm                                                                                                                                                                           &nb sp;                             Exhibit 10.3

THIRD AMENDMENT
TO THE
IR EXECUTIVE DEFERRED COMPENSATION PLAN
 

            WHEREAS, Ingersoll-Rand Company (the "Company") maintains the IR Executive Deferred Compensation Plan (the "Plan") which was originally effective on January 1, 1997; and

            WHEREAS, the Board of Directors of the Company reserved the right to amend the Plan in accordance with Section 9.1 thereof, and

            WHEREAS, the Board of Directors of the Company, acting through its Compensation Committee, desires to amend the Plan to freeze all deferrals effective December 31, 2004 to the extent such deferrals would otherwise be subject to section 409A of the Internal Revenue Code of 1986, as amended

            NOW, THEREFORE,the Plan is hereby amended, effective December 31, 2004 as set forth below:

1.         Section 1 of the Plan is hereby amended to add the following as a new paragraph to the end thereof:

            "Notwithstanding any other provision of the Plan to the contrary (including any election made by any Participant under the Plan), (i) no
             amount shall be deferred under the Plan if, pursuant to the effective date rules of Section 885(d) of the American Jobs Creation Act of
             2004 and Q&A-16 of IRS Notice 2005-1, such amount would be subject to Section 409A of the Internal Revenue Code of 1986, as
             amended (a "Non-Grandfathered New Deferral Amount"), and (ii) any amount previously deferred under the Plan that, pursuant to the
             effective date rules of Section 885(d) of the American Jobs Creation Act of 2004 and Q&A-16 of IRS Notice 2005-1, is subject to
             Section 409A of the Internal Revenue Code of 1986, as amended (a "Non-Grandfathered Prior Deferral Amount") shall no longer be
             credited or payable under the Plan after December 31, 2004.  Any Non-Grandfathered New Deferral Amount shall instead be deferred
             under the IR Executive Deferred Compensation Plan II, and any Non-Grandfathered Prior Deferral Amount shall instead be credited
             under the IR Executive Deferred Compensation Plan II, as and to the extent provided under the terms of the IR Executive Deferred
             Compensation Plan II."

2.         Except as specifically set forth herein, all other terms of the Plan shall remain in full force and effect and are hereby ratified in all respects.

IN WITNESS WHEREOF, the Company has caused this amendment to be executed by its duly authorized representative on this 31st
 day of December, 2004.

                                                                                                                                            INGERSOLL-RAND COMPANY
 

                                                                                                                                            By: /s/ Timothy McLevish___________________
                                                                                                                                                  Timothy McLevish
                                                                                                                                                  Senior Vice President and Chief Financial Officer

 EX-10 5 exhibit_104.htm

                                                                                                                                                                       &nb sp;                                Exhibit 10.4

IR EXECUTIVE DEFERRED COMPENSATION PLAN II

            WHEREAS, Ingersoll-Rand Company (the "Company") maintains the IR Executive Deferred Compensation Plan (the "EDCP") which was originally effective on January 1, 1997; and

            WHEREAS, the EDCP was last amended and restated in its entirety effective January 1, 2001 and was thereafter amended from time to time; and

            WHEREAS, the EDCP was frozen with respect to all deferrals to the extent such deferrals would otherwise be subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"); and

            WHEREAS, the Company desires to provide for deferrals of amounts subject to Code Section 409A on substantially the same terms as those provided under the EDCP (to the extent such terms are not inconsistent with Code Section 409A);

            NOW, THEREFORE,the Board of Directors of the Company, acting through its Compensation Committee, hereby adopts this IR Executive Deferred Compensation Plan II (the "Plan"), effective as of January 1, 2005:

1.          Unless and until the Plan is amended, the terms of the Plan shall be those of the EDCP, which terms are hereby incorporated in their
             entirety by this reference (other than the second paragraph of Section 1 thereof), provided that nothing in Section 4.1 thereof shall preclude
             or invalidate any election that may otherwise be made pursuant to Q&A-21 of IRS Notice 2005-1

2.          Any amount that would otherwise have been deferred or credited under the EDCP but that cannot be so deferred or credited pursuant to
             the terms of the second paragraph of Section 1 of the EDCP shall be deferred or credited under the Plan.

3.          The Plan is intended to comply with the requirements of Code Section 409A, and, notwithstanding any other provision of the Plan to the
             contrary (including the provisions of Paragraph 1 above), the Plan shall be interpreted and administered in accordance with the terms of
             Code Section 409A and any regulations or other guidance issued thereunder.

          
 IN WITNESS WHEREOF, the Company has caused this amendment to be executed by its duly authorized representative on this 31st
 day of December, 2004.

                                                                                                                                    INGERSOLL-RAND COMPANY
                                           

                                                                                                                                    By: /s/ Timothy McLevish______________________
                                                                                                                                          Timothy McLevish
                                                                                                                                          Senior Vice President and Chief Financial Officer

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