SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G/A Under
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under The Securities Exchange Act of 1934
(Amendment No. 3)
Ingersoll Rand Co
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(Name Of Issuer
Common Par
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(Title of Class of Securities)
456866102
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(Cusip Number)
(Continued on the following page(s))
Page 1 of 6 Pages
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CUSIP No. 456866102 13G/A Page 2 of 6 Pages
Ingersoll Rand Co.
1 NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON.
The Chase Manhattan Corporation for Ingersoll and Master Trust Plan
Administered by The Chase Manhattan Bank - CMB
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A)
(B)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
The Chase Manhattan Corporation CMC - Delaware
The Chase Manhattan Bank - CMB - New York
Ingersoll Master Trust Plan - Plan
NUMBER 5 SOLE VOTING POWER
OF 9,856,230
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY None
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 9,856,230
PERSON
WITH 8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,856,230
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Plan 5.01%
CMC .47%
CMB .47%
12 TYPE OF PERSON REPORTING*
CMC - HC
CMB - BK
Plan - ESOP
* SEE INSTRUCTION BEFORE FILLING OUT!
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Item 1(a). Name of Issuer: Ingersoll Rand Co
200 Chestnut Ridge Road
Item 1(b). Address of Issuer's: Woodcliff Lake, New Jersey 07675
Offices
Item 2(a). Name of Person Filing: This notice is filed by The Chase
Manhattan Corporation (CMC) and its
wholly owned subsidiary, The Chase
Manhattan Bank (CMB ) and Ingersoll-Rand
Master Plan Trust (the "Plan) and Trust
created pursuant thereto (collectively,
the "Filing Persons")
Item 2(b). Address of Principal Business CMC: 270 Park Avenue
Office: New York, NY 10017
CMB - 270 Park Avenue
New York, NY 10017
Plan - Ingersoll-Rand Master Plan
Trust
c/o The Chase Manhattan Bank
Item 2(c). Citizenship:
CMC - Delaware
CMB - New York
Item 2(d). Title of Class of Securities: Common Par
Item 2(e). CUSIP Number: 456866102
Page 3 of 6
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Ingersoll Rand Co
Item 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(a) |_| Broker or 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 Advisers 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 Section 240.13d-1(b)(1)(ii)(F)].
(g) |X| Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G).
(h) |_| Group, in accordance with Section 240.13d-1(ii)(H).
Item 4. Ownership:
(a) Amount Beneficially Owned:
As of December 31, 1997 9,075,080
The plan and Trust created
pursuant thereto beneficially
own 9,856,230 shares of common
stock.
(b) Percent of Class: CMC - .47%
CMB - .47%
Plan - 5.01%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
CMC - 781,150
CMB - 781,150
Plan - 9,075,080
(ii) Shared power to vote or to direct the vote:
None
Page 4 of 6
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Ingersoll Rand Co
(iii) Sole power to dispose or to direct the disposition of:
CMC - 781,150
CMB - 781,150
Plan - 9,075,080
(iv) Shared 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 9,856,230 shares of
common stock.
Chase and CMC share the power to dispose or to direct the
disposition of 781,150 shares of common stock. The 9,856,230
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 the Master Trustee ( the "Master Trustee")
and Ingersoll-Rand Company, for the benefit of participants in
the Plan (the Trust). Except as set forth below, the mater
Trustee is obligated, under the terms of the Trust and the terms
of the Plan, to vote , tender or exchange and 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, 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 the 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:
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Holds the
Security Being Reported on by the Parent Holding Company:
Pursuant to Rule 13(d) - 1 (c): This notice is filed on behalf of both
CMC and its subsidiary, CMB. In lieu of attaching an exhibit hereto, the
identity of CMB is as set forth on the cover page hereof. CMB is
classified as a Bank, as such term is defined in Section (3) (a) (6) of
the Securities Exchange Act of 1934, as amended,
Item 8. Identification and Classification of Members of this Group:
Not applicable.
Item 9. Notice of Dissolution of Group:
Not applicable.
Page 5 of 6
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Ingersoll Rand Co
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 did
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.
Signature: After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: February 12, 1998
The Chase Manhattan Bank THE CHASE MANHATTAN CORPORATION
/s/ Allan Nemethy /s/ Anthony J. Horan
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Allan Nemethy Anthony J. Horan
Trust Officer Corporate Secretary
Page 6 of 6
