Registration No. 33-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933*
Ingersoll-Rand Company
(Exact name of registrant as specified in charter)
New Jersey 13-5156640
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 8738, Woodcliff Lake, New Jersey 07675
(Address of principal executive offices, including zip code)
Ingersoll-Rand Company Incentive Stock Plan of 1995*
(Full title of the plan)
PATRICIA NACHTIGAL, ESQ.
Vice President and General Counsel
Ingersoll-Rand Company
P.O. Box 8738
Woodcliff Lake, New Jersey 07675
(Name and address of agent for service)
(201) 573-0123
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of securities to be
registered: Common Stock, par value $2
Amount to be registered: 6,000,000 shares
Proposed maximum offering
price per share**: $39.4375
Proposed maximum aggregate
offering price**: $236,625,000
Amount of registration fee: $81,595
* This Registration Statement also includes a post-effective
amendment to Registration Statement No. 2-67834 for the
purpose of terminating such Registration Statement.
** Estimated solely for the purpose of determining the
registration fee (based on the average of the high and low
prices reported in the consolidated reporting system on
February 1, 1996).
Pursuant to Rule 429 under the Securities Act of 1933, as
amended, the Prospectus included herein constitutes a combined
prospectus relating to 2,764,155 shares of Common Stock
registered pursuant to Registration No. 33-35229 and to 166,100
shares of Common Stock registered pursuant to Registration No. 2-
98258.
INGERSOLL-RAND COMPANY
INCENTIVE STOCK PLAN OF 1980
Termination
On April 24, 1980, the shareholders of Ingersoll-Rand
Company (the "Company") approved the issuance of up to 800,000
shares of common stock of the Company under the Incentive Stock
Plan of 1980 of the Company (the "1980 Plan"). A Registration
Statement (Registration No. 2-67834) (the "Registration
Statement") covering the shares issuable under the 1980 Plan has
been in effect continuously since June 9, 1980. By virtue of a
five-for-two split of the Common Stock of the Company (made in
the form of a stock dividend), effective July 10, 1987, the
number of shares issuable under the 1980 Plan and covered by the
Registration Statement was increased by 1,200,000 and, by virtue
of a two-for-one split of the Common Stock (made in the form of a
stock dividend), effective June 1, 1992, the number of shares
issuable under the 1980 Plan and covered by the Registration
Statement was further increased by 2,000,000. Stock incentives
relating to a total of 3,459,330 shares were exercised by holders
of stock incentives granted under the 1980 Plan.
Pursuant to the terms of the 1980 Plan, the authority of the
Company to grant additional stock incentives expired on April 30,
1985. The last remaining unexercised stock incentives which were
outstanding under the 1980 Plan were exercised on January 13,
1994.
By the filing of this Post-Effective Amendment to the
Registration Statement, all 540,670 shares remaining under
expired and unexercised stock incentives or as to which stock
incentives were not granted are removed from registration.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and
Exchange Commission by Ingersoll-Rand Company (the "Company") are
hereby incorporated in this Registration Statement by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994.
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995.
(c) The Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995.
(d) The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995.
(e) The Company's Current Report on Form 8-K dated May 25,
1995, as amended.
(f) The Company's Current Report on Form 8-K dated June 5,
1995.
(g) The Company's Current Report on Form 8-K dated July 17,
1995.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of
filing 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
Registration Statement 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 such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The financial statements incorporated in this Registration
Statement by reference to the Annual Report on Form 10-K of the
Company for the year ended December 31, 1994, have been so
incorporated in reliance on the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as
experts in auditing and accounting.
II-1
Item 6. Indemnification of Directors and Officers.
Article Seventh of the Company's Restated Certificate of
Incorporation, as amended, provides that, to the fullest extent
permitted by the laws of the State of New Jersey, directors of
the Company shall not be personally liable to the Company or its
shareholders for damages for breach of any duty owned to the
Company or its shareholders, except that no such director or
officer shall be relieved from liability for any breach of duty
based upon an act or omission (i) in breach of such person's duty
of loyalty to the Company or its shareholders, (ii) not in good
faith or involving a knowing violation of law or (iii) resulting
in receipt by such person of an improper personal benefit.
Article Seventh also provides that each person who was or is
made a party or is threatened to be made a party to or is
involved in any pending, threatened or completed civil, criminal,
administrative or arbitrative action, suit or proceeding, by
reason of his or her being or having been a director or officer
of the Company, or by reason of his or her being or having been a
director, officer, trustee, employee or agent of any other
corporation or of any partnership, joint venture, employee
benefit plan or other entity or enterprise, serving as such at
the request of the Company, shall be indemnified and held
harmless by the Company to the fullest extent permitted by the
New Jersey Business Corporation Act (the "Act"), from and against
all reasonable costs, disbursements and attorneys' fees, and all
amounts paid or incurred in satisfaction of settlements,
judgments, fines and penalties, incurred or suffered in
connection with any such proceeding, and such indemnification
shall continue as to a person who has ceased to be a director,
officer, trustee, employee or agent and shall inure to the
benefit of his or her heirs, executors, administrators and
assigns; provided, however, that there shall be no
indemnification with respect to any settlement of any proceeding
unless the Company has given its prior consent to such settlement
or disposition. This right to indemnification includes the right
to be paid by the Company the expenses incurred in connection
with any proceeding in advance of the final disposition of such
proceeding as authorized by the Board of Directors; provided,
however, that, if the Act so requires, the payment of such
expenses shall be made only upon receipt by the Company of an
undertaking to repay all amounts so advanced unless it shall
ultimately be determined that such director or officer is
entitled to be indemnified.
Article Seventh also provides that the right to
indemnification thereunder is a contract right and gives
claimants certain rights with respect to claims for
indemnification not paid by the Company after 30 days following a
written request. Finally, Article Seventh provides that the
right to indemnification and advancement of expenses provided
thereby shall not exclude or be exclusive of any other rights to
which any person may be entitled under a certificate of
incorporation, by-law, agreement, vote of shareholders or
otherwise.
II-2
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1. Restated Certificate of Incorporation of Ingersoll-
Rand Company, as amended through May 28, 1992 (Incorporated by
reference to Form 10-K of Ingersoll-Rand Company for fiscal year
ended December 31, 1993).
4.2. By-Laws of Ingersoll-Rand Company, as amended through
August 1, 1995.
4.3. Rights Agreement, dated as of December 7, 1988, as
amended, by Amendment No. 1 thereto dated as of December 7, 1994
(Incorporated by reference from Form 8-A of Ingersoll-Rand
Company filed on December 12, 1988, and Form 8-A/A of Ingersoll-
Rand Company filed December 15, 1994).
4.4. Ingersoll-Rand Company Incentive Stock Plan of 1995
(Incorporated by reference from Exhibit A to the Company's Proxy
Statement for its Annual Meeting held on April 27, 1995).
5. Opinion of Patricia Nachtigal, Esq.*
23.1. Consent of Price Waterhouse LLP.*
23.2. Consent of Patricia Nachtigal, Esq. (included in the
opinion filed as Exhibit 5).*
24. Power of Attorney.*
* Filed herewith
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to
this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933 (the "Securities Act");
II-3
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
this Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in this Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information set forth in this Registration
Statement;
provided, however, that the undertakings set forth in
paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-
effective amendment by those paragraphs is contained
in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") that are
incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under
the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each
filing of any employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration
Statement shall be deemed to be a new registration
statement relating to the securities offered herein,
and the offering of such securities at that time shall
be deemed to the initial bona fide offering thereof.
II-4
(h) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to
directors, officers or controlling persons of the
Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed
in the Securities Act and is, therefore,
unenforceable.
In the event that a claim for indemnification against
such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding)
is asserted against the Registrant by such director,
officer or controlling person in connection with the
securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether
such indemnification by it is against policy as
expressed in the Securities Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Ingersoll-Rand Company certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in Woodcliff Lake, New Jersey, on this 9 day of
February, 1996.
INGERSOLL-RAND COMPANY
By: /s/ JAMES E. PERRELLA
(James E. Perrella)
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities indicated on February 9,
1996.
II-5
Signature Title
/s/ JAMES E. PERRELLA Chairman of the Board, President,
(James E. Perrella) Chief Executive Officer and
Director (Principal Executive
Officer)
/s/ THOMAS F. McBRIDE Senior Vice President and Chief
(Thomas F. McBride) Financial Officer (Principal
Financial Officer)
/s/ RICHARD A. SPOHN Controller - Accounting and
(Richard A. Spohn) Reporting (Principal Accounting
Officer)
/s/ THEODORE H. BLACK* Director
(Theodore H. Black)
/s/ BRENDAN T. BYRNE* Director
(Brendan T. Byrne)
/s/ JOSEPH P. FLANNERY* Director
(Joseph P. Flannery)
/s/ CONSTANCE J. HORNER* Director
(Constance J. Horner)
/s/ H. WILLIAM LICHTENBERGER* Director
(H. William Lichtenberger)
/s/ JOHN E. PHIPPS* Director
(John E. Phipps)
/s/ CEDRIC E. RITCHIE* Director
(Cedric E. Ritchie)
/s/ ORIN R. SMITH* Director
(Orin R. Smith)
/s/ RICHARD W. SWIFT* Director
(Richard W. Swift)
*By: /s/ THOMAS F. McBRIDE
(Thomas F. McBride),
Attorney-in-Fact
II-6
EXHIBIT INDEX
4.1. Restated Certificate of Incorporation of Ingersoll-
Rand Company, as amended through May 28, 1992 (Incorporated by
reference to Form 10-K of Ingersoll-Rand Company for fiscal year
ended December 31, 1993).
4.2. By-Laws of Ingersoll-Rand Company, as amended through
August 1, 1995.
4.3. Rights Agreement, dated as of December 7, 1988, as
amended, by Amendment No. 1 thereto dated as of December 7, 1994
(Incorporated by reference from Form 8-A of Ingersoll-Rand
Company filed on December 12, 1988, and Form 8-A/A of Ingersoll-
Rand Company filed December 15, 1994).
4.4. Ingersoll-Rand Company Incentive Stock Plan of 1995
(Incorporated by reference from Exhibit A to the Company's Proxy
Statement for its Annual Meeting held on April 27, 1995).
5. Opinion of Patricia Nachtigal, Esq.*
23.1. Consent of Price Waterhouse LLP.*
23.2. Consent of Patricia Nachtigal, Esq. (included in the
opinion filed as Exhibit 5).*
24. Power of Attorney.*
* Filed herewith
II-7
EXHIBIT 5
Ingersoll-Rand Company
200 Chestnut Ridge Road
P.O. Box 8738
Woodcliff Lake, New Jersey 07675-8738
February 9, 1996
Ingersoll-Rand Company
200 Chestnut Ridge Road
Woodcliff Lake, NJ 07675
Dear Sirs:
In connection with the registration on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as
amended (the "Act"), of 6,000,000 shares (the "Shares") of Common
Stock, par value $2 per share, of Ingersoll-Rand Company (the
"Company"), which may be issued pursuant to the terms of the
Company's Incentive Stock Plan of 1995 (the "Plan"), I hereby
advise you I am of the opinion that, upon issuance pursuant to
the terms of the Plan, the Shares will be validly issued, fully-
paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ Patricia Nachtigal
Patricia Nachtigal
Vice President and General Counsel
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January
31, 1995 included as part of Exhibit 13 - Ingersoll-Rand Company
Annual Report to Shareowners for 1994, which report is
incorporated by reference in Ingersoll-Rand Company's Annual
Report on Form 10-K for the year ended December 31, 1994. We
also consent to the incorporation by reference of our report on
the Financial Statement Schedule, which is included as part of
Item 14(a) of such Annual Report on Form 10-K. We also consent
to the reference to us under the heading "Interests of Named
Experts and Counsel" in Item 5 of such Registration Statement.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Morristown, New Jersey
February 9, 1996
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned,
INGERSOLL-RAND COMPANY, a New Jersey corporation (the
"Corporation"), and each of the undersigned directors and
officers of the Corporation, hereby constitute and appoint James
E. Perrella, Thomas F. McBride and Patricia Nachtigal, and each
of them severally, the undersigned's true and lawful attorneys
and agents, with power to act with or without the others and with
full power of substitution and resubstitution, to do any and all
acts and things and to execute any and all instruments which said
attorneys and agents and each of them may deem necessary or
desirable to enable the Corporation to comply with the Securities
Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission thereunder
in connection with the registration under such Act of up to
6,100,000 shares of Common Stock, par value $2 per share, of the
Corporation issuable pursuant to the Corporation's Incentive
Stock Plan of 1995 and the Ingersoll-Dresser Pump Company Phantom
Stock Option Plan, including specifically, but without limiting
the generality of the foregoing, power and authority to sign the
name of the Corporation and the name of the undersigned,
individually and in his or her capacity as a director or officer
of the Corporation, to one or more Registration Statements on
Form S-8 to be filed with the Securities and Exchange Commission
with respect to said securities, to any and all amendments,
including post-effective amendments, to such Registration
Statements, and to any and all instruments or documents filed as
a part of or in connection with such Registration Statements and
amendments; and each of the undersigned hereby ratifies and
confirms all that said attorneys and agents and each of them do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF each of the undersigned has subscribed
these presents this 7th day of June, 1995.
INGERSOLL-RAND COMPANY
By: /s/ James E. Perrella /s/ Alexander H. Massad
James E. Perrella Alexander H. Massad
Chairman, President and Director
Chief Executive Officer
/s/ Donald J. Bainton /s/ James E. Perrella
Donald J. Bainton James E. Perrella
Director Chairman, President and
Chief Executive Officer
/s/ Theodore H. Black /s/ John E. Phipps
Theodore H. Black John E. Phipps
Director Director
/s/ Brendan T. Byrne /s/ Cedric E. Ritchie
Brendan T. Byrne Cedric E. Ritchie
Director Director
/s/ Joseph P. Flannery /s/ Orin R. Smith
Joseph P. Flannery Orin R. Smith
Director Director
/s/ Constance Horner /s/ Richard J. Swift
Constance Horner Richard J. Swift
Director Director
/s/ H. William Lichtenberger
H. William Lichtenberger
Director
-2-
