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
June 5, 1995
DATE OF REPORT (Date of earliest event reported)
INGERSOLL-RAND COMPANY
(Exact name of registrant as specified in its charter)
NEW JERSEY 1-985 13-5156640
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
Number)
200 Chestnut Ridge Road
Woodcliff Lake, New Jersey 07675
(Address of principal executive offices)
(201) 573-0123
(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events
------------
Pursuant to the terms and conditions of a Pricing
Agreement between Ingersoll-Rand Company (the "Registrant") and
Salomon Brothers Inc, as Representative of the several
Underwriters, and a Pricing Agreement between the Registrant and
Merrill Lynch, Pierce, Fenner & Smith Incorporated, each dated
June 5, 1995, the Registrant will issue on or about June 9, 1995
$150,000,000 aggregate principal amount of its 7.20% Debentures
Due 2025 and $150,000,000 aggregate principal amount of its 6.48%
Debentures due 2025, respectively (collectively, the
"Debentures").
Item 7. Exhibits
--------
Exhibits:
Exhibit 1(a): Pricing Agreement dated June 5, 1995
between Ingersoll-Rand Company and
Salomon Brothers Inc as Representative
of the several Underwriters
Exhibit 1(b): Pricing Agreement dated June 5, 1995
between Ingersoll-Rand Company and
Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as Representative of the
several Underwriters
Exhibit 4(a): Form of 7.20% Debenture Due 2025
Exhibit 4(b): Form of 6.48% Debenture Due 2025
Exhibit 12: Statement of Computation of Ratio of
Earnings to Fixed Charges.
(Incorporated herein by reference from
Exhibit 12 to Annual Report on Form
10-K for the year ended December 31,
1994, File No. 1-985 and Exhibit 12 to
Current Report on Form 8-K dated June
5, 1995, File No. 1-985).
<PAGE>
SIGNATURE
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
(Registrant)
By: /s/ Thomas F. McBride
---------------------------------
Name: Thomas F. McBride
Title: Senior Vice President
and Chief Financial Officer
Date: June 7, 1995
<PAGE>
Exhibit Index
Exhibits to Form 8-K
Number in Sequential
Exhibit Table Exhibit Page Number
- ------------- ------- -----------
1(a) Pricing Agreement dated 5
June 5, 1995 between
Ingersoll-Rand Company and
Salomon Brothers Inc, as
Representative of the several
Underwriters
1(b) Pricing Agreement dated 10
June 5, 1995 between
Ingersoll-Rand Company and
Merrill Lynch, Pierce, Fenner
& Smith Incorporated, as
Representative of the several
Underwriters
4(a) Form of 7.20% Debenture Due 2025 15
4(b) Form of 6.48% Debenture Due 2025 21
12 Statement of Computation of Ratio --
of Earnings to Fixed Charges.
(Incorporated herein by reference
from Exhibit 12 to Annual Report on
Form 10-K for the year ended December
31, 1994, File No. 1-985 and Exhibit 12
to Current Report on Form 8-K dated June
5, 1995, File No. 1-985).
Exhibit 1(a)
Pricing Agreement
-----------------
Salomon Brothers Inc
As Representative of the several
Underwriters named in Schedule I hereto,
Seven World Trade Center
New York, New York 10048
June 5, 1995
Dear Sirs:
Ingersoll-Rand Company (the "Company") proposes,
subject to the terms and conditions stated herein and in the
Underwriting Agreement Standard Provisions filed as an exhibit to
the Company's registration statement on Form S-3 (No. 33-53811)
(the "Underwriting Agreement"), to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the
Securities specified in Schedule II hereto (the "Designated
Securities"). Each of the provisions of the Underwriting
Agreement is incorporated herein by reference in its entirety,
and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein;
and each of the representations and warranties set forth therein
shall be deemed to have been made at and as of the date of this
Pricing Agreement, except that each representation and warranty
with respect to the Prospectus in Section 2 of the Underwriting
Agreement shall be deemed to be a representation or warranty as
of the date of the Underwriting Agreement in relation to the
Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to
the Prospectus as amended or supplemented relating to the
Designated Securities which are the subject of this Pricing
Agreement. Each reference to the Representatives herein and in
the provisions of the Underwriting Agreement so incorporated by
reference shall be deemed to refer to you. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are
used herein as therein defined. The Representative designated to
act on behalf of the Representatives and on behalf of each of the
Underwriters of the Designated Securities pursuant to Section 12
of the Underwriting Agreement and the address of the
Representative referred to in such Section 12 are set forth at
the end of Schedule II hereto.
An amendment to the Registration Statement, or a
supplement to the Prospectus, as the case may be, relating to the
Designated Securities, in the form heretofore delivered to you is
now proposed to be filed with the Commission.
<PAGE>
2
Subject to the terms and conditions set forth herein
and in the Underwriting Agreement incorporated herein by
reference, the Company agrees to issue and sell to each of the
Underwriters, and each of the Underwriters agrees, severally and
not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in
Schedule II hereto, the principal amount of Designated Securities
set forth opposite the name of such Underwriter in Schedule I
hereto.
If the foregoing is in accordance with your
understanding, please sign and return to us two counterparts
hereof, and upon acceptance hereof by you, on behalf of each of
the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement
incorporated herein by reference, shall constitute a binding
agreement between each of the Underwriters and the Company. It
is understood that your acceptance of this letter on behalf of
each of the Underwriters is or will be pursuant to the authority
set forth in a form of Agreement among Underwriters, the form of
which shall be submitted to the Company for examination, upon
request, but without warranty on the part of the Representatives
as to the authority of the signers thereof.
Very truly yours,
INGERSOLL-RAND COMPANY
By: /s/ Thomas McBride
----------------------------
By: /s/ William J. Armstrong
----------------------------
Accepted as of the date hereof:
SALOMON BROTHERS INC
By: /s/ Gary Lynch
--------------------------
On behalf of each of the Underwriters
<PAGE>
SCHEDULE I
Principal Amount of
Designated Securities
to be
Underwriter Purchased
- ----------- ---------------------
Salomon Brothers Inc . . . . . . . . . $ 37,500,000
Chase Securities, Inc. . . . . . . . . 37,500,000
Citicorp Securities, Inc. . . . . . . . 37,500,000
J.P. Morgan Securities Inc. . . . . . . 37,500,000
-----------
Total . . . . . . . . . . . . . . . . . $150,000,000
===========
<PAGE>
SCHEDULE II
Title of Designated Securities:
7.20% Debentures due June 1, 2025.
Aggregate principal amount:
U.S. $150,000,000.
Price to Public:
99.806% of the principal amount of the Designated
Securities, plus accrued interest, if any, from June 9, 1995 to
the Time of Delivery.
Purchase Price by Underwriters:
98.931% of the principal amount of the Designated
Securities, plus accrued interest, if any, from June 9, 1995 to
the Time of Delivery.
Method and Specified funds for payment of purchase price:
New York Clearing House, next day funds;
book-entry form.
Indenture:
Indenture, dated as of August 1, 1986, as supplemented,
between the Company and The Bank of New York, as Trustee.
Maturity:
June 1, 2025.
Interest Rate:
7.20% per annum.
Interest Payment Dates:
June 1 and December 1, commencing on December 1, 1995.
Redemption Provisions:
None.
Sinking Fund Provisions:
The Designated Securities are entitled to the benefit of a
sinking fund beginning June 1, 2006 in annual installments of
$7,500,000, calculated to retire, 95% of the issue prior to
maturity, at 100% of their principal amount plus accrued
interest.
<PAGE>
2
Time of Delivery:
10:00 a.m., New York City Time, June 9, 1995.
Closing Location:
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Name and address of Representative:
Designated Representative: Salomon Brothers Inc
Address for Notices, etc.: Seven World Trade Center
New York, NY 10048
Exhibit 1(b)
Pricing Agreement
-----------------
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
As Representative of the several
Underwriters named in Schedule I hereto,
World Financial Center
North Tower
New York, New York 10281
June 5, 1995
Dear Sirs:
Ingersoll-Rand Company (the "Company") proposes,
subject to the terms and conditions stated herein and in the
Underwriting Agreement Standard Provisions filed as an exhibit to
the Company's registration statement on Form S-3 (No. 33-53811)
(the "Underwriting Agreement"), to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the
Securities specified in Schedule II hereto (the "Designated
Securities"). Each of the provisions of the Underwriting
Agreement is incorporated herein by reference in its entirety,
and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein;
and each of the representations and warranties set forth therein
shall be deemed to have been made at and as of the date of this
Pricing Agreement, except that each representation and warranty
with respect to the Prospectus in Section 2 of the Underwriting
Agreement shall be deemed to be a representation or warranty as
of the date of the Underwriting Agreement in relation to the
Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to
the Prospectus as amended or supplemented relating to the
Designated Securities which are the subject of this Pricing
Agreement. Each reference to the Representatives herein and in
the provisions of the Underwriting Agreement so incorporated by
reference shall be deemed to refer to you. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are
used herein as therein defined. The Representative designated to
act on behalf of the Representatives and on behalf of each of the
Underwriters of the Designated Securities pursuant to Section 12
of the Underwriting Agreement and the address of the
Representative referred to in such Section 12 are set forth at
the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement
to the Prospectus, as the case may be, relating to the Designated
<PAGE>
2
Securities, in the form heretofore delivered to you is now
proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein
and in the Underwriting Agreement incorporated herein by
reference, the Company agrees to issue and sell to each of the
Underwriters, and each of the Underwriters agrees, severally and
not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in
Schedule II hereto, the principal amount of Designated Securities
set forth opposite the name of such Underwriter in Schedule I
hereto.
If the foregoing is in accordance with your
understanding, please sign and return to us two counterparts
hereof, and upon acceptance hereof by you, on behalf of each of
the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement
incorporated herein by reference, shall constitute a binding
agreement between each of the Underwriters and the Company. It
is understood that your acceptance of this letter on behalf of
each of the Underwriters is or will be pursuant to the authority
set forth in a form of Agreement among Underwriters, the form of
which shall be submitted to the Company for examination, upon
request, but without warranty on the part of the Representatives
as to the authority of the signers thereof.
Very truly yours,
INGERSOLL-RAND COMPANY
By: /s/ Thomas McBride
--------------------------
By: /s/ William J. Armstrong
--------------------------
Accepted as of the date hereof:
MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED
By: /s/ J. H. McCollough II,
- ----------------------------------
Managing Director
On behalf of each of the Underwriters
<PAGE>
SCHEDULE I
Principal Amount of
Designated Securities
Underwriter to be purchased
- ----------- ---------------------
Merrill Lynch, Pierce, Fenner & $ 37,500,000
Smith Incorporated
Chase Securities, Inc. 37,500,000
J.P. Morgan Securities Inc. 37,500,000
UBS Securities, Inc. 37,500,000
____________
Total $150,000,000
============
<PAGE>
SCHEDULE II
Title of Designated Securities:
6.48% Debentures due June 1, 2025.
Aggregate principal amount:
U.S. $150,000,000.
Price to Public:
99.969% of the principal amount of the Designated
Securities, plus accrued interest, if any, from June 1, 1995
to the Time of Delivery.
Purchase Price by Underwriters:
99.319% of the principal amount of the Designated
Securities, plus accrued interest, if any, from June 1, 1995
to the Time of Delivery.
Method and Specified funds for payment of purchase price:
New York Clearing House, next day funds;
book-entry form.
Indenture:
Indenture, dated as of August 1, 1986, as supplemented,
between the Company and The Bank of New York, as Trustee.
Maturity:
June 1, 2025.
Interest Rate:
6.48% per annum.
Interest Payment Dates:
June 1 and December 1, commencing on December 1, 1995.
Repayment Provisions:
On June 1, 2005, the Designated Securities may be repaid in
whole or in part at the option of the holders thereof at
their principal amount plus accrued interest to June 1,
2005.
Sinking Fund Provisions:
None.
<PAGE>
2
Time of Delivery:
10:00 a.m., New York City Time, June 9, 1995.
Closing Location:
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Name and address of Representative:
Designated Representative: Merrill Lynch, Pierce, Fenner
& Smith Incorporated
Address for Notices, etc.: World Financial Center
North Tower
New York, New York 10281
Exhibit 4(a)
INGERSOLL-RAND COMPANY
7.20% DEBENTURES DUE 2025
REGISTERED REGISTERED
NO. R-1 $150,000,000.
CUSIP 456866AL6
If this Security is registered in the name of The
Depository Trust Company (the "Depositary") (55 Water
Street, New York, New York) or its nominee, this
Security may not be transferred except as a whole by
the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of
such successor Depositary unless and until this
Security is exchanged in whole or in part for
Securities in definitive form. Unless this certificate
is presented by an authorized representative of the
Depositary to the Company or its agent for registration
of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such
other name as requested by an authorized representative
of the Depositary and any payment is made to Cede &
Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest
herein.
INGERSOLL-RAND COMPANY, a corporation duly organized
and existing under the laws of the State of New Jersey (herein
called the "Company", which term includes any successor
corporation under the Indenture, hereinafter referred to), for
value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of $150,000,000 (ONE
HUNDRED AND FIFTY MILLION DOLLARS) on June 1, 2025, and to pay
interest thereon from June 9, 1995 or from the most recent
Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on June 1, and December 1 in each
year, commencing December 1, 1995, at the rate per annum provided
in the title hereof, until the principal hereof is paid or made
available for payment. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the person in whose name
this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date
for such interest, which shall be the May 15 or November 15
(whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either
<PAGE>
2
be paid to the person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on
a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior
to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be
listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.
Payment of the principal of (and premium, if any) and
interest, if any, on this Security will be made at the office or
agency of the Company maintained for that purpose in the Borough
of Manhattan, The City of New York, in such coin or currency of
the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided,
--------
however, that at the option of the Company payment of interest
- -------
may be made by check mailed to the address of the person entitled
thereto as such address shall appear in the Security Register.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
THIS SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET
FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has
been executed by the Trustee referred to on the reverse hereof by
manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its corporate seal.
Dated: June 9, 1995
TRUSTEE'S CERTIFICATE INGERSOLL-RAND COMPANY
OF AUTHENTICATION
This is one of the Securities By:
of the series designated --------------------------
therein referred to in the Vice President
within-mentioned Indenture.
By:
--------------------------
THE BANK OF NEW YORK, as Trustee Secretary
By:
-------------------------
Authorized Signature
<PAGE>
[Reverse Side of Debenture]
INGERSOLL-RAND COMPANY
7.20% Debentures DUE 2025
This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"),
issued and to be issued in one or more series under an Indenture,
dated as of August 1, 1986, as supplemented by a First
Supplemental Indenture dated as of August 15, 1986 and a Second
Supplemental Indenture dated as of November 1, 1986 (as so
supplemented, herein called the "Indenture"), between the Company
and The Bank of New York, as Trustee (herein called the
"Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of
the series designated on the face hereof, limited in aggregate
principal amount to $150,000,000.
The sinking fund provides for the pro rata cash
redemption of $7,500,000 principal amount of Securities of this
series on June 1 in each year beginning with the year 2006 to and
including the year 2024.
The Indenture contains provisions for defeasance of (a)
the entire indebtedness of this Security and (b) certain
restrictive covenants upon compliance by the Company with certain
conditions set forth therein.
If an Event of Default with respect to Securities of
this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the
Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66-2/3% in principal amount of the
Securities at the time Outstanding of all series to be affected.
The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities at
the time Outstanding of all series to be affected, on behalf of
the Holders of all Securities of such series, to waive compliance
by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall
be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu
<PAGE>
2
hereof, whether or not notation of such consent or waiver is made
upon this Security.
No reference herein to the Indenture and no provision
of this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of (and premium, if any) and interest, if
any, on this Security at the times, place and rate, and in the
coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is
registrable in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency of
the Company in any place where the principal of (and premium, if
any) and interest, if any, on this Security are payable, duly
endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar
duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities
of this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated
transferee or transferees.
The Securities of this series are issuable only in
registered form without coupons in denominations of $1,000 and
any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of
this series are exchangeable for a like aggregate principal
amount of Securities of this series of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such
registration of transfer or exchange, but the Company may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Prior to due presentment of this Security for
registration of transfer, the Company, the Trustee and any agent
of the Company or the Trustee may treat the person in whose name
this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the
contrary.
No recourse for the payment of the principal of (and
premium, if any) or interest, if any, on this Security, or for
any claim based hereon or otherwise in respect hereof, and no
recourse under or upon any obligation, covenant or agreement of
the Company in the Indenture or any indenture supplemental
thereto or in any Security, or because of the creation of any
indebtedness represented thereby, shall be had against any
incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or of any successor
<PAGE>
3
corporation, either directly or through the Company or any
successor corporation, whether by virtue of any constitution,
statute or rule of law or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof,
expressly waived and released.
This Security shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used in this Security which are defined in
the Indenture shall have the meanings assigned to them in the
Indenture.
The following abbreviations, when used in the
inscription on the face of this instrument, shall be construed as
though they were written out in full according to applicable laws
or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT - Custodian
------------------ -----------
(Cust) (Minor)
under Uniform Gifts to Minors Act
-------
(State)
Additional abbreviations may also be used
though not in the above list.
<PAGE>
4
FOR VALUE RECEIVED, hereby sell,
-------------------------------
assign and transfer unto
PLEASE INSERT SOCIAL
SECURITY OR OTHER
IDENTIFYING NUMBER
OF ASSIGNEE
-------------------------------
/ /
- ----------------------- --------------------------------------------
Please print or typewrite name and address of assignee
- -----------------------------------------------------------------
the within Instrument of the said Company and do hereby
irrevocably constitute and appoint
, Attorney to transfer the
- -----------------------------------------------------
said Instrument on the books of the said Company with full power of substitution
in the premises.
Dated:
---------------------------
------------------------------
NOTICE THE SIGNATURE TO THIS
ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON
THE FACE OF THE INSTRUMENT IN
EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR
ANY CHANGE WHATEVER
Exhibit 4(b)
INGERSOLL-RAND COMPANY
6.48% DEBENTURES DUE 2025
REGISTERED REGISTERED
NO. R-1 $150,000,000.
CUSIP 456866AJ1
If this Security is registered in the name of The
Depository Trust Company (the "Depositary") (55 Water
Street, New York, New York) or its nominee, this
Security may not be transferred except as a whole by
the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of
such successor Depositary unless and until this
Security is exchanged in whole or in part for
Securities in definitive form. Unless this certificate
is presented by an authorized representative of the
Depositary to the Company or its agent for registration
of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such
other name as requested by an authorized representative
of the Depositary and any payment is made to Cede &
Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest
herein.
INGERSOLL-RAND COMPANY, a corporation duly organized
and existing under the laws of the State of New Jersey (herein
called the "Company", which term includes any successor
corporation under the Indenture, hereinafter referred to), for
value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of $150,000,000 (ONE
HUNDRED AND FIFTY MILLION DOLLARS) on June 1, 2025, and to pay
interest thereon from June 1, 1995 or from the most recent
Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on June 1, and December 1, in each
year, commencing December 1, 1995, at the rate per annum provided
in the title hereof, until the principal hereof is paid or made
available for payment. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the person in whose name
this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date
for such interest, which shall be the May 15 or November 15
(whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be
<PAGE>
2
payable to the Holder on such Regular Record Date and may either
be paid to the person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on
a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior
to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be
listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.
Payment of the principal of (and premium, if any) and
interest, if any, on this Security will be made at the office or
agency of the Company maintained for that purpose in the Borough
of Manhattan, The City of New York, in such coin or currency of
the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided,
--------
however, that at the option of the Company payment of interest
- -------
may be made by check mailed to the address of the person entitled
thereto as such address shall appear in the Security Register.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
THIS SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET
FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has
been executed by the Trustee referred to on the reverse hereof by
manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its corporate seal.
Dated: June 9, 1995
TRUSTEE'S CERTIFICATE INGERSOLL-RAND COMPANY
OF AUTHENTICATION
This is one of the Securities By:
of the series designated --------------------------
therein referred to in the Vice President
within-mentioned Indenture.
By:
--------------------------
THE BANK OF NEW YORK, as Trustee Secretary
By:
-------------------------
Authorized Signature
<PAGE>
[Reverse Side of Debenture]
INGERSOLL-RAND COMPANY
6.48% Debentures DUE 2025
This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"),
issued and to be issued in one or more series under an Indenture,
dated as of August 1, 1986, as supplemented by a First
Supplemental Indenture dated as of August 15, 1986 and a Second
Supplemental Indenture dated as of November 1, 1986 (as so
supplemented, herein called the "Indenture"), between the Company
and The Bank of New York, as Trustee (herein called the
"Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of
the series designated on the face hereof, limited in aggregate
principal amount to $150,000,000.
The Securities of this series are not subject to
redemption prior to maturity.
The Indenture contains provisions for defeasance of (a)
the entire indebtedness of this Security and (b) certain
restrictive covenants upon compliance by the Company with certain
conditions set forth therein.
If an Event of Default with respect to Securities of
this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the
Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66-2/3% in principal amount of the
Securities at the time Outstanding of all series to be affected.
The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities at
the time Outstanding of all series to be affected, on behalf of
the Holders of all Securities of such series, to waive compliance
by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall
be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu
<PAGE>
2
hereof, whether or not notation of such consent or waiver is made
upon this Security.
No reference herein to the Indenture and no provision
of this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of (and premium, if any) and interest, if
any, on this Security at the times, place and rate, and in the
coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is
registrable in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency of
the Company in any place where the principal of (and premium, if
any) and interest, if any, on this Security are payable, duly
endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar
duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities
of this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated
transferee or transferees.
The Securities of this series are issuable only in
registered form without coupons in denominations of $1,000 and
any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of
this series are exchangeable for a like aggregate principal
amount of Securities of this series of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such
registration of transfer or exchange, but the Company may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
This Security will be repayable on June 1, 2005 (the
"Repayment Date") at the option of the holder thereof, in whole
or in part, in increments of $1,000 at a repayment price equal to
100% of the principal amount to be repaid, together with accrued
interest thereon payable to the date of repayment (the "Repayment
Amount"). If the Repayment Date is not a Business Day, the
Company will pay the Repayment Amount for Securities with respect
to which it has received the required notice (as hereinafter
described) on the next succeeding Business Day. In order for a
holder to be repaid, the Company must receive at the office of
the Trustee, located at 101 Barclay Street, 21st Floor, New York,
New York 10286 (or at such other address of which the Company
shall from time to time notify the holders of the Securities),
during the period from and including April 1, 2005 to and
including May 1, 2005 or, if such May 1, 2005 is not a Business
Day, the next succeeding Business Day, (i) this Security with the
form entitled "Option to Elect Repayment" set forth below duly
<PAGE>
3
completed, or (ii) a facsimile transmission or letter from a
member of a national securities exchange or the National
Association of Securities Dealers or a commercial bank or a trust
company in the United States of America setting forth the name of
the holder of this Security, the principal amount of this
Security, the amount of this Security to be repaid, a statement
that the option to elect repayment is being exercised thereby and
a guarantee that this Security with the form entitled "Option to
Elect Repayment" set forth below duly completed will be received
by the Company not later than five Business Days after the date
of such facsimile transmission or letter and this Security and
form duly completed are received by the Company by such fifth
Business Day. Any such election shall be irrevocable. All
questions as to the validity, eligibility (including time of
receipt) and acceptance of any Security for repayment will be
determined by the Company, whose determination will be final and
binding. After May 1, 2005 or, if such May 1, 2005 is not a
Business Day, the next succeeding Business Day, the holders of
the Securities shall not have any option to elect repayment.
Prior to due presentment of this Security for
registration of transfer, the Company, the Trustee and any agent
of the Company or the Trustee may treat the person in whose name
this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the
contrary.
No recourse for the payment of the principal of (and
premium, if any) or interest, if any, on this Security, or for
any claim based hereon or otherwise in respect hereof, and no
recourse under or upon any obligation, covenant or agreement of
the Company in the Indenture or any indenture supplemental
thereto or in any Security, or because of the creation of any
indebtedness represented thereby, shall be had against any
incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or of any successor
corporation, either directly or through the Company or any
successor corporation, whether by virtue of any constitution,
statute or rule of law or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof,
expressly waived and released.
This Security shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used in this Security which are defined in
the Indenture shall have the meanings assigned to them in the
Indenture.
<PAGE>
4
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and
instructs the Company to repay the within Security (or portion
thereof specified below) pursuant to its terms at a price equal
to the principal amount thereof, together with accrued interest
to the repayment date.
For this Security to be repaid, the Company must
receive at the office of the Trustee, located at 101 Barclay
Street, 21st Floor, New York, New York 10286 (or at such other
place or places of which the Company shall from time to time
notify the holder of the within Security) during the period from
and including April 1, 2005 and including May 1, 2005, or if such
May 1, 2005 is not a Business Day, the next succeeding Business
Day, (i) this Security with this "Option to Elect Repayment" form
duly completed, or (ii) a facsimile transmission or letter from a
member of a national securities exchange or the National
Association of Securities Dealers or a commercial bank or a trust
company in the United States of America setting forth the name of
the holder of the within Security, the principal amount of the
within Security, the amount of the within Security to be repaid,
a statement that the option to elect repayment is being exercised
thereby and a guarantee that the within Security with this
"Option to Elect Repayment" form duly completed will be received
by the Company not later than five Business Days after the date
of such facsimile transmission or letter and the within Security
and form duly completed are received by the Company by such fifth
Business Day.
If less than the entire principal amount of the within
Security is to be repaid, specify the portion thereof (which
shall be an integral multiple of $1,000) which the holder elects
to have repaid: $ . A Security will be issued to the
holder in an amount equal to the portion not being repaid.
Dated:
-----------------------------------
Note: The Signature to this Option
to Elect Repayment must correspond
with the name as written upon the
face of the within Security in
every particular without alteration
or enlargement or any other change
whatsoever.
The following abbreviations, when used in the
inscription on the face of this instrument, shall be construed as
though they were written out in full according to applicable laws
or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
<PAGE>
5
UNIF GIFT MIN ACT - Custodian
------------------ -----------
(Cust) (Minor)
under Uniform Gifts to Minors Act
-------
(State)
Additional abbreviations may also be used
though not in the above list.
<PAGE>
6
FOR VALUE RECEIVED, hereby sell,
-------------------------------
assign and transfer unto
PLEASE INSERT SOCIAL
SECURITY OR OTHER
IDENTIFYING NUMBER
OF ASSIGNEE
- ------------------------
/ /
- ----------------------- --------------------------------------------
Please print or typewrite name and address of assignee
- -----------------------------------------------------------------
the within Instrument of the said Company and do hereby
irrevocably constitute and appoint
, Attorney to transfer the
- -----------------------------------------------------
said Instrument on the books of the said Company with full power of substitution
in the premises.
Dated:
---------------------------
------------------------------
NOTICE THE SIGNATURE TO THIS
ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON
THE FACE OF THE INSTRUMENT IN
EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR
ANY CHANGE WHATEVER
