Filed Pursuant to Rule 424(b)(5)
Registration No. 33-53811
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JUNE 30, 1994)
$150,000,000
INGERSOLL-RAND COMPANY
6.48% DEBENTURES DUE JUNE 1, 2025
The Debentures will mature on June 1, 2025. Interest on the Debentures is
payable semiannually on each June 1 and December 1, commencing on December 1,
1995. The Debentures may be repaid in whole or in part at the option of the
Holder thereof on June 1, 2005 (the "Repayment Date"), at their principal amount
plus accrued interest to the Repayment Date. See "Description of Debentures --
Repayment at Option of Holder."
The Debentures will be represented by one or more global certificates (the
"Global Securities") registered in the name of a nominee of The Depository Trust
Company, as Depositary (the "Depositary"). Beneficial interests in the
Debentures will be shown on, and transfers thereof will be effected only
through, records maintained by the participants of the Depositary. Except as
described in the Prospectus, Debentures in certificated form will not be issued
in exchange for the Global Securities.
-------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC (1) DISCOUNT (2) COMPANY (1)(3)
<S> <C> <C> <C>
Per Debenture..................... 99.969% .65% 99.319%
Total............................. $149,953,500 $975,000 $148,978,500
</TABLE>
(1) Plus accrued interest from June 1, 1995 to the date of delivery.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(3) Before deduction of expenses payable by the Company estimated at $100,000.
-------------------
The Debentures are offered subject to receipt and acceptance by the
Underwriters, to prior sale and to the Underwriters' right to reject any order
in whole or in part and to withdraw, cancel or modify the offer without notice.
It is expected that delivery of the Global Securities will be made through the
book-entry facilities of The Depository Trust Company on or about June 9, 1995.
-------------------
MERRILL LYNCH & CO.
CHASE SECURITIES, INC.
J.P. MORGAN SECURITIES INC.
UBS SECURITIES, INC.
-------------------
The date of this Prospectus Supplement is June 5, 1995.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE DEBENTURES
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
-------------------
USE OF PROCEEDS
The net proceeds to be received by Ingersoll-Rand Company (the "Company" or
"Ingersoll-Rand") from the sale of the Debentures offered hereby (the
"Debentures") will be used to repay a portion of bank indebtedness incurred in
connection with the acquisition of Clark Equipment Company ("Clark").
RECENT DEVELOPMENTS
On May 31, 1995, the Company completed the acquisition of Clark in a cash
merger transaction. Clark's business is the design, manufacture and sale of skid
steer loaders, asphalt paving equipment, and axles and transmissions for
off-highway equipment. Through its Club Car subsidiary, Clark is one of the
largest manufacturers of golf cars and light utility vehicles. For additional
information on the Clark acquisition, see the Company's Current Report on Form
8-K dated June 5, 1995 (the "Form 8-K").
S-2
<PAGE>
CAPITALIZATION
The following table sets forth the capitalization of the Company and its
consolidated subsidiaries as of March 31, 1995 and on a pro forma basis gives
effect to the acquisition of Clark and the incurrence of indebtedness to fund
the acquisition, including the issuance by the Company of the Debentures offered
hereby and the additional issuance of $150 million principal amount of the
Company's Debentures due 2025 offered simultaneously herewith.
<TABLE>
<CAPTION>
PRO FORMA AFTER
PRO FORMA AFTER DEBT
HISTORICAL CLARK ACQUISITION OFFERINGS(1)
---------- ----------------- ---------------
(THOUSANDS OF DOLLARS)
<S> <C> <C> <C>
Loans payable................................... $ 214,357 $ 330,122(2) $ 330,122(2)
Long-term debt.................................. 318,226 1,390,854(2) 1,390,854(2)
Noncurrent liabilities:
Postemployment liabilities.................... 519,294 818,170 818,170
Ingersoll-Dresser Pump Company minority
interest........................................ 159,589 159,589 159,589
Other liabilities............................. 51,604 153,270 153,270
Shareowners' equity:
Common stock, $2 par value.................... 218,529 218,529 218,529
Capital in excess of par...................... 45,175 109,707(3) 109,707(3)
Retained earnings............................. 1,430,404 1,430,404 1,430,404
---------- ----------------- ---------------
1,694,108 1,758,640 1,758,640
Less:
Treasury stock, at cost..................... (53,035) (9,814)(3) (9,814)(3)
LESOP....................................... -- (71,766)(3) (71,766)(3)
Foreign currency adjustments................ (36,364) (36,364) (36,364)
---------- ----------------- ---------------
Total shareowners' equity................. 1,604,709 1,640,696 1,640,696
---------- ----------------- ---------------
Total................................... $2,867,779 $ 4,492,701 $ 4,492,701
---------- ----------------- ---------------
---------- ----------------- ---------------
</TABLE>
- ------------
(1) Does not include expenses in connection with the sale by the Company of the
Debentures offered hereby, estimated to be $100,000.
(2) On May 31, 1995, the Company completed the acquisition of Clark at a cost of
approximately $1.5 billion, including transaction expenses. On May 31, 1995,
the Company borrowed approximately $1.5 billion under its credit facility to
finance the acquisition. On June 1, 1995, the Company used excess cash funds
to pay down the credit facility to $1 billion. The pro forma amounts in the
capitalization table reflect the refinancing of a portion of the debt used
by the Company to finance the acquisition under its five year credit
facility, to a longer term instrument.
(3) Reflects the assumed sale of the unallocated Clark shares in the Clark
Leveraged Employee Stock Ownership Plan ("LESOP") to the Company for $86 per
share and the assumed reinvestment of these funds by the LESOP after the
acquisition in 2,993,129 shares of Company treasury stock at an assumed
price of $36 per share. In addition, 1,993,513 of these shares will remain
as unallocated shares within the LESOP and accordingly, they are reflected
as a reduction of the Company's equity in the pro forma balance sheet.
See "Selected Unaudited Pro Forma Financial Data."
S-3
<PAGE>
SELECTED FINANCIAL INFORMATION
The following table sets forth certain additional financial information for
the Company for the three month period ended March 31, 1995 and the years ended
December 31, 1994, 1993 and 1992 and is qualified in its entirety by the
detailed information and financial statements included in the documents
incorporated herein by reference. See "Incorporation of Certain Documents by
Reference" in the accompanying Prospectus.
<TABLE>
<CAPTION>
THOUSANDS OF DOLLARS (EXCEPT PER SHARE DATA)
-----------------------------------------------------
THREE MONTH
PERIOD
ENDED YEAR ENDED DECEMBER 31,
MARCH 31, --------------------------------------
1995 1994 1993 1992
----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net sales.................................. $ 1,185,585 $4,507,470 $4,021,071 $3,783,787
Cost of goods sold......................... 893,111 3,377,049 3,016,690 2,881,861
Administrative, selling and service
engineering expenses....................... 203,277 753,414 707,867 646,687
Restructure of operations--charge.......... -- -- (5,000) (80,000)
----------- ---------- ---------- ----------
Operating income........................... 89,197 377,007 291,514 175,239
Interest expense........................... (8,964) (43,751) (51,955) (54,129)
Other income (expense), net................ (5,996) (14,734) (7,536) (734)
Dresser-Rand income........................ 300 24,600 33,090 27,630
Ingersoll-Dresser Pump Company minority
interest................................... (2,245) (13,182) (11,589) 34,988
----------- ---------- ---------- ----------
Earnings before income taxes, extraordinary
item and effect of accounting changes...... 72,292 329,940 253,524 182,994
Provision for income taxes................. 26,025 118,800 90,000 67,400
----------- ---------- ---------- ----------
Earnings before extraordinary item and
effect of accounting changes............. 46,267 211,140 163,524 115,594
Effect of accounting changes:
Postemployment benefits (net of income
tax benefit)........................... -- -- (21,000) --
Postretirement benefits other than
pensions (net of income tax benefit)... -- -- -- (332,000)
Income taxes............................. -- -- -- (18,000)
----------- ---------- ---------- ----------
Net earnings (loss)........................ $ 46,267 $ 211,140 $ 142,524 $ (234,406)
----------- ---------- ---------- ----------
----------- ---------- ---------- ----------
Earnings per share of common stock:
Earnings before effect of accounting
changes................................ $ 0.44 $ 2.00 $ 1.56 $ 1.11
Effect of accounting changes:
Postemployment benefits.................. -- -- (0.20) --
Postretirement benefits other than
pensions............................... -- -- -- (3.19)
Income taxes............................. -- -- -- (0.17)
----------- ---------- ---------- ----------
Net earnings (loss) per share............ $ 0.44 $ 2.00 $ 1.36 $ (2.25)
----------- ---------- ---------- ----------
----------- ---------- ---------- ----------
</TABLE>
S-4
<PAGE>
SELECTED UNAUDITED PRO FORMA FINANCIAL DATA
The following selected unaudited pro forma income statement data for the
year ended December 31, 1994 and for the three months ended March 31, 1995 gives
effect to the acquisition of Clark as if it had occurred at the beginning of the
periods presented. The unaudited pro forma balance sheet data gives effect to
the acquisition of Clark as if it had occurred on March 31, 1995. The pro forma
data presented below should be read in conjunction with the Company's
Consolidated Financial Statements and Pro Forma Condensed Consolidated Financial
Information and accompanying assumptions incorporated by reference herein or
included elsewhere herein. Such data is not necessarily indicative of the
results of operations that would have been achieved had the transactions
described above occurred on the dates indicated or that may be expected to occur
in the future as a result of such transactions.
PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENTS(1)
<TABLE>
<CAPTION>
THOUSANDS OF DOLLARS (EXCEPT RATIO AND PER SHARE DATA)
------------------------------------------------------------------------------------------
THREE MONTH PERIOD ENDED
MARCH 31, 1995 YEAR ENDED DECEMBER 31, 1994
--------------------------------------------- ------------------------------------------
INGERSOLL- CLARK INGERSOLL- INGERSOLL- CLARK INGERSOLL-
RAND HISTORICAL AND RAND RAND HISTORICAL AND RAND
HISTORICAL PRO FORMA PRO FORMA HISTORICAL PRO FORMA PRO FORMA
AMOUNTS ADJUSTMENTS(2)(3) AMOUNTS AMOUNTS ADJUSTMENTS(2)(3) AMOUNTS
----------- ----------------- ----------- ----------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net sales.................. $ 1,185,585 $ 361,929 $ 1,547,514 $ 4,507,470 $1,182,008 $ 5,689,478
Cost of goods sold......... 893,111 292,831 1,185,942 3,377,049 958,208 4,335,257
Administrative, selling and
service engineering
expenses................... 203,277 40,611 243,888 753,414 140,037 893,451
----------- -------- ----------- ----------- -------------- -----------
Operating income........... 89,197 28,487 117,684 377,007 83,763 460,770
Interest expense........... (8,964) (23,793) (32,757) (43,751) (95,721) (139,472)
Other income (expense),
net........................ (5,996) 2,743 (3,253) (14,734) 5,794 (8,940)
Dresser-Rand income........ 300 -- 300 24,600 -- 24,600
Ingersoll-Dresser Pump
Company minority
interest................... (2,245) -- (2,245) (13,182) -- (13,182)
----------- -------- ----------- ----------- -------------- -----------
Earnings before taxes...... 72,292 7,437 79,729 329,940 (6,164) 323,776
Provision for income
taxes...................... 26,025 4,753 30,778 118,800 6,231 125,031
----------- -------- ----------- ----------- -------------- -----------
Earnings from continuing
operations................. $ 46,267 $ 2,684 $ 48,951 $ 211,140 $ (12,395) $ 198,745
----------- -------- ----------- ----------- -------------- -----------
----------- -------- ----------- ----------- -------------- -----------
Earnings per common share
from continuing
operations................. $ 0.44 $ 0.02 $ 0.46 $ 2.00 $ (0.13) $ 1.87
----------- -------- ----------- ----------- -------------- -----------
----------- -------- ----------- ----------- -------------- -----------
Average common shares
outstanding for the
period..................... 105,566,461 999,616 106,566,077 105,458,116 999,616 106,457,732
Ratio of earnings to fixed
charges.................... 5.54 2.97 5.45 2.80
</TABLE>
- ------------
(1) Reference is made to the Form 8-K for the discussion of assumptions used in
preparing the pro forma presentation.
(2) Pro forma adjustments include the Clark pro forma adjustments for Blaw Knox,
Club Car and VME, where appropriate, and the Company's pro forma adjustments
for the acquisition of Clark.
(3) Clark's historical pro forma income statement includes only the results of
its operations through the "Income from continuing operations" line. Results
of discontinued operations and gains on the sale of VME and CAPCO Automotive
Products Corporation have not been included in the pro forma information
presented.
S-5
<PAGE>
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
THOUSANDS OF DOLLARS
MARCH 31, 1995
----------------------------------------------------------
INGERSOLL-RAND CLARK HISTORICAL AND INGERSOLL-RAND
HISTORICAL PRO FORMA PRO FORMA
AMOUNTS ADJUSTMENTS AMOUNTS
---------------- -------------------- --------------
<S> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents and marketable
securities............................. $ 249,718 $ (36,101) $ 213,617
Accounts and notes receivable............ 986,027 188,511 1,174,538
Inventories.............................. 755,820 203,495 959,315
Prepaid expenses and deferred taxes...... 169,063 41,964 211,027
---------------- ----------- --------------
Current assets......................... 2,160,628 397,869 2,558,497
Investments and advances................... 268,853 8,957 277,810
Property, plant and equipment, net......... 980,638 259,470 1,240,108
Intangible assets, net..................... 130,356 1,152,150 1,282,506
Other assets and deferred taxes............ 258,138 104,812 362,950
---------------- ----------- --------------
Total Assets....................... $3,798,613 $1,923,258 $5,721,871
---------------- ----------- --------------
---------------- ----------- --------------
LIABILITIES AND EQUITY
Current Liabilities:
Loans payable............................ $ 214,357 $ 115,765(1) $ 330,122(1)
Accounts payable and accruals............ 930,834 298,336 1,229,170
---------------- ----------- --------------
Current liabilities...................... 1,145,191 414,101 1,559,292
Long-term debt............................. 318,226 1,072,628(1) 1,390,854(1)
Other noncurrent liabilities............... 730,487 400,542 1,131,029
---------------- ----------- --------------
Total liabilities.................. 2,193,904 1,887,271 4,081,175
---------------- ----------- --------------
Shareowners' equity:
Common stock............................. 218,529 -- 218,529
Capital in excess of par................. 45,175 64,532(2) 109,707(2)
Retained earnings........................ 1,430,404 -- 1,430,404
---------------- ----------- --------------
1,694,108 64,532 1,758,640
Less--Treasury stock, at cost.............. (53,035) 43,221(2) (9,814)(2)
--LESOP................................ -- (71,766)(2) (71,766)(2)
--Foreign currency adjustments......... (36,364) -- (36,364)
---------------- ----------- --------------
Shareowners' equity........................ 1,604,709 35,987 1,640,696
---------------- ----------- --------------
Total liabilities and shareowners'
equity........................... $3,798,613 $1,923,258 $5,721,871
---------------- ----------- --------------
---------------- ----------- --------------
</TABLE>
- ------------
(1) On May 31, 1995, the Company completed the acquisition of Clark at a cost of
approximately $1.5 billion, including transaction expenses. On May 31, 1995,
the Company borrowed approximately $1.5 billion under its credit facility to
finance the acquisition. On June 1, 1995, the Company used excess cash funds
to pay down the credit facility to $1 billion. The pro forma amounts in the
pro forma condensed consolidated balance sheet reflect the refinancing of a
portion of the debt used by the Company to finance the acquisition under its
five year credit facility, to a longer term instrument.
(2) Reflects the assumed sale of the unallocated Clark shares in the Clark LESOP
to the Company for $86 per share and the assumed reinvestment of these funds
by the LESOP after the acquisition in 2,993,129 shares of Company treasury
stock at an assumed price of $36 per share. In addition, 1,993,513 of these
shares will remain as unallocated shares within the LESOP and accordingly,
they are reflected as a reduction of the Company's equity in this pro forma
balance sheet.
S-6
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
the Company for each of the years in the five year period ended December 31,
1994 and for the three month period ended March 31, 1995. For the purpose of
computing the ratios of earnings to fixed charges, earnings consist of earnings
before income taxes and fixed charges, excluding the Company's proportionate
share in the undistributed earnings (losses) of less than fifty-percent-owned
affiliates (accounted for using the equity method), minority interests and
capitalized interest. Fixed charges consist of interest (including capitalized
interest), amortization of debt discount and expense and that portion
(one-third) of rental expense deemed to be representative of an interest factor
included therein.
THREE MONTH
PERIOD ENDED YEAR ENDED DECEMBER 31, (1)
MARCH 31, ------------------------------------------
1995 1994 1993 1992 1991 1990
- ------------ ---- ---- ---- ---- ----
5.54(1) 5.45(1) 3.69(2) 2.45(3)(4) 3.42(3)(5) 3.89(3)
- ------------
(1) See "Selected Unaudited Pro Forma Financial Data" for information concerning
the pro forma impact of the Clark acquisition.
(2) The 1993 calculation includes the effect of the $5 million pretax charge
relating to the restructure of the Company's underground mining machinery
business. Excluding this amount, the ratio would have been 3.75.
(3) The Company's portion of the earnings and fixed charges of Dresser-Rand
Company (a joint venture formed effective January 1, 1987 with Dresser
Industries, Inc.) is included through September 30, 1992. Effective October
1, 1992, the Company's ownership interest in Dresser-Rand Company was
reduced from 50% to 49%.
(4) The 1992 calculation includes (i) the effect of the $10 million pretax
charge relating to the restructure of the Company's aerospace bearings
business and (ii) the full effect of the $70 million pretax restructure of
operations charge relating to Ingersoll-Dresser Pump Company. Excluding the
1992 restructure charges the ratio would have been 3.35.
(5) The 1991 ratio includes a $7.1 million net pretax benefit from a restructure
of operations. Excluding this amount the ratio would have been 3.34.
DESCRIPTION OF DEBENTURES
GENERAL
The Debentures are to be issued under an Indenture dated August 1, 1986 (as
supplemented, the "Indenture") between the Company and The Bank of New York, as
trustee (the "Trustee"). Provisions of the Indenture are more fully described
under "Description of Debt Securities" in the Prospectus to which reference is
hereby made.
The Debentures will mature on June 1, 2025. Interest on the Debentures will
accrue from June 1, 1995 and will be payable semiannually, on each June 1 and
December 1, beginning December 1, 1995, to the persons in whose names the
Debentures are registered at the close of business on the May 15 or November 15
prior to the payment date at the annual rate set forth on the cover page of this
Prospectus Supplement. Other than as described under the caption "Repayment at
Option of Holder", the Debentures may not be redeemed prior to maturity and will
not be subject to any sinking fund.
The Debentures will be issued only in book-entry form through the facilities
of the Depositary, and will be in denominations of $1,000 and integral multiples
thereof. Transfers or exchanges of beneficial interests in Debentures in
book-entry form may be effected only through a participating member of the
Depositary. See "Global Securities" below. As described in the Prospectus, under
certain circumstances Debentures may be issued in certificated form in exchange
for the Global Securities. In the event that
S-7
<PAGE>
Debentures are issued in certificated form, such Debentures may be transferred
or exchanged at the offices described in the immediately following paragraph.
Payments on Debentures issued in book-entry form will be made to the
Depositary. In the event Debentures are issued in certificated form, principal
and interest, if any, will be payable, the transfer of the Debentures will be
registrable, and Debentures will be exchangeable for Debentures bearing
identical terms and provisions at the office of the Trustee in The City of New
York designated for such purpose, provided that payment of interest may be made
at the option of the Company by check mailed to the address of the person
entitled thereto as shown on the Securities Register.
The terms of the Debentures do not afford the holders special protection in
the event of a highly leveraged transaction.
REPAYMENT AT OPTION OF HOLDER
The Debentures may be repaid in whole or in part in increments of $1,000 on
June 1, 2005 (the "Repayment Date"), at the option of the Holder thereof, at a
repayment price equal to 100% of the principal amount together with interest
thereon payable to the Repayment Date (the "Repayment Amount"). If the Repayment
Date is not a Business Day, the Company will pay the Repayment Amount for
Debentures 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's New
York facility, at 101 Barclay Street, 21st Floor, New York, New York 10286,
during the period from and including April 1, 2005 to and including May 1, 2005
or, if such is not a Business Day, the next succeeding Business Day (the
"Election Period"), (i) a Debenture with the form entitled "Option to Elect
Repayment" on the reverse side of the Debenture duly completed, or (ii) a
facsimile transmission or letter from a member of a national securities exchange
or the NASD or a commercial bank or a trust company in the United States of
America setting forth the name of the Holder of the Debenture, the principal
amount of the Debenture, the amount of the Debenture to be repaid, a statement
that the option to elect repayment is being exercised thereby and a guarantee
that the Debenture to be repaid with the entitled "Option to Elect Repayment" on
the reverse of the Debenture duly completed will be received by the Company not
later than five Business Days after the date of such facsimile transmission or
letter and such Debenture 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 Debenture for repayment will be determined by the Company, whose
determination will be final and binding. After the Election Period, the Holders
of the Debentures shall not have any option to elect repayment.
GLOBAL SECURITIES
The Debentures will be issued in whole or in part in the form of one or more
Global Securities deposited with, or on behalf of the Depositary, and registered
in the name of a nominee of the Depositary. Except under the limited
circumstances described in the Prospectus under "Description of Debt
Securities--Global Notes," owners of beneficial interests in Global Securities
will not be entitled to physical delivery of Debentures in certificated form.
Global Securities 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 nominee to a
successor of the Depositary or a nominee of such successor.
The Depositary has advised the Company and the Underwriters as follows: The
Depositary is a limited-purpose trust company organized under the Banking Law of
the State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934. The Depositary was created to hold securities
of its participants and
S-8
<PAGE>
to facilitate the clearance and settlement of securities transactions among its
participants in such securities through electronic computerized book-entry
changes in accounts of the participants, thereby eliminating the need for
physical movement of securities certificates. Direct participants include
securities brokers and dealers (including the Underwriters), banks, trust
companies, clearing corporations, and certain other organizations ("Direct
Participants"). The Depositary is owned by a number of its Direct Participants
and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and
the National Association of Securities Dealers, Inc. Access to the Depositary's
book-entry system is also available to others, such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship with
a Direct Participant, either directly or indirectly. Persons who are not
participants may beneficially own securities held by the Depositary only through
Direct Participants. The rules applicable to the Depositary and its participants
are on file with the Securities and Exchange Commission.
UNDERWRITING
Subject to the terms and conditions contained in an Underwriting Agreement
dated the date hereof, the Company has agreed to sell to each of the
Underwriters named below and each of the Underwriters has severally agreed to
purchase, the principal amount of Debentures set forth opposite its name below:
PRINCIPAL AMOUNT
UNDERWRITER OF DEBENTURES
- ------------------------------------------------------------ ----------------
Merrill Lynch, Pierce, Fenner & Smith
Incorporated..................................... $ 37,500,000
Chase Securities, Inc....................................... 37,500,000
J.P. Morgan Securities Inc.................................. 37,500,000
UBS Securities, Inc......................................... 37,500,000
----------------
Total............................................ $150,000,000
----------------
----------------
The Underwriting Agreement provides that the obligation of the Underwriters
to pay for and accept delivery of the Debentures is subject to the approval of
certain legal matters by its counsel and to certain other conditions. The
Underwriters are obligated to take and pay for all the Debentures if any are
taken.
The Underwriters have advised the Company that they propose to offer the
Debentures directly to the public at the public offering price set forth on the
cover page hereof and to certain dealers at a price that represents a concession
not in excess of .4% of the principal amount of the Debentures. The Underwriters
may allow, and such dealers may reallow, a concession not in excess of .25% of
the principal amount of the Debentures to certain other dealers. After the
initial public offering, the public offering price and the concession and
discount to dealers may be changed.
The Company has agreed to indemnify the Underwriters against certain
liabilities including liabilities under the Securities Act of 1933, as amended,
or contribute to payments the Underwriters may be required to make in respect
thereof.
The Company does not intend to apply for listing of the Debentures on a
national securities exchange but has been advised by the Underwriters that they
presently intend to make a market in the Debentures, as permitted by applicable
laws and regulations. The Underwriters are not obligated, however, to make a
market in the Debentures and any such market making may be discontinued at any
time at the sole discretion of the Underwriters. Accordingly, no assurance can
be given as to the liquidity of or trading markets for the Debentures.
S-9
<PAGE>
The Underwriters receive customary fees for ordinary brokerage transactions
with the Company and its affiliates. The Underwriters and their affiliates have
performed investment and commercial banking services in the ordinary course of
their respective businesses for the Company and its affiliates in the past, for
which they have received customary compensation, and may continue to do so in
the future. In connection with the acquisition of Clark, Merrill Lynch, Pierce,
Fenner & Smith Incorporated served as financial advisor to the Company for which
the Company paid a fee of $5.4 million. Chase Securities, Inc. and certain of
its affiliates received fees aggregating $6.0 million in connection with the
bank financing for the Clark acquisition. Affiliates of Chase Securities, Inc.,
J.P. Morgan Securities Inc. and UBS Securities, Inc. are lenders under the
Company's bank facilities and will receive a portion of the net proceeds from
this offering as a result of the repayment of a portion of the bank
indebtedness. See "Use of Proceeds." Because more than 10% of the net proceeds
of this offering will be paid to affiliates of Chase Securities, Inc., J.P.
Morgan Securities Inc. and UBS Securities, Inc., each a member of the National
Association of Securities Dealers, Inc. (the "NASD") and a participant in the
distribution of the Debentures, this offering is being made pursuant to the
provisions of Article III, Section 44(c)(8) of the NASD Rules of Fair Practice.
S-10
<PAGE>
PROSPECTUS
$300,000,000
INGERSOLL-RAND COMPANY
DEBT SECURITIES
------------------------
Ingersoll-Rand Company ("Ingersoll-Rand" or the "Company") from time to time
may sell its debt securities (the "Debt Securities"), in one or more series, up
to an aggregate principal amount of $300,000,000, on terms to be determined by
market conditions at the time of sale.
With respect to each series of Debt Securities, a supplement to this
Prospectus will be delivered (the "Prospectus Supplement") together with this
Prospectus setting forth the terms of such Debt Securities, including, where
applicable, the specific designation, aggregate principal amount, denominations,
maturity, interest rate (which may be fixed or variable) and time of payment of
interest, if any, coin or currency in which principal, premium, if any, and
interest, if any, will be payable, any terms for redemption, any terms for
sinking fund payments, the initial public offering price, the names of, the
principal amounts to be purchased by, and the compensation of underwriters,
dealers or agents, if any, any listing of the Debt Securities on a securities
exchange and the other terms in connection with the offering and sale of such
Debt Securities.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
The Debt Securities may be sold directly to purchasers or to or through
underwriters, dealers or agents. If any underwriters, dealers or agents are
involved in the sale of any Debt Securities, their names and any applicable fee,
commission or discount arrangements will be set forth in the Prospectus
Supplement. The net proceeds to the Company from sales of Debt Securities will
be set forth in the Prospectus Supplement and will be the purchase price of such
Debt Securities less attributable issuance expenses, including underwriters',
dealers' or agents' compensation arrangements. See "Plan of Distribution" for
indemnification arrangements for underwriters, dealers and agents.
------------------------
The date of this Prospectus is June 30, 1994.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "1934 Act") and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company can be inspected and copied at the Commission's public
reference facilities at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's regional offices located at 75
Park Place, 14th Floor, New York, New York 10007, and in the Kluczynski Federal
Building, 230 South Dearborn Street, Chicago, Illinois 60604. Copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Common
Stock of the Company is listed on the New York Stock Exchange, Inc., and
reports, proxy statements and other information concerning the Company may be
inspected at the office of such Exchange, 20 Broad Street, New York, N.Y. 10005.
This Prospectus does not contain all information set forth in the Registration
Statement (of which this Prospectus is a part) and the exhibits thereto which
the Company has filed with the Commission under the Securities Act of 1933, as
amended (the "Securities Act"), and to which reference is hereby made.
-------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1993 and the Company's quarterly report on Form 10-Q for the quarter ended
March 31, 1994 are incorporated herein by reference and made a part of this
Prospectus, and all documents filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date of
this Prospectus but prior to the termination of the offering of the Debt
Securities shall be deemed to be incorporated herein by reference and made a
part of this Prospectus from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus and any amendment or supplement hereto to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus or any
such amendment or supplement.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, on the written or oral
request of any such person, a copy of any or all of the foregoing documents
incorporated herein by reference (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference into such documents).
Requests should be directed to Ingersoll-Rand Company, P.O. Box 8738, Woodcliff
Lake, New Jersey 07675, Attention: R.G. Heller, Secretary (telephone
201-573-0123).
2
<PAGE>
THE COMPANY
Ingersoll-Rand manufactures and sells primarily non-electrical machinery and
equipment, including air compression systems, air tools, pumps, antifriction
bearings, pulp processing machinery, construction equipment, door hardware and
drilling equipment. The products manufactured by Ingersoll-Rand and its
subsidiaries and affiliates are sold principally under the name Ingersoll-Rand
and also under other names. The manufacturing and sales operations of
Ingersoll-Rand are conducted throughout the world.
Ingersoll-Rand was organized in 1905 under the laws of the State of New
Jersey as a consolidation of Ingersoll-Sergeant Drill Company and the Rand Drill
Company, whose businesses were established in the early 1870s. The Company's
principal executive offices are at 200 Chestnut Ridge Road, Woodcliff Lake, New
Jersey 07675 (telephone 201-573-0123). Unless the context otherwise requires,
the terms "Ingersoll-Rand" and "Company" refer to Ingersoll-Rand Company and its
consolidated subsidiaries.
USE OF PROCEEDS
The Company intends to apply the net proceeds from the sale of the Debt
Securities to which this Prospectus relates to its general funds to be used by
its management for capital expenditures and general corporate purposes,
including the repayment of debt incurred by the Company. Funds not required
immediately for such purposes may be invested in short-term obligations or used
to reduce the future level of the Company's commercial paper obligations.
DESCRIPTION OF DEBT SECURITIES
The following description of the Debt Securities sets forth certain general
terms and provisions of the Debt Securities to which any Prospectus Supplement
may relate. The particular terms of the Debt Securities offered by any
Prospectus Supplement (the "Offered Debt Securities") and the extent, if any, to
which such general provisions do not apply to the Offered Debt Securities will
be described in the Prospectus Supplement relating to such Offered Debt
Securities.
The Debt Securities to which this Prospectus relates will be issued under an
Indenture dated as of August 1, 1986, as supplemented (as so supplemented, the
"Indenture"), between the Company and The Bank of New York, as Trustee (the
"Trustee"), which is filed as an exhibit to the Registration Statement. The
following summaries of certain provisions of the Indenture do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, all the provisions of the Indenture, including the definitions therein of
certain terms. Numerical references in parentheses below are to sections in the
Indenture. Whenever particular sections or defined terms of the Indenture are
referred to, such sections or defined terms are incorporated herein by
reference.
GENERAL
The Indenture does not limit the amount of Debt Securities which may be
issued thereunder and provides that Debt Securities may be issued thereunder
from time to time in one or more series up to the aggregate principal amount
which may be authorized from time to time by the Company. All Debt Securities
will be unsecured and will rank pari passu with all other unsecured
unsubordinated indebtedness of the Company. Except as described below, the
Indenture does not limit the amount of other indebtedness or securities which
may be issued by the Company.
Reference is made to the Prospectus Supplement relating to the particular
series of Offered Debt Securities offered thereby for the following terms of
such series of Offered Debt Securities: (1) the designation, aggregate principal
amount and authorized denominations of such Offered Debt Securities; (2) the
purchase price of such Offered Debt Securities (expressed as a percentage of the
principal amount thereof); (3) the date or dates on which such Offered Debt
Securities will mature; (4) the rate
3
<PAGE>
or rates per annum, if any (which may be fixed or variable), at which such
Offered Debt Securities will bear interest or the method by which such rate or
rates will be determined; (5) the dates on which such interest will be payable
and the record dates for payment of interest, if any; (6) the coin or currency
in which payment of the principal of (and premium, if any) or interest, if any,
on such Offered Debt Securities will be payable; (7) the terms of any mandatory
or optional redemption (including any sinking fund) or any obligation of the
Company to repurchase Offered Debt Securities; (8) whether such Offered Debt
Securities are to be issued in whole or in part in the form of one or more
temporary or permanent global Debt Securities ("Global Notes") and, if so, the
identity of the depositary, if any, for such Global Note or Notes; and (9) any
other additional provisions or specific terms which may be applicable to that
series of Offered Debt Securities.
Principal, premium, if any, and interest, if any, will be payable, and the
Debt Securities will be transferable or exchangeable, at the office or agency of
the Company maintained for such purposes in the Borough of Manhattan, The City
of New York, provided that payment of interest on any Debt Securities may, at
the option of the Company, be made by check mailed to the registered holders.
Interest, if any, will be payable on any interest payment date to the persons in
whose names the Debt Securities are registered at the close of business on the
record date with respect to such interest payment date. (Sections 202, 305, 307
and 1002)
Unless otherwise indicated in the Prospectus Supplement relating thereto,
the Debt Securities will be issued only in fully registered form without coupons
in denominations of $1,000 or any integral multiple thereof. No service charge
will be made for any registration of, transfer or exchange of the Debt
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith. (Sections 302
and 305)
Some or all of the Debt Securities may be issued as discounted Debt
Securities (bearing no interest or interest at a rate which at the time of
issuance is below market rates) to be sold at a substantial discount below their
stated principal amount. Federal income tax consequences and other special
considerations applicable to any such discounted Debt Securities will be
described in the Prospectus Supplement relating thereto.
GLOBAL NOTES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Notes that will be deposited with or on behalf of a
depositary located in the United States (a "U.S. Depositary") identified in the
Prospectus Supplement relating to such series.
The specific terms of the depositary arrangement with respect to any Debt
Securities of a series will be described in the Prospectus Supplement relating
to such series. The Company anticipates that the following provisions will apply
to all depositary arrangements.
Unless otherwise specified in an applicable Prospectus Supplement, Debt
Securities which are to be represented by a Global Note to be deposited with or
on behalf of a U.S. Depositary will be represented by a Global Note registered
in the name of such depositary or its nominee. Upon the issuance of a Global
Note in registered form, the U.S. Depositary for such Global Note will credit,
on its book-entry registration and transfer system, the respective principal
amounts of the Debt Securities represented by such Global Note to the accounts
of institutions that have accounts with such depositary or its nominee
("participants"). The accounts to be credited shall be designated by the
underwriters or agents of such Debt Securities or by the Company, if such Debt
Securities are offered and sold directly by the Company. Ownership of beneficial
interests in such Global Notes will be limited to participants or persons that
may hold interests through participants. Ownership of beneficial interests by
participants in such Global Notes will be shown on, and the transfer of that
ownership interest will be effected only through, records maintained by the U.S.
Depositary or its nominee for such Global Note. Ownership of beneficial
interests in Global Notes by persons that hold through participants will be
shown on, and the transfer of that ownership interest within such participant
will be effected only through, records maintained by such participant. The laws
of some jurisdictions require that certain purchasers of
4
<PAGE>
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial interests in
a Global Note.
So long as the U.S. Depositary for a Global Note in registered form, or its
nominee, is the registered owner of such Global Note, such depositary or such
nominee, as the case may be, will be considered the sole owner or holder of the
Debt Securities represented by such Global Note for all purposes under the
Indenture governing such Debt Securities. Except as set forth below, owners of
beneficial interests in such Global Notes will not be entitled to have Debt
Securities of the series represented by such Global Note registered in their
names, will not receive or be entitled to receive physical delivery of Debt
Securities of such series in definitive form and will not be considered the
owners or holders thereof under the Indenture.
Payment of principal of, premium, if any, and any interest on Debt
Securities registered in the name of or held by a U.S. Depositary or its nominee
will be made to the U.S. Depositary or its nominee, as the case may be, as the
registered owner or the holder of the Global Note representing such Debt
Securities. None of the Company, the Trustee, any Paying Agent or the Security
Registrar for such Debt Securities will have any responsibility or liability for
any aspect of the records relating to or payments made on account of beneficial
ownership interests in a Global Note for such Debt Securities or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.
The Company expects that the U.S. Depositary for Debt Securities of a
series, upon receipt of any payment of principal, premium or interest in respect
of a permanent Global Note, will credit immediately participants' accounts with
payments in amounts proportionate to their respective beneficial interests in
the principal amount of such Global Note as shown on the records of such
depositary. The Company also expects that payments by participants to owners of
beneficial interests in such Global Note held through such participants will be
governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers in bearer form or registered
in "street name", and will be the responsibility of such participants.
A Global Note may not be transferred except as a whole by the U.S.
Depositary for such Global Note to a nominee of such depositary or by a nominee
of such depositary to such depositary or another nominee of such depositary or
by such depositary or any such nominee to a successor of such depositary or a
nominee of such successor. If a U.S. Depositary for Debt Securities of a series
is at any time unwilling or unable to continue as depositary and a successor
depositary is not appointed by the Company within ninety days, the Company will
issue Debt Securities in definitive registered form in exchange for the Global
Note or Notes representing such Debt Securities. In addition, the Company may at
any time and in its sole discretion determine not to have any Debt Securities in
registered form represented by one or more Global Notes and, in such event, will
issue Debt Securities in definitive form in exchange for the Global Note or
Notes representing such Debt Securities. In any such instance, an owner of a
beneficial interest in a Global Note will be entitled to physical delivery in
definitive form of Debt Securities of the series represented by such Global Note
equal in principal amount to such beneficial interest and to have such Debt
Securities registered in its name.
CERTAIN COVENANTS OF THE COMPANY
Limitation on Liens. Unless otherwise indicated in the Prospectus Supplement
relating to a series of Debt Securities, the Company will not, and will not
permit any Restricted Subsidiary to, create, assume or guarantee any
indebtedness for money borrowed, secured by any mortgage, lien, pledge, charge
or other security interest or encumbrance (hereinafter referred to as a
"Mortgage" or "Mortgages") on any Principal Property of the Company or a
Restricted Subsidiary or on any shares or Funded Indebtedness of a Restricted
Subsidiary (whether such Principal Property, shares or Funded Indebtedness are
now owned or hereafter acquired) without, in any such case, effectively
providing concurrently with the creation, assumption or guaranteeing of such
indebtedness that the Debt Securities (together, if the Company shall so
determine, with any other indebtedness then or thereafter existing, created,
assumed or guaranteed by the Company or such Restricted Subsidiary ranking
5
<PAGE>
equally with the Debt Securities) shall be secured equally and ratably with or
prior to such indebtedness. The Indenture excludes, however, from the foregoing
any indebtedness secured by a Mortgage (including any extension, renewal or
replacement of any Mortgage hereinafter specified or any indebtedness secured
thereby, without increase of the principal of such indebtedness) (i) on
property, shares or Funded Indebtedness of any corporation existing at the time
such corporation becomes a Restricted Subsidiary; (ii) on property existing at
the time of acquisition of such property, or to secure indebtedness incurred for
the purpose of financing the purchase price of such property or improvements or
construction thereon which indebtedness is incurred prior to or within 180 days
after the later of such acquisition, completion of such construction or the
commencement of commercial operation of such property; (iii) on property, shares
or Funded Indebtedness of a corporation existing at the time such corporation is
merged into or consolidated with the Company or a Restricted Subsidiary, or at
the time of a sale, lease or other disposition of the properties of a
corporation as an entirety or substantially as an entirety to the Company or a
Restricted Subsidiary; (iv) on property of a Restricted Subsidiary to secure
indebtedness of such Restricted Subsidiary to the Company or another Restricted
Subsidiary; (v) on property of the Company or a Restricted Subsidiary in favor
of the United States of America or any State thereof, or any department, agency
or instrumentality or political subdivision of the United States of America or
any State thereof, to secure partial, progress, advance or other payments
pursuant to any contract or statute or to secure any indebtedness incurred for
the purpose of financing all or any part of the purchase price or the cost of
constructing or improving the property subject to such Mortgage; or (vi)
existing at the date of the Indenture; provided, however, that any Mortgage
permitted by any of the foregoing clauses (i), (ii), (iii) and (v) shall not
extend to or cover any property of the Company or such Restricted Subsidiary, as
the case may be, other than the property specified in such clauses and
improvements thereto. (Section 1004) See also "Exempted Indebtedness" below.
Limitation on Sale and Leaseback Transactions. Unless otherwise indicated in
the Prospectus Supplement relating to a series of Debt Securities, sale and
leaseback transactions (which are defined in the Indenture to exclude leases
expiring within three years of making, leases between the Company and a
Restricted Subsidiary or between Restricted Subsidiaries and any lease of part
of a Principal Property, which has been sold, for use in connection with the
winding up or termination of the business conducted on such Principal Property)
by the Company or any Restricted Subsidiary of any Principal Property are
prohibited, unless (a) the Company would be entitled to incur indebtedness
secured by a Mortgage on such Principal Property (see "Limitations on Liens"
above) or (b) an amount equal to the fair value of the Principal Property so
leased (as determined by the Board of Directors of the Company) is applied
within 180 days to the retirement (otherwise than by payment at maturity or
pursuant to mandatory sinking funds) of Debt Securities or Funded Indebtedness
of the Company or any Restricted Subsidiary on a parity with the Debt Securities
or to purchase, improve or construct Principal Properties. (Section 1005) See
also "Exempted Indebtedness" below.
Exempted Indebtedness. Notwithstanding the limitations on Mortgages and sale
and leaseback transactions described above, the Company or any Restricted
Subsidiary may, in addition to amounts permitted under such restrictions,
create, assume or guarantee secured indebtedness or enter into sale and
leaseback transactions which would otherwise be prohibited, provided that at the
time of such event, and after giving effect thereto, the sum of such outstanding
secured indebtedness plus the Attributable Debt in respect of such sale and
leaseback transactions (other than sale and leaseback transactions entered into
prior to the date of the Indenture and sale and leaseback transactions whose
proceeds have been applied in accordance with clause (b) under "Limitation on
Sale and Leaseback Transactions") does not exceed 5% of the shareholders' equity
in the Company and its consolidated Subsidiaries. (Section 1004) "Attributable
Debt" means, as of any particular time, the then present value of the total net
amount of rent required to be paid under such leases during the remaining terms
thereof (excluding any renewal term unless the renewal is at the option of the
lessor), discounted at the actual interest factor included in such rent, or, if
such interest factor is not readily determinable, then at the rate of 8 3/8% per
annum. (Section 1004)
6
<PAGE>
Restrictions Upon Merger and Sales of Assets. Upon any consolidation or
merger of the Company with or into any other corporation or any sale, conveyance
or lease of all or substantially all the property of the Company to any other
corporation, the corporation (if other than the Company) formed by such
consolidation, or into which the Company shall have been merged, or the
corporation which shall have acquired or leased such property (which corporation
shall be a solvent corporation organized under the laws of the United States of
America or a State thereof or the District of Columbia) shall expressly assume
the due and punctual payment of the principal of and premium, if any, and
interest, if any, on all of the Debt Securities. The Company will not so
consolidate or merge, or make any such sale, lease or other disposition, and the
Company will not permit any other corporation to merge into the Company, unless
immediately after giving effect thereto, the Company or such successor
corporation, as the case may be, will not be in default under the Indenture.
(Section 801) If, upon any such consolidation, merger, sale, conveyance or
lease, or upon any consolidation or merger of any Restricted Subsidiary, or upon
the sale, conveyance or lease of all or substantially all the property of any
Restricted Subsidiary to any other corporation, any Principal Property or any
shares or Funded Indebtedness of any Restricted Subsidiary would become subject
to any Mortgage, the Company will secure the due and punctual payment of the
principal of, premium, if any, and interest, if any, on the Debt Securities
(together with, if the Company shall so determine, any other indebtedness of or
guarantee by the Company or such Restricted Subsidiary ranking equally with the
Debt Securities) by a Mortgage, the lien of which will rank prior to the lien of
such Mortgage of such other corporation on all assets owned by the Company or
such Restricted Subsidiary. (Section 802)
Certain Definitions. The term "Principal Property" means any manufacturing
plant or other manufacturing facility of the Company or any Restricted
Subsidiary, which plant or facility is located within the United States of
America, except any such plant or facility which the Board of Directors by
resolution declares is not of material importance to the total business
conducted by the Company and its Restricted Subsidiaries. The term "Funded
Indebtedness" means indebtedness created, assumed or guaranteed by a person for
money borrowed which matures by its terms, or is renewable by the borrower to a
date, more than one year after the date of its original creation, assumption or
guarantee. The term "Restricted Subsidiary" means any Subsidiary which owns a
Principal Property excluding, however, any corporation the greater part of the
operating assets of which are located or the principal business of which is
carried on outside the United States of America. The term "Subsidiary" means any
corporation of which at least a majority of the outstanding stock having voting
power under ordinary circumstances to elect a majority of the board of directors
of said corporation shall at the time be owned by the Company or by the Company
and one or more Subsidiaries or by one or more Subsidiaries. (Section 101)
EVENTS OF DEFAULT
As to each series of Debt Securities, an Event of Default is defined in the
Indenture as being: default in payment of any interest or any sinking fund
payment on such series which continues for 30 days; default in payment of any
principal or premium, if any, on such series; default after written notice in
performance of any other covenant in the Indenture (other than a covenant
included solely for the benefit of Debt Securities of another series) which
continues for 90 days; certain events in bankruptcy, insolvency or
reorganization; or other Events of Default specified in or pursuant to a Board
Resolution or in a supplemental indenture. The Indenture provides that the
Trustee may withhold notice to the holders of Debt Securities of such series of
any default (except in payment of principal of or interest, if any, or premium,
if any, on such series or in payment of any sinking fund installment on such
series) if the Trustee considers it in the interest of such holders to do so.
(Sections 501 and 602)
In case an Event of Default shall occur and be continuing with respect to
the Debt Securities of any series, the Trustee or the holders of not less than
25% in aggregate principal amount of the Debt Securities then outstanding of
that series may declare the principal of the Debt Securities of such series (or,
if the Debt Securities of that series were issued as discounted Debt Securities,
such portion of the
7
<PAGE>
principal as may be specified in the terms of that series) to be due and
payable. Any Event of Default with respect to the Debt Securities of any series
(except defaults in payment of principal or premium, if any, or interest, if
any, on the Debt Securities of such series) may be waived by the holders of a
majority in aggregate principal amount of the Debt Securities of that series
then outstanding. (Sections 502 and 513)
Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default shall occur and be continuing, the Trustee
is under no obligation to exercise any of the rights or powers under the
Indenture at the request, order or direction of any of the holders of Debt
Securities, unless such holders shall have offered to the Trustee reasonable
security or indemnity. (Section 603) Subject to such provisions for the
indemnification of the Trustee and certain limitations contained in the
Indenture, the holders of a majority in principal amount of the Debt Securities
of any series then outstanding shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee, with respect to the
Debt Securities of such series. (Sections 512 and 603) The Company is required
annually to deliver to the Trustee an officers' certificate stating whether or
not the signers have knowledge of any default in performance by the Company of
the covenants described above. (Section 1007)
DEFEASANCE
The Indenture provides that the Company, at its option, (a) will be
discharged from any and all obligations with respect to any series of Debt
Securities (except for certain obligations which include registering the
transfer or exchange of the Debt Securities, replacing stolen, lost or mutilated
Debt Securities, maintaining payment agencies and holding monies for payment in
trust) or (b) need not comply with certain restrictive covenants of the
Indenture as to any series of Debt Securities (as described above under "Certain
Covenants of the Company--Limitation on Liens", "Limitation on Sale and
Leaseback Transactions" and the last sentence of "Restrictions Upon Merger and
Sales of Assets"), in each case upon the deposit with the Trustee (and in the
case of a discharge 91 days after such deposit), in trust, of money, or U.S.
Government Obligations, or a combination thereof, which, through the payment of
interest thereon and principal thereof in accordance with their terms, will
provide money, in an amount sufficient to pay all the principal (including any
mandatory sinking fund payments, if any) of, and interest, if any, on the Debt
Securities of such series on the dates such payments are due in accordance with
the terms of such Debt Securities to their stated maturities or to and including
a redemption date which has been irrevocably designated by the Company for
redemption of such Debt Securities. To exercise any such option, the Company is
required to meet certain conditions, including delivering to the Trustee an
opinion of counsel to the effect that the deposit and related defeasance would
not cause the holders of the Debt Securities to recognize income, gain or loss
for Federal income tax purposes and, in the case of a discharge pursuant to
clause (a), accompanied by a ruling of the United States Internal Revenue
Service ("IRS") to such effect or an opinion of counsel to such effect based
upon a ruling of the IRS. (Sections 403 and 1006)
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of not less than 66 2/3% in principal amount of
the outstanding Debt Securities of all series affected by such modification
(voting as one class), to modify the Indenture or the rights of the holders of
the Debt Securities, except that no such modification shall, without the consent
of the holder of each Debt Security so affected, (i) change the maturity of any
Debt Security, or reduce the rate or extend the time of payment of interest
thereon, or reduce the principal amount thereof (including, in the case of a
discounted Debt Security, the amount payable thereon in the event of
acceleration) or any redemption premium thereon, or change the place or medium
of payment of such Debt Security, or impair the right of any holder to institute
suit for payment thereof or (ii) reduce the percentage of Debt Securities, the
8
<PAGE>
consent of the holders of which is required for any such modification or for
certain waivers under the Indenture. (Section 902)
CONCERNING THE TRUSTEE
The Company may from time to time maintain lines of credit and have other
customary banking relationships with the Trustee and its affiliated banks, and
the Trustee serves as trustee under another indenture for outstanding unsecured
debt obligations of the Company.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities to which this Prospectus relates to
or for resale to the public through one or more underwriters, acting alone or in
underwriting syndicates led by one or more managing underwriters, and also may
sell such Debt Securities directly to other purchasers or dealers or through
agents.
The distribution of Debt Securities may be effected from time to time in one
or more transactions at a fixed price or prices, which may be changed from time
to time, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. Each Prospectus
Supplement will describe the method of distribution of the Offered Debt
Securities.
In connection with the sale of Debt Securities, such underwriters, dealers
and agents may receive compensation from the Company, or from purchasers of Debt
Securities for whom they may act as agents, in the form of discounts,
concessions or commissions. Underwriters, dealers and agents that participate in
the distribution of Debt Securities and, in certain cases, direct purchasers
from the Company, may be deemed to be "underwriters" and any discounts or
commissions received by them and any profit on the resale of Debt Securities by
them may be deemed to be underwriting discounts and commissions under the
Securities Act. Any such underwriters, dealers or agents will be identified and
any such compensation will be described in the Prospectus Supplement.
Under agreements which may be entered into by the Company, underwriters,
dealers and agents who participate in the distribution of Debt Securities may be
entitled to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act. The place and time of delivery
for Offered Debt Securities in respect of which this Prospectus is delivered are
set forth in the accompanying Prospectus Supplement.
LEGAL MATTERS
Certain legal matters with respect to the Debt Securities will be passed
upon for the Company by Patricia Nachtigal, Vice President and General Counsel
of the Company, and for the underwriters, dealers or other agents, if any, by
Simpson Thacher & Bartlett (a partnership which includes professional
corporations), 425 Lexington Avenue, New York, New York 10017. Simpson Thacher &
Bartlett renders legal services to the Company on a regular basis.
EXPERTS
The financial statements incorporated in this Prospectus by reference to
Ingersoll-Rand Company's Annual Report on Form 10-K for the year ended December
31, 1993 have been so incorporated in reliance on the reports of Price
Waterhouse, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
9
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR BY THE UNDERWRITERS. NEITHER THIS PROSPECTUS
SUPPLEMENT NOR THE ACCOMPANYING PROSPECTUS CONSTITUTES AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN
WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS NOR ANY SALE MADE
HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
-------------------
TABLE OF CONTENTS
PAGE
----
PROSPECTUS SUPPLEMENT
Use of Proceeds....................... S-2
Recent Developments................... S-2
Capitalization........................ S-3
Selected Financial Information........ S-4
Selected Unaudited Pro Forma Financial
Data.................................. S-5
Ratio of Earnings to Fixed Charges.... S-7
Description of Debentures............. S-7
Underwriting.......................... S-9
PROSPECTUS
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
The Company........................... 3
Use of Proceeds....................... 3
Description of Debt Securities........ 3
Plan of Distribution.................. 9
Legal Matters......................... 9
Experts............................... 9
$150,000,000
INGERSOLL-RAND COMPANY
6.48% DEBENTURES DUE 2025
---------------------
PROSPECTUS SUPPLEMENT
---------------------
MERRILL LYNCH & CO.
CHASE SECURITIES, INC.
J.P. MORGAN SECURITIES INC.
UBS SECURITIES, INC.
JUNE 5, 1995
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
