SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
Ingersoll-Rand Company
(Exact Name of registrant as specified in its charter)
New Jersey 13-5156640
(State of Incorporation or organization) (I.R.S. Employer
Identification No.)
P.O. Box 8738, Woodcliff Lake, New Jersey 07675
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title to each class Name of each exchange on which
to be so registered each class is to be registered
Preference Stock New York Stock Exchange
Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
<PAGE>
2
ITEM 1. Description of Registrant's
Securities to be Registered.
On December 7, 1994, Ingersoll-Rand Company (the
"Company") executed Amendment No. 1 (the "Rights Amendment") to
the Rights Agreement dated December 7, 1988 (the Rights Agreement
as amended by Amendment No. 1 thereto, the "Rights Agreement"),
between the Company and The Bank of New York as the Rights Agent
(the "Rights Agent"). The Rights Amendment provides that, among
other things, the definition of the term "Acquiring Person" in
the Rights Agreement is amended to mean any person or group of
affiliated or associated persons who shall be the beneficial
owner of 15% (reduced from 20%) or more of the outstanding shares
of Common Stock, par value $2.00 per share ("Common Stock"), of
the Company. The Rights Amendment also provides that the Board
of Directors can reduce the triggering threshold from 15% to 10%
if it determines that a Person is an Adverse Person as defined in
the Rights Amendment. In addition, the Rights Amendment provides
that at any time after any person or group acquires 15% or more
of the Common Stock or the Board of Directors determines that a
Person is an Adverse Person, the Board of Directors of the
Company may exchange one share of the Common Stock (or an
equivalent share of the Company's Preference Stock) for each
outstanding Right other than Rights held by an Acquiring Person
or Adverse Person, which become void. The Rights Amendment also
provides for certain technical revisions to the Rights Agreement,
including (i) adding an exception to the provisions governing the
triggering of the Rights that would exempt a person or group that
the Board of Directors of the Company determines in good faith
would otherwise have triggered the Rights inadvertently, so long
as the person or group, as promptly as practicable, divests
sufficient shares of Common Stock to bring its ownership below
the triggering threshold, and (ii) deleting the Permitted Tender
Offer Exclusion which permitted certain all cash tender offers to
avoid triggering the Rights. A summary of the Rights as amended
follows.
Summary of Rights
On December 7, 1988, the Board of Directors of the
Company declared a dividend distribution of one Right for each
outstanding share of Common Stock of the Company. The dividend
was payable on December 22, 1988 to shareholders of record on
that date. Each Right entitles the registered holder to purchase
from the Company one-hundredth (1/100) of a share of a new
series of preference stock of the Company, designated as Series A
Preference Stock, without par value (the "Preference Stock"), at
a price of $130 ("Purchase Price"). The terms and conditions of
the Rights are contained in the Rights Agreement between the
Company and the Rights Agent.<PAGE>
3
On May 6, 1992, the Board of Directors of the Company
declared a two-for-one stock split in the form of a dividend
distribution of one share of Common Stock for each outstanding
share of Common Stock of the Company. The dividend was payable
on June 1, 1992 to shareholders of record on May 19, 1992.
Until the close of business on the Distribution Date,
which will occur on the earlier to occur of (i) the tenth day
following a public announcement that a person or group of
affiliated or associated persons ("Acquiring Person") other than
the Company, any subsidiary of the Company or any employee
benefit plan or employee stock plan of the Company or of any
subsidiary of the Company ("Exempt Person"), has acquired, or
obtained the right to acquire, beneficial ownership of 15% or
more of the outstanding Common Stock (the "Stock Acquisition
Date"), (ii) the declaration by the Board of Directors that any
Person is an Adverse Person, or (iii) the tenth day after the
date of the commencement of, or the first public announcement of
the intent of any person (other than an Exempt Person) to
commence, a tender offer or exchange offer (other than a tender
or exchange offer by an Exempt Person) which would result in the
ownership of 15% or more of the outstanding Common Stock (the
earlier of such dates being called the "Distribution Date"), the
Rights will be represented by and transferred with, and only
with, the Common Stock. Until the Distribution Date, new
certificates issued for Common Stock after December 22, 1988 will
contain a legend incorporating the Rights Agreement by reference,
and the surrender for transfer of any of the Company's Common
Stock certificates will also constitute the transfer of the
Rights associated with the Common Stock represented by such
certificates. As soon as practicable following the Distribution
Date, separate Right Certificates will be mailed to holders of
record of the Common Stock at the close of business on the
Distribution Date, and thereafter the separate certificates alone
will evidence the Rights.
The Rights are not exercisable until the Distribution
Date. The Rights will expire at the close of business on
December 22, 1998, unless earlier redeemed by the Company as
described below.
The Preference Stock will be nonredeemable and, unless
otherwise provided in connection with the creation of a
subsequent series of preference stock, subordinate to any other
series of the Company's preference stock. The Preference Stock
will, however, rank prior to the Common Stock. The Preference
Stock may not be issued except upon exercise of Rights. Each
share of Preference Stock will be entitled to receive when, as
and if declared, a quarterly dividend in an amount per share
equal to 100 times the cash dividends declared on the Company's<PAGE>
4
Common Stock. In addition, the Preference Stock is entitled to
100 times any non-cash dividends (other than dividends payable in
equity securities) declared on the Common Stock, in like kind.
In the event of a default on such dividends, the holders of the
Preference Stock (together with the holders of any other
preference stock similarly entitled) will be entitled to elect
two directors. In the event of liquidation, the holders of
Preference stock will be entitled to receive a liquidation
payment in an amount equal to 100 times the payment made per
share of Common Stock. Each share of Preference Stock will have
100 votes, voting together with the Common Stock and not as a
separate class unless otherwise required by law or the Company's
Certificate of Incorporation. In the event of any merger,
consolidation or other transaction in which common shares are
exchanged, each share of Preference Stock will be entitled to
receive 100 times the amount received per share of Common Stock.
The rights of the Preference Stock as to dividends, liquidation
and voting are protected by antidilution provisions.
The Purchase Price payable, and the number of shares of
Preference Stock or other securities or property issuable upon
exercise of the Rights, are subject to adjustment from time to
time to prevent dilution (i) in the event of a stock dividend on,
or a subdivision, combination or reclassification of the
Preference Stock, (ii) upon the grant to holders of the
Preference Stock of certain rights or warrants to subscribe for
Preference Stock or convertible securities at less than the
current market price of the Preference Stock or (iii) upon the
distribution to holders of the Preference Stock of evidences of
indebtedness or assets (excluding regular cash dividends and
dividends payable in Preference Stock) or of subscription rights
or warrants (other than those referred to above).
If (i) any Person (other than an Exempt Person) becomes
the beneficial owner of 15% or more of the then outstanding
shares of Common Stock, (ii) the Board of Directors of the
Company, by majority vote, shall declare any Person to be an
Adverse Person, (iii) any Acquiring Person, Adverse Person or any
affiliates or associates thereof engages in one or more
"self-dealing" transactions as described in the Rights Agreement,
then each holder of a Right, other than the Acquiring Person or
Adverse Person, will have the right to receive in lieu of
Preference Stock, upon payment of the Purchase Price, a number of
shares of Common Stock having a market value equal to twice the
Purchase Price. This same right will be available to each holder
of record of a Right, other than the Acquiring Person or Adverse
Person, if, while there is an Acquiring Person or Adverse Person,
there occurs any reclassification of securities, any
recapitalization of the Company, or any merger or consolidation
or other transaction involving the Company or any of its<PAGE>
5
subsidiaries which has the effect of increasing by more than 1%
the proportionate ownership interest of the Company or any of its
subsidiaries which is owned or controlled by the Acquiring Person
or Adverse Person. Alternatively, at any time after any person
or group acquires 15% or more of the Common Stock or the Board of
Directors determines that a Person is an Adverse Person, the
Board of Directors of the Company may exchange one share of the
Common Stock (or an equivalent share of the Company's Preference
Stock) for each outstanding Right other than Rights held by an
Acquiring Person or Adverse Person, which become void. To the
extent that insufficient shares of Common Stock are available for
the exercise in full of the Rights, holders of Rights will
receive upon exercise shares of Common Stock to the extent
available and then Preference Stock, cash, property or other
securities of the Company (which may be accompanied by a
reduction in the Purchase Price), in proportions determined by
the Company, so that the aggregate value received is equal to
twice the Purchase Price. Rights are not exercisable following
the occurrence of the events described in this paragraph until
the expiration of the period during which the Rights may be
redeemed as described below. Notwithstanding the foregoing,
following the occurrence of the events described in this
paragraph, Rights that are (or, under certain circumstances,
Rights that were) beneficially owned by an Acquiring Person or an
Adverse Person will be void.
Unless the Rights are redeemed earlier, if, after the
Stock Acquisition Date or the declaration by the Board of
Directors that a person is an Adverse Person, the Company is
acquired in a merger or other business combination (in which any
shares of the Common Stock are changed into or exchanged for
other securities or assets) or more than 50% of the assets or
earning power of the Company and its subsidiaries (taken as a
whole) were to be sold or transferred in one or a series of
related transactions, the Rights Agreement provides that proper
provision shall be made so that each holder of record of a Right
will from and after that time have the right to receive, upon
payment of the Purchase Price, that number of shares of common
stock of the acquiring company which has a market value at the
time of such transaction equal to two times the Purchase Price.
Fractions of shares of Preference Stock may, at the
election of the Company, be evidenced by depositary receipts.
The Company may also issue cash in lieu of fractional shares
which are not integral multiples of one one-hundredth of a share.<PAGE>
6
At any time until ten days following the Stock
Acquisition Date or the declaration by the Board of Directors
that a person is an Adverse Person (subject to extension by the
Board of Directors), the Board of Directors (with the concurrence
of a majority of the Independent Directors) may cause the Company
to redeem the Rights in whole, but not in part, at a price of
$0.01 per Right. Under certain circumstances set forth in the
Rights Agreement, the decision to redeem shall require the
concurrence of a majority of the Independent Continuing
Directors. Immediately upon the action of the Board of Directors
of the Company authorizing redemption of the Rights, the right to
exercise the Rights will terminate, and the only right of the
holders of Rights will be to receive the Redemption Price without
any interest thereon. The term "Independent Directors" means any
member of the Board of Directors of the Company who is not an
officer of the Company. The term "Independent Continuing
Directors" means any Independent Director who was a member of the
Board of Directors immediately prior to the time that any Person
shall become an Acquiring Person or Adverse Person, and any
Independent Director who becomes a member of the Board of
Directors subsequent to the time that any Person shall become an
Acquiring Person or Adverse Person if such Independent Director
is recommended or nominated to election on the Board of Directors
by a majority of the Independent Continuing Directors, but shall
not include an Acquiring Person or Adverse Person, or any
representative of such Acquiring Person or Adverse Person.
Until the close of business on the tenth day following
the Stock Acquisition Date or the declaration by the Board of
Directors that a person is an Adverse Person, and thereafter for
as long as the Rights are redeemable, the Board of Directors
(with the concurrence of a majority of the Independent Directors)
may cause the Company to amend the Rights in any manner,
including an amendment to extend the time period in which the
Rights may be redeemed, but no such amendment shall alter the
redemption price, the date of expiration of the Rights, or the
number of one one-hundredths of a share of Preference Stock for
which a Right is exercisable. At any time when the Rights are
not then redeemable, the Company (with the concurrence of a
majority of the Independent Continuing Directors) may amend the
Rights in any manner that does not adversely affect the interests
of holders of the Rights as such.
Until a Right is exercised, the holder, as such, will
have no rights as a shareholder of the Company, including,
without limitation, the right to vote or to receive dividends.<PAGE>
7
A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an Exhibit to a
Registration Statement on Form 8-A. A copy of the Rights
Agreement, is available to any holder of the Company's Common
Stock free of charge from the Company, 200 Chestnut Ridge Road,
Woodcliff Lake, New Jersey 07675, Attention: Secretary. This
summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights
Agreement, which is incorporated in this summary description by
reference. All capitalized terms not defined herein shall have
the meanings ascribed to them in the Rights Agreement.<PAGE>
8
ITEM 2. Exhibits.
1. Rights Agreement dated as of December 7, 1988 between
Ingersoll-Rand Company and The Bank of New York, as
Rights Agent (incorporated by reference from Form 8-A
of Ingersoll-Rand Company relating to Preference Stock
Purchase Rights as filed with the Securities and
Exchange Commission on December 12, 1988). The Rights
Agreement includes as Exhibit B the form of Right
Certificate. Pursuant to the Rights Agreement, Right
Certificates will not be distributed until after the
Distribution Date (as defined therein). The Rights
Agreement includes as Exhibit C the form of Summary of
Rights to Purchase Preference stock.
2. Amendment No. 1 to the Rights Agreement, dated as of
December 7, 1994, between the Company and The Bank of
New York.<PAGE>
9
SIGNATURES
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
INGERSOLL-RAND COMPANY
By /S/ R. G. Heller
Name: R. G. Heller
Title: Secretary
Dated: December 15, 1994<PAGE>
10
Index to Exhibits
Sequentially
Exhibit Numbered Page
1. Rights Agreement dated as of December 7,
1988 between Ingersoll-Rand Company and
The Bank of New York, as Rights Agent
(incorporated by reference from Form 8-A
of Ingersoll-Rand Company relating to
Preference Stock Purchase Rights as
filed with the Securities and Exchange
Commission on December 12, 1988). The
Rights Agreement includes as Exhibit B
the form of Right Certificate. Pursuant
to the Rights Agreement, Right
Certificates will not be distributed
until after the Distribution Date (as
defined therein). The Rights Agreement
includes as Exhibit C the form of
Summary of Rights to Purchase Preference
stock. --
2. Amendment No. 1 to the Rights Agreement,
dated as of December 7, 1994, between
the Company and The Bank of New York. 11-18<PAGE>
11
EXHIBIT 2
Amendment No. 1 To Rights Agreement
AMENDMENT No. 1, dated as of December 7, 1994, to the Rights
Agreement between Ingersoll-Rand Company, a New Jersey
corporation (the "Company"), and the Bank of New York (the
"Rights Agent"), dated as of December 7, 1988 (the "Rights
Agreement").
The Company and the Rights Agent have heretofore executed
and entered into the Rights Agreement. Pursuant to Section 26 of
the Rights Agreement, the Company and the Rights Agent may from
time to time supplement or amend the Rights Agreement in
accordance with the provisions of Section 26 thereof. All acts
and things necessary to make this Amendment a valid agreement,
enforceable according to its terms have been done and performed,
and the execution and delivery of this Amendment by the Company
and the Rights Agent have been in all respects duly authorized by
the Company and the Rights Agent.
In consideration of the foregoing and mutual agreements set
forth herein, the parties hereto agree as follows:
1. Section 1(a) of the Rights Agreement is hereby modified
and amended in its entirety to read as follows:
(a) "Acquiring Person" shall mean any Person (as
such term is hereinafter defined) who or which,
together with all Affiliates (as such term is
hereinafter defined) and Associates (as such term is
hereinafter defined) of such Person, shall be the
Beneficial Owner (as such term is hereinafter defined)
of 15% or more of the outstanding Common Stock;
provided, however, that an Acquiring Person shall not
include an Exempt Person (as such term is hereinafter
defined). Notwithstanding the foregoing, no Person
shall become an "Acquiring Person" as a result of an
acquisition of shares of Common Stock by the Company
which, by reducing the number of such shares then
outstanding, increases the proportionate number of
shares beneficially owned by such person to 15% or more
of the outstanding Common Stock; provided that if a
Person (other than an Exempt Person) becomes the
Beneficial Owner of 15% or more of the outstanding
Common Stock by reason of share purchases by the
Company and, after such share purchases by the Company,
becomes the Beneficial Owner of any additional shares
of Common Stock, such Person shall be deemed to be an
"Acquiring Person." The word "outstanding," when used
with reference to a Person's Beneficial Ownership of
securities of the Company, shall mean the number of
such securities then issued and outstanding together
with the number of such securities not then issued and
outstanding which such Person would be deemed to own
beneficially hereunder. <PAGE>
12
Notwithstanding the foregoing, if the Board of
Directors of the Company determines in good faith that
a Person who would otherwise be an "Acquiring Person",
as defined pursuant to the foregoing provisions of this
Section 1(a), has become such inadvertently, and such
Person divests as promptly as practicable a sufficient
number of shares of Common Stock so that such Person
would no longer be an "Acquiring Person", as defined
pursuant to the foregoing provisions of this Section
1(a), then such Person shall not be deemed to be an
"Acquiring Person" for any purposes of this Agreement.
2. The Rights Agreement is hereby further modified and
amended by inserting the following new Section 1(c) to the Rights
Agreement and renumbering existing Sections 1(c) through 1(u) of
the Rights Agreement (and cross references thereto in the Rights
Agreement) as Sections 1(d) through 1(v) respectively:
(c) "Adverse Person" shall mean any Person
declared to be an Adverse Person by the Board of
Directors upon a determination of the Board of
Directors that the criteria set forth in Section
11(a)(ii)(B) apply to such Person.
3. Section 1(v) of the Rights Agreement (prior to taking
into account the renumbering referred to in Section 2 hereof) is
hereby deleted in its entirety.
4. Section 3(a) of the Rights Agreement is hereby modified
and amended by deleting the numeral "20" in the ninth line
thereof and substituting therefor the numeral "15".
5. Section 3(a) of the Rights Agreement is hereby further
modified and amended by inserting the following new clause
immediately after the parenthetical clause in the thirteenth line
thereof:
or (iii) the determination by the Board of Directors of
the Company, pursuant to the criteria set forth in
Section 11(a)(ii)(B) hereof that a Person is an Adverse
Person.
6. Section 3(d) of the Rights Agreement is hereby modified
and amended by inserting the words "and as amended from time to
time" after the words, "December 7, 1988" in the fifth line of
the legend contained therein.
7. Section 3(d) of the Rights Agreement is hereby further
modified and amended by inserting the words ", Adverse Persons"
immediately after the words "Acquiring Persons" in the eighteenth
line of the legend contained therein.<PAGE>
13
8. Section 4(b) of the Rights Agreement is hereby modified
and amended by inserting the words "or Adverse Person" after each
occurrence of the words "Acquiring Person".
9. Section 11(a)(ii)(A) of the Rights Agreement is hereby
modified and amended by deleting the phrase, ", other than
pursuant to a Permitted Tender Offer" from the third and fourth
lines thereof.
10. The Rights Agreement is hereby further modified and
amended by inserting the following new Section 11(a)(ii)(B) to
the Rights Agreement and renumbering Sections 11(a)(ii)(B) and
11(a)(ii)(C) (and cross references thereto in the Rights
Agreement) to Sections 11(a)(ii)(C) and 11(a)(ii)(D):
(B) the Board of Directors of the Company, by majority
vote, shall declare any Person to be an Adverse Person,
after (x) a determination that such Person, alone or
together with its Affiliates and Associates, has become the
Beneficial Owner of 10% or more of the outstanding shares of
Common Stock and (y) a determination by the Board of
Directors, after reasonable inquiry and investigation,
including such consultation, if any, with such Persons as
the Board of Directors shall deem appropriate, that (a) such
Beneficial Ownership by such Person is intended to cause, is
reasonably likely to cause or will cause the Company to
repurchase the Common Stock beneficially owned by such
Person or to cause pressure on the Company to take action or
enter into a transaction or series of transactions which
would provide such Person with short-term financial gain
under circumstances where the Board of Directors determines
that the best long-term interests of the Company and its
shareholders, but for the actions and possible actions of
such Person, would not be served by taking such action or
entering into such transactions or series of transactions at
that time or (b) such Beneficial Ownership is causing or
reasonably likely to cause a material adverse impact
(including, but not limited to, impairment of relationships
with customers or impairment of the Company's ability to
maintain its competitive position) on the business or
prospects of the Company; provided, however, that the Board
of Directors of the Company may not declare a Person to be
an Adverse Person if, prior to the time that such Person
acquired 10% or more of the shares of Common Stock then
outstanding, such Person provided to the Board of Directors
in writing a statement of such Person's purpose and
intentions in connection with the proposed acquisition of
Common Stock, together with any other information reasonably
requested of such Person by the Board of Directors, and the
Board of Directors, based on such statement and reasonable
inquiry and investigation, including such consultation, if
any, with such Person as the Board of Directors shall deem
appropriate, determines to notify and notifies such Person<PAGE>
14
in writing that it will not declare such Person to be an
Adverse Person; provided, further, that the Board of
Directors may expressly condition in any manner a
determination not to declare a Person an Adverse Person on
such conditions as the Board of Directors may select,
including without limitation, such Person's not acquiring
more than a specified amount of stock and/or on such
Person's not taking actions inconsistent with the purposes
and intentions disclosed by such Person in the statement
provided to the Board of Directors. No delay or failure by
the Board of Directors to declare a Person to be an Adverse
Person shall in any way waive or otherwise affect the power
of the Board of Directors subsequently to declare a Person
to be an Adverse Person. In the event that the Board of
Directors should at any time determine, upon reasonable
inquiry and investigation, including consultation with such
Persons as the Board of Directors shall deem appropriate,
that such Person has not met or complied with any condition
specified by the Board of Directors, the Board of Directors
may at any time thereafter declare such Person to be an
Adverse Person pursuant to the provisions of this Section
11(a)(ii)(B); or
11. Sections 11(a)(ii)(B) and (C) of the Rights Agreement
(prior to taking into account the renumbering referred to in
Section 9 hereof) are hereby modified and amended by inserting
the words "or Adverse Person" after each occurrence of the words
"Acquiring Person".
12. Section 11(a)(ii) of the Rights Agreement is hereby
modified and amended by (i) deleting the words "void to the
extent permitted by applicable law" in the twentieth and twenty
first lines of the last paragraph thereof and inserting in lieu
thereof the words "null and void" and (ii) deleting the clause
",to the extent permitted by applicable law," from the twenty
second and twenty third lines of the last paragraph thereof.
13. The Rights Agreement is hereby further modified and
amended by inserting the following new Section 11(q) to the
Rights Agreement:
(q) The failure by the Board of Directors to declare a
Person to be an Adverse Person following such Person
becoming the Beneficial Owner of 10% or more of the
outstanding Common Stock shall not imply that such Person is
not an Adverse Person or limit the Board of Directors' right
at any time in the future to declare such Person to be an
Adverse Person.<PAGE>
15
14. Section 13(a) of the Rights Agreement is hereby
modified and amended by inserting the words "earlier of the" in
the second line thereof immediately prior to the words "Stock
Acquisition Date" and inserting the words "or the declaration by
the Board of Directors that a Person is an Adverse Person"
immediately following the words "the Stock Acquisition Date" in
the second line thereof.
15. Section 23(a) of the Rights Agreement is hereby
modified and amended by deleting the words "or (ii)" in the fifth
line thereof and inserting in lieu thereof the following:
, (ii) the declaration by the Board of Directors that
any Person is an Adverse Person or (iii)
16. Section 23(a) of the Rights Agreement is hereby further
modified and amended by inserting the words "or Adverse Person"
after each occurrence of the words "Acquiring Person".
17. The Rights Agreement is hereby further modified and
amended by inserting the following new Section 24 to the Rights
Agreement and renumbering existing Sections 24 through 32 of the
Rights Agreement (and cross references thereto in the Rights
Agreement) as Sections 25 through 33 respectively:
Section 24. Exchange. (a) The Board of Directors of
the Company may, at its option, at any time after any Person
becomes an Acquiring Person or an Adverse Person, exchange
all or part of the then outstanding and exercisable Rights
(which shall not include Rights that have become void
pursuant to the provisions of Section 11(a)(ii) hereof) for
shares of Common Stock at an exchange ratio of one share of
Common Stock per Right, appropriately adjusted to reflect
any stock split, stock dividend or similar transaction
occurring after December 7, 1988 (such exchange ratio being
hereinafter referred to as the "Exchange Ratio").
Notwithstanding the foregoing, the Board of Directors shall
not be empowered to effect such exchange at any time after
any Person (other than an Exempt Person), together with all
Affiliates and Associates of such Person, becomes the
Beneficial Owner of 50% or more of the shares of Common
Stock then outstanding.
(b) Immediately upon the action of the Board of
Directors of the Company ordering the exchange of any Rights
pursuant to paragraph (a) of this Section 24 and without any
further action and without any notice, the right to exercise
such Rights shall terminate and the only right thereafter of
a holder of such Rights shall be to receive that number of
shares of Common Stock equal to the number of such Rights
held by such holder multiplied by the Exchange Ratio. The
Company shall promptly give public notice of any such
exchange; provided, however, that the failure to give, or<PAGE>
16
any defect in, such notice shall not affect the validity of
such exchange. The Company promptly shall mail a notice of
any such exchange to all of the holders of such Rights at
their last addresses as they appear upon the registry books
of the Rights Agent. Any notice which is mailed in the
manner herein provided shall be deemed given, whether or not
the holder receives the notice. Each such notice of
exchange will state the method by which the exchange of the
shares of Common Stock for Rights will be effected and, in
the event of any partial exchange, the number of Rights
which will be exchanged. Any partial exchange shall be
effected pro rata based on the number of Rights (other than
Rights which have become void pursuant to the provisions of
Section 11(a)(ii) hereof) held by each holder of Rights.
(c) In the event that there shall not be sufficient
shares of Common Stock issued but not outstanding or
authorized but unissued to permit any exchange of Rights as
contemplated in accordance with this Section 24, the Company
may, in its discretion, take all such action as may be
necessary to authorize additional shares of Common Stock for
issuance upon exchange of the Rights. In the event the
Company shall, after good faith effort, be unable to take
all such action as may be necessary to authorize such
additional shares of Common Stock, the Company shall
substitute, for each share of Common Stock that would
otherwise be issuable upon exchange of a Right, a number of
shares of Preference Stock or fraction thereof such that the
current per share market price of one share of Preference
Stock multiplied by such number or fraction is equal to the
current per share market price of one share of Common Stock
as of the date of issuance of such shares of Preference
Stock or fraction thereof.
(d) The Company shall not be required to issue
fractions of shares of Common Stock or to distribute
certificates which evidence fractional shares of Common
Stock. In lieu of such fractional shares of Common Stock,
the Company shall pay to the registered holders of the Right
Certificates with regard to which such fractional shares of
Common Stock would otherwise be issuable an amount in cash
equal to the same fraction of the current market value of a
whole share of Common Stock. For the purposes of this
paragraph (d), the current market value of a whole share of
Common Stock shall be the closing price of a share of Common
Stock (as determined pursuant to the second sentence of
Section 11(d)(i) hereof) for the Trading Day immediately
prior to the date of exchange pursuant to this Section 24. <PAGE>
17
18. Section 26 of the Rights Agreement (prior to taking
into account the renumbering referred to in Section 17 hereof) is
hereby modified and amended by inserting the words "or the
declaration by the Board of Directors that a Person is an Adverse
Person" immediately after the words "Stock Acquisition Date" in
the second and third lines thereof.
19. The Form of Right Certificate attached as Exhibit B to
the Rights Agreement is hereby modified and amended by inserting
the phrase "and as amended from time to time" after the words
"December 7, 1988" on the fifth line of the first paragraph of
the first page thereof.
20. The Form of Right Certificate attached as Exhibit B to
the Rights Agreement is hereby further modified and amended by
inserting the words "or Adverse Person" after each occurrence of
the words "Acquiring Person".
21. The Form of Right Certificate attached as Exhibit B to
the Rights Agreement is hereby further modified and amended by
deleting the words "and (ii)" from the seventh line of the fifth
paragraph of the fourth page thereof and inserting in lieu
thereof the following:
, (ii) the declaration by the Board of Directors that
any Person is an Adverse Person or (iii)
22. This Amendment to the Rights Agreement shall be governed
by and construed in accordance with the laws of the State of New
Jersey and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts to
be made and performed entirely within such State.
23. This Amendment to the Rights Agreement may be executed
in any number of counterparts, each of which shall be an
original, but such counterparts shall together constitute one and
the same instrument. Terms not defined herein shall, unless the
context otherwise requires, have the meanings assigned to such
terms in the Rights Agreement.
24. In all respects not inconsistent with the terms and
provisions of this Amendment to the Rights Agreement, the Rights
Agreement is hereby ratified, adopted, approved and confirmed.
In executing and delivering this Amendment, the Rights Agent
shall be entitled to all the privileges and immunities afforded
to the Rights Agent under the terms and conditions of the Rights
Agreement.<PAGE>
18
25. If any term, provision, covenant or restriction of this
Amendment to the Rights Agreement is held by a court of competent
jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants
and restrictions of this Amendment to the Rights Agreement, and
of the Rights Agreement, shall remain in full force and effect
and shall in no way be affected, impaired or invalidated.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and attested, all as of the date
and year first above written.
Attest: INGERSOLL-RAND COMPANY
By: /S/ Ronald G. Heller By: /S/ Patricia Nachtigal
Name: Ronald G. Heller Name: Patricia Nachtigal
Title: Secretary and Title: Vice President and
Assistant General General Counsel
Counsel
Attest: THE BANK OF NEW YORK,
as Rights Agent
By: /S/ Jeffrey Grosse By: /S/ John I. Sivertsen
Name: Jeffrey Grosse Name: John I. Sivertsen
Title: Assistant Vice Title: Vice President
President<PAGE>
<PAGE>
