Registration No. 333-______
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 its charter)
New Jersey 13-5156640
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
P.O. Box 8738
Woodcliff Lake, NJ 07675
(Address, including zip code, of Registrant's principal executive office)
Ingersoll-Rand Savings
and Stock Investment Plan
Ingersoll-Rand/Thermo King Savings
and Stock Investment Plan
Thermo King de Puerto Rico
Retirement Savings Plan
(Full title of the Plans)
Patricia Nachtigal, Esq.
Vice President and General Counsel
Ingersoll-Rand Company
P.O. Box 8738
Woodcliff Lake, New Jersey 07675
(201) 573-0123
(Name, address, including zip code, and telephone number, including area
code, of Registrant's agent for service)
Copies to:
James M. Cotter, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000
CALCULATION OF REGISTRATION FEE
Proposed
Maximum Proposed
Amount Offering Maximum Amount of
to be Price Aggregate Registrat
Title of Securities to be Registe Per Offering ion Fee
Registered red Share(a) Price (a) (a)
Common Stock, par value 6,100,000 $41.53 $253,333,000 $74,733
$2(b)(c)
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(a) Pursuant to Rule 457(h)(l) under the Securities Act of 1933, the
proposed maximum offering price per share, the proposed maximum
aggregate offering price and the amount of registration fee have been
computed on the basis of the average of the high and low prices of the
Common Stock reported on the New York Stock Exchange Composite Tape on
December 9, 1997.
(b) 5,000,000 shares issuable under the Ingersoll-Rand Savings and Stock
Investment Plan, 1,000,000 shares issuable under the Ingersoll-
Rand/Thermo King Savings and Stock Investment Plan and 100,000 shares
issuable under the Thermo King de Puerto Rico Retirement Savings Plan.
(c) Includes Preference Stock Purchase Rights which, prior to the occurrence
of certain events will not be exercisable or evidenced separately from
the Common Stock.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Ingersoll-Rand Company (the "Company"
or the "Registrant") (File No. 1-985) with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are hereby incorporated by reference
in this Registration Statement:
(a) Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1997, June 30, 1997 and September 30, 1997.
(c) Current Reports on Form 8-K dated September 12, 1997, October
31, 1997, as amended by Form 8-K/A dated October 31, 1997, November 7,
1997, November 19, 1997, November 19, 1997, November 20, 1997 and
November 21, 1997.
(d) The description of the Company Common Stock contained in the
Company's Registration Statement filed under Section 12 of the Exchange
Act, including any amendments or reports filed for the purpose of
updating such description.
(e) The description of the Company's Preferred Share Purchase Rights
contained in the Company's Registration Statement on Form 8-A filed on
December 12, 1988 as amended by Form 8A/A filed on December 15, 1994.
All documents filed by the Company pursuant to Section 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 to this Registration
Statement indicating that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be part
hereof 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
Registration Statement to the extent that a statement contained herein or in
any 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 required.
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, 1996, 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.
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 owed 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
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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.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed as part of this Registration Statement:
4(i) Certificate of Amendment to Restated Certificate of
Incorporation of Ingersoll-Rand Company, filed August 20,
1997. Incorporated by reference to Exhibit 4.2 to
Ingersoll-Rand Company Registration Statement on Form S-3,
File No. 333-37019.
4(ii) Certificate of Amendment to Restated Certificate of
Incorporation of Ingersoll-Rand Company filed May 28, 1992.
Incorporated by reference to Exhibit 3(i) to Form 10-K of
Ingersoll-Rand Company for Fiscal Year Ended December 31,
1993.
4(iii) Restated Certificate of Incorporation of Ingersoll-Rand
Company as amended through May 28, 1992. Incorporated by
reference to Exhibit 3(ii) to Form 10-K of Ingersoll-Rand
Company for Fiscal Year Ended December 31, 1993.
4(iv) By-Laws of Ingersoll-Rand Company, as amended through
September 1, 1997. Incorporated by reference to Exhibit 4.3
to Ingersoll-Rand Company Registration Statement on Form S-3,
File No. 333-37019.
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4(v) Rights Agreement, dated as of December 7, 1988, as amended,
by Amendment No. 1 thereto dated as of December 7, 1994.
Incorporated by reference to Exhibit 1 to Form 8-A of
Ingersoll-Rand Company filed on December 12, 1988, and
Exhibit 2 to Form 8-A/A of Ingersoll-Rand Company filed
December 15, 1994.
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
Item 9. Undertakings
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 "Act");
(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 (except to the extent the information required to be
included by clauses (i) or (ii) is contained in periodic reports filed by the
Company pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference into 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 in this Registration Statement.
(2) That, for the purposes of determining any liability under the 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.
(4) That, for purposes of determining any liability under the Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or 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 therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the 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 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 public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 12th day of
December, 1997.
INGERSOLL-RAND COMPANY
(Registrant)
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 and on the date indicated.
Signature Title Date
James E. Perrella* Chairman of the Board, President,
James E. Perrella Chief Executive Officer and
Director (Principal Executive
Officer)
Gerard V. Geraghty* Vice President and Comptroller
Gerard V. Geraghty (Principal Accounting and Principal
Financial Officer)
Joseph P. Flannery* Director
Joseph P. Flannery
Constance J. Horner* Director
Constance J. Horner
H. William Lichtenberger* Director
H. William Lichtenberger
Theodore E. Martin* Director
Theodore E. Martin
Orin R. Smith* Director
Orin R. Smith
Richard J. Swift* Director
Richard J. Swift
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J. Frank Travis* Director
J. Frank Travis
Tony L. White* Director
Tony L. White
*By /s/ Patricia Nachtigal
Attorney-in-Fact December 12, 1997
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
Number
4(i) Certificate of Amendment to Restated Certificate of
Incorporation of Ingersoll-Rand Company, filed August 20,
1997. Incorporated by reference to Exhibit 4.2 to
Ingersoll-Rand Company Registration Statement on Form S-3,
File No. 333-37019.
4(ii) Certificate of Amendment to Restated Certificate of
Incorporation of Ingersoll-Rand Company filed May 28, 1992.
Incorporated by reference to Exhibit 3(i) to Form 10-K of
Ingersoll-Rand Company for Fiscal Year Ended December 31,
1993.
4(iii) Restated Certificate of Incorporation of Ingersoll-Rand
Company as amended through May 28, 1992. Incorporated by
reference to Exhibit 3(ii) to Form 10-K of Ingersoll-Rand
Company for Fiscal Year Ended December 31, 1993.
4(iv) By-Laws of Ingersoll-Rand Company, as amended through
September 1, 1997. Incorporated by reference to Exhibit
4.3 to Ingersoll-Rand Company Registration Statement on
Form S-3, File No. 333-37019.
4(v) Rights Agreement, dated as of December 7, 1988, as amended,
by Amendment No. 1 thereto dated as of December 7, 1994.
Incorporated by reference to Exhibit 1 to Form 8-A of
Ingersoll-Rand Company filed on December 12, 1988, and
Exhibit 2 to Form 8-A/A of Ingersoll-Rand Company filed
December 15, 1994.
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
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 February 4, 1997 which is included
as part of Exhibit 13 - the Ingersoll-Rand Company Annual Report to
Shareowners for 1996, which is incorporated by reference in Ingersoll-Rand
Company's Annual Report on Form 10-K for the year ended December 31, 1996.
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.
PRICE WATERHOUSE LLP
Morristown, New Jersey
December 12, 1997
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of Ingersoll-Rand Company (the "Company") in their respective
capacities set forth below constitutes and appoints James E. Perrella, J.
Frank Travis and Patricia Nachtigal, and each of them, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to do any and all acts and all things and to execute
any and all instruments which said attorney and agent may deem necessary or
desirable to enable the Company 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 shares of Common Stock of the Company ("Common Stock") to be issued to
employees of the Company or its subsidiaries pursuant to the Ingersoll-Rand
Savings and Stock Investment Plan, the Ingersoll-Rand/Thermo King Savings and
Stock Investment Plan and the Thermo King de Puerto Rico Retirement Savings
Plan, to the extent that any such registration may be required in the opinion
of the executive officers of the Company, upon the advice of counsel,
including without limitation, the power and authority to sign the name of the
undersigned individual in the capacity indicated below opposite the name of
such individual to the Registration Statement on Form S-8 or any Form
relating to the registration of such Common Stock, to be filed with the
Securities and Exchange Commission with respect to said Common Stock, to sign
any and all amendments (including post-effective amendments) and supplements
to such Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
Signature Title Date
/s/ James E. Perrella Chairman of the Board, President, December 3, 1997
James E. Perrella Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Gerard V. Geraghty Vice President and Comptroller December 3, 1997
Gerard V. Geraghty (Principal Accounting and Principal
Financial Officer)
/s/ Joseph P. Flannery Director December 3, 1997
Joseph P. Flannery
/s/ Constance J. Horner Director December 3, 1997
Constance J. Horner
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/s/ H. William Lichtenburger Director December 3, 1997
H. William Lichtenberger
/s/ Theodore E. Martin Director December 3, 1997
Theodore E. Martin
/s/ Orin R. Smith Director December 3, 1997
Orin R. Smith
/s/ Richard J. Swift Director December 3, 1997
Richard J. Swift
/s/ J. Frank Travis Director December 3, 1997
J. Frank Travis
/s/ Tony L. White Director December 3, 1997
Tony L. White
