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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
INFORMATION STATEMENT
PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___1_____)
NAME OF ISSUER: Ingersoll-Rand Company
TITLE OF CLASS OF SECURITIES: Common Stock
CUSIP NO. 456866102
Check the following box if a fee is being paid with this statement [].
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7).
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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(1) NAME OF REPORTING PERSON: The Chase Manhattan Corporation
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 13-2633613
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) []
(B) [x]
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH:
(5) SOLE VOTING POWER:
32,488 Common Shares
(6) SHARED VOTING POWER:
6,561,982 Common Shares
(7) SOLE DISPOSITIVE POWER:
32,488 Common Shares
(8) SHARED DISPOSITIVE POWER:
6,561,982 Common Shares
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
6,594,470 Common Shares
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES:
Not Applicable
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
6.10%
(12) TYPE OF REPORTING PERSON: HC
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
FEE BEING PAID: No
ITEM 1 (a) NAME OF ISSUER: Ingersoll-Rand Company
ITEM 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
200 Chestnut Ridge Road
Woodcliff Lake, New Jersey 07675
ITEM 2 (a) NAME OF PERSON FILING:
The Chase Manhattan Corporation ("CMC"), its wholly owned
subsidiary, The Chase Manhattan Bank, N.A., ("Chase") and
Ingersoll-Rand Master Plan Trust (the "Plan") and Trust
Created Pursuant Thereto (collectively, the "Filing
Persons")
ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
The Chase Manhattan Corporation
One Chase Manhattan Plaza, 29th Fl.
New York, New York 10081
Attention: Ronald C. Mayer, Secretary
The Chase Manhattan Bank, N.A.
Global Securities Services
4-Chase MetroTech Center, 18th Fl.
Brooklyn, New York 11245
Attention: Edward L. Berman, Vice President
Ingersoll-Rand Master Plan Trust
c/o The Chase Manhattan Bank, N.A., Master Trustee
4-Chase MetroTech Center, 18th Floor
Brooklyn, New York 11245
Attention: Edward L. Berman, Vice President
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ITEM 2 (c) CITIZENSHIP:
CMC is a corporation organized under the laws of the State of
Delaware.
Chase is a national banking association organized under the laws
of the United States of America.
The Trust is governed under the laws of the State of New York,
to the extent not pre-empted by the Employee Retirement Income
Security Act of 1974, as amended ("ERISA").
ITEM 2 (d) TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2 (e) CUSIP NO: 456866102
ITEM 3 If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b), check whether the persons filing are:
(a)____ Broker of Dealer registered under Section 15 of the Act.
(b)_X__ Bank as defined in Section 3(a)(6) of the Act.
(c)____ Insurance company as defined in Section 3(a)(19) of the Act.
(d)____ Investment Company registered under Section 8 of the Investment
Company Act.
(e)____ Investment Adviser registered under Section 203 of the Investment
Adviser Act of 1940.
(f)_X__ Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F).
(g)_X__ Parent Holding Company, Inc. accordance with Rule
13d-1(b)(1)(ii)(G) (Note: See Item 7).
(h)____ Group, in accordance with Rule 13d-1(b) (1)(ii)(H).
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Item 4. Ownership:
(a) Amount Beneficially Owned:
The Plan and Trust created pursuant thereto beneficially own
6,594,470 shares of Common Stock.
(b) Percent of Class:
CMC beneficially owns approximately 6.1%.
Chase and the Plan each beneficially own approximately 6.1%.
Number of shares as to which the Filing Persons have:
(i) sole power to vote or to direct the vote:
Chase and CMC have the sole power to vote or to
direct the vote of 32,488 shares of Common Stock.
(ii) shared power to vote or to direct the vote:
The Plan and Trust created pursuant thereto share the
power to vote or to direct the vote of 6,561,982
shares of Common Stock.
Chase and CMC share the power to vote or to direct
the vote of 6,561,982 shares of Common Stock.
(iii) sole power to dispose or to direct the disposition of:
Chase and CMC have the sole power to dispose or to
direct the disposition of 32,488 shares of Common
Stock.
(iv) shares power to dispose or to direct the disposition
of:
The Plan and Trust created pursuant thereto share the
power to dispose or to direct the disposition of
6,561,982 shares of Common Stock.
Chase and CMC share the power to dispose or to direct
the disposition of 6,561,982 shares of Common Stock.
The 6,561,982 shares of Common Stock are held in the
trust created pursuant to the Ingersoll-Rand Master
Plan Trust Agreement dated October 1, 1994 between
Chase as Master Trustee (the "Master Trustee") and
Ingersoll-Rand Company, for the benefit of
participants in the Plan (the "Trust").
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Except as set forth below, the Master Trustee is obligated,
under the terms of the Trust and the terms of the Plan, to
vote, tender or exchange any Common Stock beneficially owned
by the Trust as directed by the participants in the Plan (the
"Participants"). For this purpose, each Participant acts in
the capacity of a named fiduciary with respect to all shares
of Common Stock as to which such Participant has the rights
of direction with respect to voting, tender, exchange and any
other rights appurtenant to such stock.
Under the terms of the Trust, the Master Trustee will vote
shares of common stock allocated to the accounts of
Participants in accordance with the instructions given by
such Participants. Any allocated shares for which no
instructions are received are voted by the Master Trustee
in the same proportion as the shares of Common Stock for which
instructions are received.
The administrators of the Plan may cause the Master Trustee to
dispose of shares of Common Stock under certain limited
circumstances.
The actions and duties of the Master Trustee under the terms
of the Trust, including but not limited to the provisions
described above, are subject to the requirements of ERISA.
Item 5. Ownership of Five Percent or Less of a Class: N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company:
As to CMC, this Schedule is filed pursuant to Rule 13d-1(b)(iii)(G).
Chase is a wholly owned subsidiary of CMC. Chase is a bank as defined
in Section 3(a)(6) of the Securities Exchange Act of 1934.
Item 8. Identification and classification of Members of the Group: N/A
Item 9. Notice of Dissolution of Group: N/A
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ITEM 10 CERTIFICATION:
BY SIGNING BELOW I CERTIFY THAT, TO THE BEST OF MY
KNOWLEDGE AND BELIEF, THE SECURITIES REFERRED TO ABOVE
WERE ACQUIRED IN THE ORDINARY COURSE OF BUSINESS AND
WERE NOT ACQUIRED FOR THE PURPOSE OF AND DO NOT HAVE
THE EFFECT OF CHANGING OR INFLUENCING THE CONTROL OF
THE ISSUER OF SUCH SECURITIES AND WERE NOT ACQUIRED IN
CONNECTION WITH OR AS A PARTICIPANT IN ANY TRANSACTION
HAVING SUCH PURPOSE OR EFFECT.
Exhibits: Exhibit 1- Joint Filing Agreement between The Chase Manhattan
Corporation, The Chase Manhattan Bank, N.A. and Ingersoll-Rand
Master Plan Trust Created Pursuant thereto.
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this
statement is true, complete and correct.
THE CHASE MANHATTAN CORPORATION
Dated: February 14, 1996 By:/s/John V. Caulfield
John V. Caulfield, Vice President
THE CHASE MANHATTAN BANK, N.A.
Dated: February 14, 1996 By:/s/John V. Caulfield
John V. Caulfield, Vice President
INGERSOLL-RAND MASTER PLAN TRUST CREATED
PURSUANT THERETO
By: THE CHASE MANHATTAN BANK, N.A.,
solely in its capacity as Master Trustee
of the Trust created pursuant to the
Ingersoll-Rand Master Plan Trust Agreement
Dated: February 14, 1996 By:/s/John V. Caulfield
John V. Caulfield, Vice President
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EXHIBIT INDEX
Exhibit
Number
1 JOINT FILING AGREEMENT
In accordance with Rule 13d-1(F) of Regulation 13D-G of the Securities
Exchange Act of 1934, the persons or entities below agree to the joint filing
on behalf of each of them of this Statement on Schedule 13G (including any
and all amendments thereto) with respect to the Common Stock of
Ingersoll-Rand Company, and further agree that this joint Filling Agreement
be included as an Exhibit to such joint filings. In evidence
thereof the undersigned, being duly authorized, hereby execute this Agreement
this 14th day of February, 1996.
THE CHASE MANHATTAN CORPORATION
Dated: February 14, 1996 By:/s/John V. Caulfield
John V. Caulfield, Vice President
THE CHASE MANHATTAN BANK, N.A.
Dated: February 14, 1996 BY:/s/John V. Caulfield
John V. Caulfield, Vice President
INGERSOLL-RAND MASTER PLAN TRUST CREATED
PURSUANT THERETO:
By: The CHASE MANHATTAN BANK, N.A.,
solely in its capacity as Master Trustee
of the Trust created pursuant to the
Ingersoll-Rand Master Plan Trust Agreement.
Dated: February 14, 1996 BY:/s/John V. Caulfield
John V. Caulfield, Vice President
