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 - June 1, 2005
(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:
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
On June
1, 2005, the Compensation Committee of the Board (the “Compensation Committee”)
approved a $35,000 increase in the base annual salary of Timothy R. McLevish,
Senior Vice President and Chief Financial Officer of the Company, thereby
increasing his base salary to $520,000, effective June 1, 2005. In addition, the
Compensation Committee agreed to allow Mr. McLevish to exercise options in
certain circumstances for up to three years (rather than the previous 90 day
period) after termination of employment. A copy of the addendum to Mr.
McLevish’s employment agreement is attached hereto as Exhibit 10.1.
Item
3.03. Material Modifications to Rights of Security Holders
On June
1, 2005, at the Annual General Meeting of Shareholders of the Company, the
shareholders approved an amendment to the Company’s Bye-laws to eliminate the
classification of the Board of Directors and also approved an amendment to the
Company’s Bye-laws to eliminate cumulative voting in the election of directors.
These amendments were described in the Company’s Proxy Statement dated April 19,
2005.
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: June 6, 2005 |
By: |
/s/ |
| |
Patricia
Nachtigal |
| |
Senior Vice President and General
Counsel |
Exhibit
Index
| Exhibit No. |
|
Exhibit Description |
| |
|
|
| 10.1 |
|
Addendum
dated June 3, 2005 to Employment Agreement with Timothy R. McLevish dated
April 17, 2002. |