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 (Date of earliest event reported): October 16, 2002
INGERSOLL-RAND COMPANY LIMITED
(Exact name of registrant as specified in its charter)
Bermuda 1-985 N/A
(State of incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
Clarendon House
2 Church Street
Hamilton HM 11, Bermuda
(Address of principal executive offices)
Registrant's telephone number, including area code: (441) 295-2838
Item 5. OTHER EVENTS.
On October 16, 2002, Ingersoll-Rand Company Limited ("IR"),
on behalf of itself and certain of its subsidiaries, entered into a Stock and
Asset Purchase Agreement (the "Purchase Agreement"), pursuant to which The
Timken Company ("Timken") will purchase IR's Engineered Solutions business
segment (the "Transaction"). Engineered Solutions comprises IR's worldwide
operations relating to precision bearings and motion-control components and
assemblies, and includes the Torrington, Fafnir, Kilian, Nadella and IRB
brands.
Pursuant to the Purchase Agreement, IR will receive cash
consideration of $700 million, subject to customary post closing purchase
price adjustments. In addition, Timken will issue $140 million of its common
stock to Ingersoll-Rand Company, a subsidiary of IR. The aggregate number of
shares issued will be calculated by dividing $140 million by the public
offering price per share in the Timken Offering referred to below.
In connection with the Transaction, Timken will offer
approximately 11 million shares of its common stock to the public in a
registered public offering (the "Timken Offering"). Based on the closing price
for Timken's common stock as of October 15, 2002, after giving effect to the
Timken Offering, and to the issuance of the shares of Timken common stock to
be issued to IR pursuant to the Purchase Agreement, IR would own approximately
10% of the outstanding shares of Timken common stock as of September 30, 2002.
IR has agreed that, subject to the limited exceptions set forth in the
Standstill and Voting Agreement referred to below, IR will not transfer the
shares of Timken common stock received by it in the Transaction for a period
of six months following the closing date.
Consummation of the Transaction is subject to various
conditions, including Timken's ability to complete the Timken Offering at a
per share price of at least $14.75, Timken obtaining the bank financing
contemplated by the Purchase Agreement and receipt of the required regulatory
approvals and consents. The sale of certain French operations, including
Nadella S.A., is subject to an offer to purchase and to required consultation
procedures with the relevant French works councils.
At the closing of the Transaction, IR and Timken will enter
into a Registration Rights Agreement (the "Registration Rights Agreement"),
pursuant to which Timken will provide certain registration rights to IR with
respect to the Timken common stock it will receive in connection with the
Transaction; a Standstill and Voting Agreement (the "Standstill and Voting
Agreement") that will govern IR's ownership of Timken common stock following
the closing of the Transaction; and a Transition Services Agreement (the
"Transition Services Agreement"), pursuant to which IR will provide certain
services related to the Engineered Solutions business segment following the
closing of the Transaction. The Purchase Agreement, including the form of
Registration Rights Agreement, Standstill and Voting Agreement, Transition
Services Agreement and the offer letter relating to the French operations
referred to above, as well as the press release announcing the Transaction,
are incorporated herein by reference into this report, and the foregoing
description of such documents and the transactions contemplated therein are
qualified in their entirety by reference to such exhibits.
-2-
This report includes "forward-looking statements" that
involve risks and uncertainties which could cause actual results to differ
materially from those anticipated in the forward-looking statements. Economic
conditions, regulatory approvals, availability of financing and other factors
could impact IR or Timken and the timing or completion of the sale. Additional
information regarding these risk factors and uncertainties is detailed from
time to time in the company's SEC filings, including but not limited to its
report on Form 10-Q for the three months ended June 30, 2002.
-3-
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
2.1. Stock and Asset Purchase Agreement, dated as of October 16,
2002, between Ingersoll-Rand Company Limited, on behalf of itself and certain
of its subsidiaries and The Timken Company, on behalf of itself and certain of
its subsidiaries.
99.1. Press Release
-4-
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
October 17, 2002
INGERSOLL-RAND COMPANY LIMITED
By: /s/ T.R. McLevish
_________________________________
Name: T.R. McLevish
Title: Senior Vice President and
Chief Financial Officer
-5-
EXHIBIT INDEX
Exhibit Number Description
2.1. Stock and Asset Purchase Agreement, dated as of
October 16, 2002, between Ingersoll-Rand Company
Limited, on behalf of itself and certain of its
subsidiaries and The Timken Company, on behalf of
itself and certain of its subsidiaries.
99.1. Press Release
-6-