As filed with the Securities and Exchange Commission on October 2, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM S-3
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 (I.R.S. Employer
of incorporation or organization) Identification Number)
INGERSOLL-RAND FINANCING I INGERSOLL-RAND FINANCING II
A Delaware Statutory Business Trust A Delaware Statutory Business Trust
(I.R.S. Employer Identification (I.R.S. Employer Identification
Number Pending) Number Pending)
200 Chestnut Ridge Road
Woodcliff Lake, New Jersey 07675
(201) 573-0123
(Address, including zip code, and telephone number, including area code, of
principal executive offices)
-----------------------------
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 agent for service)
-----------------------------
Copy to:
John B. Tehan, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
-----------------------------
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
-----------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: /x/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
<PAGE>
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Offering Price per Aggregate Offering Amount of
Securities to be Registered Registered Unit<F1> Price<F1> Registration Fee
<S> <C> <C> <C> <C>
Common Stock, $2 par value per
share<F2> . . . . . . . . . . . . . . .
Preference Stock<F3> . . . . . . . . .
Debt Securities<F4> . . . . . . . . . .
Stock Purchase Contracts<F5> . . . . .
Stock Purchase Units<F6> . . . . . . .
Trust Preferred Securities of
Ingersoll-Rand Financing I<F7> . . . .
Trust Preferred Securities of
Ingersoll-Rand Financing II<F7> . . . .
Guarantees of Trust Preferred
Securities<F8> . . . . . . . . . . . .
Total $1,050,000,000 100% <F9> $1,050,000,000 $318,182
<FN>
<F1> Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o).
<F2> Subject to note (9) below, there are being registered hereunder an
indeterminate number of shares of Common Stock as may be sold, from time
to time, by the Company. There are also being registered hereunder an
indeterminate number of shares of Common Stock as shall be issuable upon
(i) conversion, redemption or exchange of Preference Stock or Debt
Securities or (ii) settlement of the Stock Purchase Contracts or Stock
Purchase Units registered hereby. The Common Stock being registered
includes associated Series A Preference Stock Purchase Rights.
<F3> Subject to note (9) below, there are being registered hereunder an
indeterminate number of shares of Preference Stock as may be sold, from
time to time, by the Company, and an indeterminate number of shares of
Preference Stock as shall be issuable upon conversion, redemption or
exchange of Debt Securities registered hereby.
<F4> Subject to note (9) below, there are being registered hereunder an
indeterminate principal amount of Debt Securities as may be sold from
time to time by the Company, and an indeterminate principal amount of
Debt Securities as shall be issuable upon conversion or exchange of
Preference Stock registered hereby. If any Debt Securities are being
issued at an original issue discount, then the offering price shall be
in such greater principal amount as shall result in an aggregate initial
<PAGE>
offering price not to exceed $1,050,000,000 less the dollar amount of
any securities previously issued hereunder.
<F5> Subject to note (9) below, there are being registered hereunder an
indeterminate number of Stock Purchase Contracts as may be sold from
time to time by the Company.
<F6> Subject to note (9) below, there are being registered hereunder an
indeterminate number of Stock Purchase Units.
<F7> Subject to note (9) below, there are being registered hereunder an
indeterminate amount of Trust Preferred Securities.
<F8> Subject to note (9) below, there are being registered hereunder an
indeterminate amount of Guarantees of Trust Preferred Securities as
may be sold from time to time. No separate consideration will be received
for any Trust Preferred Guarantees.
<F9> In no event will the aggregate initial offering price of all securities
issued from time to time pursuant to this Registration Statement exceed
$1,050,000,000. Any securities registered hereunder may be sold
separately or as units with other securities registered hereunder.
</TABLE>
------------------------
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus herein also relates to $150,000,000 aggregate principal amount of
unsold Debt Securities registered on Form S-3 (Registration No. 33-60249) and
an aggregate of $600,000,000 of unsold Common Stock, Preference Stock, Debt
Securities, Stock Purchase Contracts, Stock Purchase Units and Trust Preferred
Securities registered on Form S-3 (Registration No. 333-34029). This
Registration Statement also constitutes Post-Effective Amendment No. 2
to Registration Statement No. 33-60249 and Post-Effective Amendment No. 1 to
Registration Statement No. 333-34029, and upon the effectiveness of such
Post-Effective Amendment No. 2 and Post-Effective Amendment No. 1, this
Registration Statement, Registration Statement No. 33-60249 and Registration
Statement No. 333-34029 will relate to an aggregate of $1,800,000,000 of
Common Stock, Preference Stock, Debt Securities, Stock Purchase Contracts,
Stock Purchase Units and Trust Preferred Securities.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to Section 8(a), may determine.
--------------------------
<PAGE>
- -------------------------------------------------------------------------------
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
- -------------------------------------------------------------------------------
SUBJECT TO COMPLETION, DATED OCTOBER 2, 1997
PROSPECTUS
$1,050,000,000
INGERSOLL-RAND COMPANY
Common Stock
Preference Stock
Debt Securities
Stock Purchase Contracts
Stock Purchase Units
INGERSOLL-RAND FINANCING I
INGERSOLL-RAND FINANCING II
Trust Preferred Securities, Guaranteed
To The Extent Set Forth Herein By
INGERSOLL-RAND COMPANY
-----------------------------
Ingersoll-Rand Company ("Ingersoll-Rand" or the "Company") from time to
time may sell, up to an aggregate initial offering price of $1,050,000,000,
in each case on terms to be determined by market conditions at the time of
sale, its (i) common stock, $2 par value per share (the "Common Stock"), (ii)
preference stock, without par value, in one or more series (the "Preference
Stock"), (iii) debt securities in one or more series, which may be either
senior (the "Senior Debt Securities"), senior subordinated (the "Senior
Subordinated Debt Securities") or junior subordinated (the "Junior
Subordinated Debt Securities", and together with the Senior Debt Securities
and the Senior Subordinated Debt Securities, the "Debt Securities"), (iv)
Stock Purchase Contracts (the "Stock Purchase Contracts") to purchase Common
Stock and (v) Stock Purchase Units (the "Stock Purchase Units"), each
representing ownership of a Stock Purchase Contract and Debt Securities or
Trust Preferred Securities (as defined) or debt obligations of third parties,
including U.S. Treasury Securities, securing the holder's obligation to
purchase the Common Stock under the Stock Purchase Contract.
Ingersoll-Rand Financing I and Ingersoll-Rand Financing II, each of
which is a statutory business trust created under the laws of the State of
Delaware (each a "Trust" or an "Ingersoll-Rand Trust"), the Trust Common
Securities (as defined herein) of which will be wholly-owned by the Company
at the time of issuance of any Trust Preferred Securities, may offer
preferred securities representing undivided beneficial ownership interests in
the assets of the respective Ingersoll-Rand Trust (the "Trust Preferred
Securities"). The payment of periodic cash distributions with respect to
Trust Preferred Securities of each of the Ingersoll-Rand Trusts out of moneys
held by each of the Ingersoll-Rand Trusts, and payments on liquidation,
redemption or otherwise with respect to such Trust Preferred Securities, will
be guaranteed by the Company to the extent described herein (each a "Trust
<PAGE>
Preferred Guarantee"). See "Description of Trust Preferred Guarantees." The
Company's obligations under the Trust Preferred Guarantees are subordinate
and junior in right of payment to all other liabilities of the Company and
rank pari passu with the most senior Preference Stock, if any, issued from
time to time by the Company. In the event an Ingersoll-Rand Trust issues
Trust Preferred Securities or Trust Common Securities, the proceeds to such
Ingersoll-Rand Trust from such offering will be invested in Junior
Subordinated Debt Securities (the "Corresponding Junior Subordinated Debt
Securities"), which will be issued and sold in one or more series by the
Company to such Ingersoll-Rand Trust or the trustee of such trust and which
will have terms corresponding to the terms of the related Trust Preferred
Securities (the "Related Trust Preferred Securities"). The Corresponding
Junior Subordinated Debt Securities purchased by an Ingersoll-Rand Trust may
be subsequently distributed pro rata to holders of the Related Trust
Preferred Securities or Trust Common Securities in connection with the
dissolution of such Ingersoll-Rand Trust upon the occurrence of certain
events as may be described in the related Prospectus Supplement. The Trust
Preferred Securities, together with the Common Stock, the Preference Stock,
the Debt Securities, the Stock Purchase Contracts, the Stock Purchase Units
and the Trust Preferred Guarantees, are collectively referred to as the
"Securities."
With respect to each series of Securities, a supplement to this
Prospectus will be delivered (a "Prospectus Supplement") together with this
Prospectus setting forth the terms of such 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, whether the Debt Securities
will be subordinated, 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 Securities on a securities
exchange and the other terms in connection with the offering and sale of such
Securities. With respect to the Stock Purchase Contracts, the related
Prospectus Supplement will set forth, among other things, the designation and
number of shares of Common Stock issuable thereunder, the purchase price of
Common Stock, the date or dates on which the Common Stock is required to be
purchased by the holders of the Stock Purchase Contracts, and any periodic
payments required to be made by the Company to the holders of the Stock
Purchase Contracts or vice-versa. With respect to the Stock Purchase Units,
the related Prospectus Supplement will set forth, among other things, the
specific terms of the Stock Purchase Contracts and any Debt Securities or
Trust Preferred Securities or debt obligations of third parties securing the
holder's obligation to purchase the Common Stock under the Stock Purchase
Contracts. With respect to the Trust Preferred Securities, the related
Prospectus Supplement will set forth, among other things, the specific
designation, rights, preferences, privileges and restrictions thereof,
including distribution rate or rates (or method of ascertaining the same),
distribution payment dates, voting rights, liquidation preference, and any
conversion, exchange, redemption or sinking fund provisions, the terms upon
which the proceeds of the sale of the Trust Preferred Securities will be used
to purchase a specific series of Junior Subordinated Debt Securities of the
Company and the terms upon which the obligations of the Ingersoll-Rand Trust
to make periodic cash distributions on the Trust Preferred Securities or make
payments upon liquidation or dissolution of the Ingersoll-Rand Trust or upon
redemption of the Trust Preferred Securities, to the extent funds are
available therefor, shall be unconditionally guaranteed by Ingersoll-Rand.
<PAGE>
----------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTA-
TION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------------------
The 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 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 or any Ingersoll-Rand Trust from
sales of Securities will be set forth in the related Prospectus Supplement
and will be the purchase price of such 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 ___________ __, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (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 Seven World Trade Center, Suite
1300, New York, New York 10048, and the Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. 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.
No separate financial statements of the Ingersoll-Rand Trusts have been
included herein. The Company does not consider that such financial statements
would be material to holders of the Securities because: (i) the Company, a
reporting company under the 1934 Act, owns, directly or indirectly, all of
the voting securities of each Ingersoll-Rand Trust, (ii) neither Ingersoll-
Rand Trust has any independent operations but exists for the sole purpose of
issuing securities representing undivided beneficial interests in the assets
of the Ingersoll-Rand Trusts and investing the proceeds thereof in
Subordinated Debt Securities and (iii) the obligations of each Ingersoll-Rand
Trust to make periodic cash payments on Trust Preferred Securities and
payments upon liquidation or dissolution of such Ingersoll-Rand Trust or upon
redemption of the Trust Preferred Securities, to the extent funds are
available therefor, are unconditionally guaranteed by the Company. See
"Description of Trust Preferred Guarantees" and "Description of Debt
Securities."
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997, the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1997 and the Company's Current Report on Form 8-K
dated September 17, 1997 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 Securities shall be deemed to be incorporated herein by
reference and made a part of this Prospectus from the date of filing of such
<PAGE>
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).
THE COMPANY
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. Over the
years, the Company has supplemented its original business, which consisted
primarily of the manufacture and sale of rock drilling equipment, with
additional products which have been developed internally or obtained through
acquisition.
Ingersoll-Rand manufactures and sells primarily non-electrical machinery
and equipment, including air compression systems, air tools, pumps,
antifriction bearings, construction equipment, architectural 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.
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.
Pursuant to a Stock Purchase Agreement dated as of September 12, 1997,
the Company has agreed to purchase from Westinghouse Electric Corporation all
the outstanding capital stock of Thermo King Corporation ("Thermo King"),
together with other equity interests and assets related to Thermo King, for
an aggregate purchase price of $2.56 billion. Thermo King designs,
manufactures and distributes transport temperature control systems and
service parts for a variety of mobile applications, including trailers, truck
bodies, sea-going containers, buses and light rail cars.
<PAGE>
THE INGERSOLL-RAND TRUSTS
Each of Ingersoll-Rand Financing I and Ingersoll-Rand Financing II is a
statutory business trust created under Delaware law pursuant to (i) a
separate trust agreement executed by the Company, as Depositor for such trust
(the "Depositor"), and the trustees of such trust and (ii) the filing of a
certificate of trust with the Secretary of State of the State of Delaware.
The trust agreements will be amended and restated in their entirety (each as
so amended and restated, a "Trust Agreement") substantially in the form filed
as an exhibit to the Registration Statement of which this Prospectus is a
part and will be qualified as Indentures under the Trust Indenture Act of
1939. Each Ingersoll-Rand Trust exists for the exclusive purposes of (i)
issuing the Trust Preferred Securities and common securities representing
undivided beneficial interests in the assets of the Trust (the "Trust Common
Securities" and, together with the Trust Preferred Securities, the "Trust
Securities"), (ii) investing the proceeds received by the Ingersoll-Rand
Trust from the sale of the Trust Securities in Corresponding Junior
Subordinated Debt Securities and (iii) engaging in only those other
activities necessary or incidental thereto. All of the Trust Common
Securities will be directly or indirectly owned by the Company. The Trust
Common Securities will rank pari passu, and payments will be made thereon pro
rata, with the Trust Preferred Securities, except that, upon an event of
default under a Trust Agreement, the rights of the holders of the Trust
Common Securities to payment in respect of distributions and payments upon
liquidation, redemption and otherwise will be subordinated to the rights of
the holders of the Trust Preferred Securities. The Company will directly or
indirectly acquire Trust Common Securities in an aggregate liquidation amount
equal to 3% of the total capital of each Ingersoll-Rand Trust. Each
Ingersoll-Rand Trust has a term of approximately 55 years but may dissolve
earlier, as provided in each Trust Agreement. Each Ingersoll-Rand Trust's
business and affairs will be conducted by its trustees, including a Property
Trustee (as defined below), a Delaware Trustee (as defined below) and three
individual trustees (the "Administrative Trustees") who are employees or
officers of or affiliated with the Company (collectively, the "Ingersoll-Rand
Trustees") appointed by the Company as the direct or indirect holder of all
the Trust Common Securities. The holder of the Trust Common Securities of a
Trust, or the holders of a majority in liquidation amount of the Related
Trust Preferred Securities if an event of default under the Trust Agreement
for such Trust has occurred and is continuing, will be entitled to appoint,
remove or replace the Property Trustee and/or the Delaware Trustee for such
Trust. In no event will the holders of the Trust Preferred Securities have
the right to vote to appoint, remove or replace the Administrative Trustees;
such voting rights are vested exclusively in the holder of the Trust Common
Securities. The duties and obligations of the Ingersoll-Rand Trustees shall
be governed by the Trust Agreement of such Ingersoll-Rand Trust. One
Ingersoll-Rand Trustee of each Ingersoll-Rand Trust will be a financial
institution that is not affiliated with the Company and has combined capital
and surplus of not less than $50,000,000, which shall act as property trustee
and as indenture trustee for the purposes of the Trust Indenture Act of 1939,
as amended (the "Trust Indenture Act"), pursuant to the terms set forth in
the related Prospectus Supplement (the "Property Trustee"). In addition,
unless the Property Trustee maintains a principal place of business in the
<PAGE>
State of Delaware and otherwise meets the requirements of applicable law, one
Ingersoll-Rand Trustee of each Ingersoll-Rand Trust will have a principal
place of business or reside in the State of Delaware (the "Delaware
Trustee"). The Company will pay all fees and expenses related to the
Ingersoll-Rand Trusts and the offering of the Trust Securities.
The office of the Delaware Trustee for each Ingersoll-Rand Trust is c/o
The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware
19801. The address for each Ingersoll-Rand Trust is c/o the Company, the
Depositor of each Trust, at 200 Chestnut Ridge Road, Woodcliff Lake, New
Jersey 07675.
USE OF PROCEEDS
The Company intends to apply the net proceeds from the sale of the
Securities to which this Prospectus relates to its general funds to be used
for capital expenditures, acquisitions and other general corporate purposes,
including, without limitation, the acquisition of Thermo King. 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.
SELECTED FINANCIAL DATA
The following table sets forth selected financial data of the Company
for each of the years in the five year period ended December 31, 1996 and the
six month periods ended June 30, 1997 and 1996. Information on a per share
basis is presented as reported and restated to reflect the 3-for-2 stock
split which was effected in the form of a stock dividend, declared on August
6, 1997 and paid on September 2, 1997 to shareholders of record on August 19,
1997:
<TABLE>
<CAPTION>
Six Months Ended
June 30, Years Ended December 31,
----------------------- ---------------------------------------------------------------
1997 1996 1996 1995 1994 1993 1992
---------- ---------- ---------- ---------- ---------- ---------- ----------
(in millions of dollars, except per share data)
(unaudited)
----------------------- ---------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales . . . . . . . . . . . . . . $3,476.8 $3,366.7 $6,702.9 $5,729.0 $4,507.5 $4,021.1 $3,783.8
Net earnings (loss) . . . . . . . . . 189.4 166.8 358.0 270.3 211.1 142.5 (234.4)
Total assets . . . . . . . . . . . . 5,903.7 5,695.8 5,621.6 5,563.3 3,596.9 3,375.3 3,387.6
Long-term debt . . . . . . . . . . . 1,164.9 1,303.7 1,163.8 1,304.4 315.9 314.1 355.6
Shareholders' equity . . . . . . . . 2,231.8 1,927.5 2,090.8 1,795.5 1,531.3 1,349.8 1,293.4
Earnings (loss) per common share <F1> 1.75 1.56 3.33 2.55 2.00 1.36 (2.25)
Earnings (loss) per common share <F2> 1.16 1.04 2.22 1.70 1.33 0.91 (1.50)
Dividends per common share <F1> . . . 0.41 0.37 0.78 0.74 0.72 0.70 0.69
Dividends per common share <F2> . . . 0.27 0.25 0.52 0.49 0.48 0.47 0.46
____________________
<FN>
<F1> Prior to the 3-for-2 stock split.
<F2> Restated to give effect to the 3-for-2 stock split.
</TABLE>
<PAGE>
RATIOS 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, 1996 and for the six month period ended June 30, 1997. 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.
<TABLE>
<CAPTION>
Six Month
Period Ended
June 30, Year Ended December 31,
- ------------- ---------------------------------------------------------------------
1997 1996 1995 1994 1993 1992
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
5.26 5.01<F1> 4.51 5.46 3.69<F2> 2.45<F3>
____________________
<FN>
<F1> The 1996 calculation includes the effect of a $42.4 million pretax
charge mainly relating to the realignment of the Company's foreign
operations. The 1996 calculation also includes $55 million of pretax
income relating to the sales of the Process Systems Group. Excluding
these amounts, the ratio would have been 4.93.
<F2> 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.
<F3> 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%. 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.
</TABLE>
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The following description of the Company's capital stock summarizes
certain provisions of the Company's Restated Certificate of Incorporation (as
it may be amended, the "Certificate of Incorporation"), the Rights Agreement,
as amended, between the Company and The Bank of New York, as Rights Agent
(the "Rights Agreement") and the New Jersey Business Corporation Act (the
"NJBCA") and is subject to and is qualified in its entirety by reference to
such documents and provisions.
General
The authorized capital stock of the Company consists of 600,000,000
shares of Common Stock and 10,000,000 shares of preference stock, of which
563,000 shares of Series A Preference Stock (the "Series A Preference Stock")
have been reserved for issuance. At June 30, 1997, no shares of the
authorized Preference Stock were issued and outstanding and 110,550,296
shares of the authorized Common Stock were issued and outstanding. The
Company also had outstanding, as of such date, 55,275,148 Series A Preference
Stock Purchase Rights (the "Rights"). On August 6, 1997, the Board of
Directors of the Company declared a three-for-two stock split which was paid
on September 2, 1997 to shareholders of record on August 19, 1997. See "--
Rights Plan."
Common Stock
Dividends. Subject to the rights of holders of Preference Stock, the
Board of Directors may, in its discretion, out of funds legally available for
the payment of dividends and at such times and in such manner as determined
by the Board of Directors, declare and pay dividends on the Common Stock.
Liquidation, Dissolution and Winding Up. In the event of any
liquidation, dissolution or winding up of the Company, whether voluntary or
involuntary, after payment in full has been made to the holders of Preference
Stock of the amounts to which they are respectively entitled or sufficient
sums have been set apart for the payment thereof, the holders of Common Stock
shall be entitled to receive ratably any and all assets remaining to be paid
or distributed, and the holders of Preference Stock shall not be entitled to
share therein.
Voting. Except as otherwise expressly provided in the Certificate of
Incorporation or as may be required by law, the holders of Common Stock of
the Company shall be entitled at all meetings of stockholders to one vote for
each share of such stock held by them respectively and shall vote together
<PAGE>
with the holders of Preference Stock as one class. At all elections of
directors, each holder of Common Stock shall be entitled to as many votes as
shall equal the number of votes which such holder would be entitled to cast,
multiplied by the number of directors to be elected, and such holder may cast
all such votes for a single director, or may distribute them, among the
number to be voted for or any two or more of such directors.
Preemptive Rights. No holder of shares of Common Stock shall have any
preemptive or preferential rights to subscribe to or purchase any shares of
any class or series of stock of the Company, now or hereafter authorized, or
any series convertible into, or warrants or other evidences of optional
rights to purchase or subscribe to, shares of any class or series of the
Company, now or hereafter authorized.
All the outstanding shares of Common Stock are fully paid and non-
assessable.
The registrar and transfer agent for the Common Stock is The Bank of New
York.
Preference Stock
The Certificate of Incorporation provides for Preference Stock which may
be issued, from time to time, in one or more series with certain rights and
limitations as may be fixed by the Board of Directors of the Company. The
Company has no present plan to issue any Preference Stock other than in
accordance with the Rights Plan (as defined herein). However, the Board of
Directors of the Company, without stockholder approval, may issue Preference
Stock that could adversely affect the voting power of holders of the Common
Stock. Issuance of Preference Stock could be utilized, under certain
circumstances, in an attempt to prevent a takeover of the Company.
The following description sets forth certain general terms and
provisions of the Preference Stock to which a Prospectus Supplement may
relate. Certain terms of a series of the Preference Stock offered by a
Prospectus Supplement will be described in such Prospectus Supplement. If so
indicated in the Prospectus Supplement and if permitted by the Certificate of
Incorporation and by law, the terms of any such series may differ from the
terms set forth below. The following description of the Preference Stock
summarizes certain provisions of the Certificate of Incorporation and is
subject to and qualified in its entirety by reference to the Certificate of
Incorporation and the Certificate of Amendment thereto which will be filed
with the Commission promptly after any offering of such series of Preference
Stock. The following description, together with any description of the terms
of a series of Preference Stock set forth in the related Prospectus
Supplement, summarizes all of the material terms of such series of Preference
Stock.
General. The Board of Directors may cause Preference Stock to be issued
from time to time in one or more series and is expressly authorized to fix:
(i) the distinctive designation of such series and the number
of shares which shall constitute such series, which number may be
increased (except as otherwise provided by the Board of Directors in
<PAGE>
creating such series) or decreased (but not below the number of shares
thereof then outstanding) from time to time by the Board of Directors;
(ii) the rate of dividends payable on shares of such series
and the date or dates from which dividends shall accumulate;
(iii) the terms, if any, on which shares of such series may be
redeemed, including, without limitation, the redemption price or prices
for such series, which may consist of a redemption price or scale of
redemption prices applicable only to redemption in connection with a
sinking fund (which term as used herein shall include any fund or
requirement for the periodic purchase or redemption of shares), and the
same or a different redemption price or scale of redemption prices
applicable to any other redemption;
(iv) the terms and amount of any sinking fund provided for the
purchase or redemption of shares of such series;
(v) the amount or amounts which shall be paid to the holders
of shares of such series in case of liquidation, dissolution or winding
up of the Company, whether voluntary or involuntary;
(vi) the terms, if any, upon which the holders of shares of
such series may convert shares thereof into stock of any other class or
classes or of any one or more series of the same class or of another
class or classes; and
(vii) such other rights, preferences and limitations as may be
permitted to be fixed by the Board of Directors of the Company under the
laws of the State of New Jersey as in effect at the time of the creation
of such series.
All shares of Preference Stock, irrespective of series, shall be of
equal rank, and shall be identical in all respects except for the terms fixed
by the Board of Directors as permitted in the Certificate of Incorporation.
The Board of Directors is authorized to change the designation, rights,
preferences and limitations of any series of Preference Stock theretofore
established, no shares of which have been issued. The Board of Directors is
authorized to amend the Certificate of Incorporation to set forth the
designation, number of shares, rights, preferences and limitations of any
series of Preference Stock fixed by the Board of Directors, or to reflect any
change therein made by the Board of Directors, as permitted in the
Certificate of Incorporation.
Dividends. The holders of Preference Stock shall be entitled to receive,
when, as and if declared by the Board of Directors out of funds legally
available for the payment of dividends, cumulative dividends in cash at the
annual rate for each particular series theretofore fixed by the Board of
Directors, payable in respect of each series on the date or dates which shall
be fixed by the Board of Directors with respect to each particular series.
If at any time there are two or more series of Preference Stock
outstanding, any dividend paid upon shares of Preference Stock in an amount
less than all dividends accrued and unpaid on all outstanding shares of
Preference Stock shall be paid ratably among all series of Preference Stock
<PAGE>
in proportion to the full amount of dividends accrued and unpaid on each such
series.
So long as any Preference Stock is outstanding, no dividend shall be
paid or declared, nor any distribution be made, on the Common Stock or any
other stock of the Company ranking junior to the Preference Stock in the
payment of dividends (other than a dividend payable in stock of junior rank),
nor shall any shares of Common Stock or any other stock of junior rank be
acquired for consideration by the Company or by any subsidiary except in
exchange for shares of stock of junior rank unless (i) full dividends on the
Preference Stock for all past dividend periods shall have been paid or shall
have been declared and a sufficient sum set apart for the payment thereof and
(ii) all obligations of the Company, if any, with respect to the redemption
or purchase of shares of Preference Stock in accordance with the requirements
of any sinking fund have been met. Subject to the foregoing provisions, such
dividends (payable in cash, stock or otherwise) as may be determined from
time to time by the Board of Directors may be declared and paid on the Common
Stock or any other stock of junior rank out of the remaining funds of the
Company legally available for the payment of dividends; and the Preference
Stock shall not be entitled to participate in any such dividends, whether
payable in cash, stock or otherwise.
Redemption. If so provided by the Board of Directors, the Company, at
the option of the Board of Directors, or in accordance with the requirements
of any sinking fund for the Preference Stock or any series thereof, may
redeem the whole or any part of the Preference Stock at any time outstanding,
or the whole or any part of any series thereof, at such time or times and
from time to time and at such redemption price or prices as may be fixed by
the Board of Directors pursuant to the Certificate of Incorporation, together
in each case with an amount equal to all unpaid dividends accrued thereon to
the date fixed for such redemption, and otherwise upon the terms and
conditions fixed by the Board of Directors for any such redemption; provided,
however, that no optional redemption of less than all of the Preference Stock
shall take place unless (i) full dividends on the Preference Stock for all
past dividend periods shall have been paid or declared and a sufficient sum
set apart for the payment thereof and (ii) all obligations of the Company, if
any, with respect to the redemption or purchase of shares of Preference Stock
in accordance with the requirements of any sinking fund have been met. If at
any time there are two or more series of Preference Stock outstanding, any
amount expended in purchasing or redeeming shares of Preference Stock
pursuant to the provisions of sinking funds therefor which is less than the
amount then required to be so expended under all such funds shall be expended
ratably among all series of Preference Stock in proportion to the full amount
of expenditures of such funds then required in respect of each such series.
Liquidation, Dissolution and Winding Up. In the event of any
liquidation, dissolution or winding up of the Company, whether voluntary or
involuntary, the holders of each series of Preference Stock then outstanding
shall be entitled to receive out of the assets of the Company, before any
distribution or payment shall be made to the holders of the Common Stock or
any other stock of Company ranking junior to the Preference Stock with
respect to the distribution of assets, the amount determined by the Board of
Directors in creating such series, plus in each case an amount equal to all
<PAGE>
unpaid dividends accrued thereon to the date fixed for such payment to the
holders of the Preference Stock. If upon any such liquidation, dissolution or
winding up, two or more series of Preference Stock are outstanding, any
distribution to holders of Preference Stock in an aggregate amount less than
the total payable with respect to all outstanding Preference Stock shall be
made ratably among all series of Preference Stock in proportion to the full
amount payable upon such liquidation, dissolution or winding up in respect of
each such series.
Voting. The holders of Preference Stock shall have the voting rights set
forth below:
(a) Except as otherwise expressly provided in the Certificate of
Incorporation or as may be required by law, the holders of Preference Stock
shall be entitled at all meetings of stockholders to three votes for each
five shares of such stock held by them respectively (a holder of less than
five shares being entitled to no vote) and the holders of all series of
Preference Stock shall vote together with the holders of Common Stock as one
class. At all elections of directors, each holder of Preference Stock shall
be entitled to as many votes as shall equal the number of votes which such
holder would be entitled to cast, multiplied by the number of directors to be
elected, and such holder may cast all such votes for a single director, or
may distribute them among the number to be voted for or any two or more of
them as such holder may see fit.
(b) If and whenever dividends on the Preference Stock shall be in
arrears in an amount equivalent to six quarterly dividends or mandatory
sinking fund payments shall be in arrears in an amount equal to the aggregate
of all such payments required during one year, then, at any ensuing annual
meeting of stockholders at which at least a majority of the outstanding
shares of Preference Stock are represented, the holders of Preference Stock
of all series thereof then outstanding, voting separately as a class, shall
be entitled to elect two directors. Such right of the holders of Preference
Stock shall continue to be exercisable until all dividends in arrears on
Preference Stock shall have been paid in full or declared and a sum
sufficient for the payment thereof set apart and all mandatory sinking fund
payments in arrears shall have been paid in full, whereupon such right shall
cease. During any time that the holders of Preference Stock are entitled to
elect two such directors, they shall also be entitled to participate with the
Common Stock in the election of any other directors.
(c) Notwithstanding any other provision of the Certificate of
Incorporation:
(i) the affirmative approval of the holders of at least
two-thirds in interest of Preference Stock of all series thereof then
outstanding present and voting at a meeting, acting as a single class without
regard to series, shall be required for any amendment of the Certificate of
Incorporation altering materially and adversely any existing provision of the
Preference Stock or for the creation, or an increase in the authorized
amount, of any class of stock ranking, as to dividends or assets, prior to
the Preference Stock; and
<PAGE>
(ii) the affirmative approval of the holders of at least a
majority in interest of Preference Stock of all series thereof then
outstanding present and voting at a meeting, acting as a single class without
regard to series, shall be required for an increase in the authorized amount
of Preference Stock, or for the creation, or an increase in the authorized
amount, of any class of stock ranking, as to dividends or assets, on a parity
with the Preference Stock;
provided, however, that if any amendment to the Certificate of Incorporation
shall affect adversely the rights or preferences of one or more, but not all,
of the series of Preference Stock at the time outstanding, or shall unequally
adversely affect the rights or preferences of different series of Preference
Stock at the time outstanding, the affirmative approval of the holders of at
least two-thirds in interest of the shares of each such series so adversely
or unequally adversely affected present and voting at a meeting shall be
required in lieu of or (if such affirmative approval is required by law) in
addition to the affirmative approval of the holders of at least two-thirds in
interest of the shares of Preference Stock as a class present and voting at
such meeting.
Preemptive Rights. No holder of shares of any series of Preference Stock
shall have any preemptive or preferential rights to subscribe to or purchase
shares of any class or series of stock of the Company, now or hereafter
authorized, or any securities convertible into, or warrants or other
evidences of optional rights to purchase or subscribe to, shares of any laws
or series of the Company, now or hereafter authorized.
Other Provisions. Subject to the requirements of paragraph (c) under "--
Voting" above, but notwithstanding any other provisions of the Certificate of
Incorporation, the Board of Directors, in the resolution or resolutions
providing for the issue of any series of Preference Stock, may determine, to
the extent that the Board of Directors may be permitted to do so under the
laws of the State of New Jersey as in effect at the time of the creation of
such series:
(i) the voting rights, full or limited, if any, of the shares
of such series; and whether or not and under what conditions the shares of
such series (alone or together with the shares of one or more other series
having similar provisions) shall be entitled to vote separately as a single
class, for the election of one or more additional directors of the Company in
case of dividend arrearages or other specified events, or upon other matters;
(ii) whether or not and upon what conditions dividends on
shares of such series shall be cumulative and, if cumulative, the date or
dates from which dividends shall accumulate;
(iii) whether or not the holders of shares of such series shall
have any preemptive or preferential rights to subscribe to or purchase shares
of any class or series of stock of the Company, now or hereafter authorized,
or any securities convertible into, or warrants or other evidences of
optional rights to purchase or subscribe to, shares of any class or series of
the Company, now or hereafter authorized; and
<PAGE>
(iv) whether or not the issuance of additional shares of such
series, or of any shares of any other series, shall be subject to
restrictions as to issuance, or as to the preferences, rights and
qualifications of any such other series.
Voting Requirements
Majority Voting Requirements. Subject to the provisions described below
under "--Greater Voting Requirements" and except as otherwise expressly
provided in the Certificate of Incorporation or as may be required by law,
the majority voting requirements prescribed in subsections 14A:10-3(2) and
14A:12-4(4) and in paragraphs 14A:9-2(4)(c) and 14A:10-11(1)(c) of the NJBCA
shall apply to the Company. As a result, in the case of each of (i) a plan of
merger or consolidation, (ii) a dissolution of the Company, (iii) an
amendment to the Certificate of Incorporation and (iv) a sale, lease,
exchange or other disposition of all, or substantially all, of the assets of
the Company, any such action shall be approved upon receiving the affirmative
vote of a majority of the votes cast by the holders of shares of the Company
entitled to vote therein, and, in addition, if any class or series is
entitled to vote thereon as a class, the affirmative vote of a majority of
the votes cast in each class vote. Such voting requirements shall generally
be subject to such greater requirements as are provided in the NJBCA for
specific amendments or as may be provided in the Certificate of
Incorporation.
Greater Voting Requirements. The affirmative vote of the holders of
four-fifths of the outstanding shares of all classes of stock of the Company
entitled to vote, considered for the purposes of this paragraph as one class,
shall be required to authorize (i) the merger or consolidation of the Company
or a subsidiary of the Company with or into any other corporation, person or
other entity, (ii) any sale, lease, exchange or other disposition of all or
any material part of the assets of the Company or of any subsidiary of the
Company to or with any other corporation, person or other entity or (iii) any
issuance or transfer of securities of the Company upon conversion of or in
exchange for the securities or assets of any other corporation, person or
entity if (as of the date of any action taken by the Board of Directors with
respect to such transaction or as of any record date for the determination of
stockholders entitled to notice and to vote with respect thereto or
immediately prior to the consummation of such transaction) such other
corporation, person or other entity referred to in clause (i), clause (ii) or
clause (iii) above is the beneficial owner, directly or indirectly, of more
than 10% of any class of capital stock of the Company. For the purposes
hereof, any corporation, person or other entity shall be deemed to be the
beneficial owner of any shares of capital stock of the Company, (x) which it
has the right to acquire pursuant to any agreement, or upon exercise of
conversion rights, warrants or options, or otherwise, or (y) which are
beneficially owned, directly or indirectly (including shares deemed owned
through application of clause (x) above) by any other corporation, person or
other entity with which it has any agreement, arrangement or understanding
with respect to the acquisition, holding, voting or disposition of stock or
of any material part of the assets of the Company or of it, or which is its
"affiliate" or "associate" as those terms are defined in Rule 12b-2 of the
General Rules and Regulations under the 1934 Act, as in effect on January 1,
<PAGE>
1970. Any determination made in good faith by the Board of Directors, on the
basis of information at the time available to it, as to whether any
corporation, person or other entity is the beneficial owner of more than 10%
of any class of capital stock of the Company, or is an "affiliate" or
"associate", as above defined, shall be conclusive and binding for all
purposes of this paragraph. The provisions described in this paragraph shall
not apply to any agreement for the merger of any subsidiary of the Company
with the Company or with another subsidiary of the Company where the Company
or such other subsidiary shall be the surviving corporation and where the
provisions described in this paragraph shall not be changed or otherwise
affected by or by virtue of the merger.
Directors
The Board of Directors shall be divided as equally as may be into three
classes, each of which shall consist of such number as the by-laws may from
time to time provide, but no class shall consist of less than two members.
At each annual election, the successors of the directors of the class whose
terms expire in that year are elected to hold office for the term of three
years, so that the term of office of one class of directors shall expire in
each year. If the number of directors is changed, any newly created
directorships or decrease in directorships shall be so apportioned among the
classes as to make all classes as nearly equal in number as possible. In case
of any increase in the number of directors of any class or classes, the
additional directors may be elected by the Board of Directors, but any such
director so elected shall hold office only until the next succeeding annual
meeting of stockholders and until his successor shall have been elected and
qualified. No decrease in the number of directors shall shorten the term of
any incumbent director. Directors may be removed without cause only upon the
affirmative vote of the holders of at least four-fifths of the shares of
capital stock entitled to vote for the election of directors. Directors may
be removed for cause upon the affirmative vote of two-thirds of the entire
Board. The affirmative vote of the holders of at least four-fifths of the
shares of capital stock entitled to vote for the election of the directors
shall be required for any amendment or deletion of this provision, unless
such amendment or deletion shall have been approved by the unanimous vote of
the directors then in office, in which case the majority voting requirements
of the NJBCA described above shall apply thereto.
The provisions of the Certificate of Incorporation relating to
directors shall have no application to any directors who may be elected by
the holders of Preference Stock or any series thereof, voting as a class or
series, as the case may be, pursuant to a right to elect directors conferred
upon such holders by reason of default in the payment of dividends, failure
to discharge sinking fund obligations or otherwise. Any such directors shall
be in addition to the directors to be elected pursuant to the paragraph
immediately above and shall be elected in the manner, and serve for such
term, as may be provided in the Certificate of Incorporation.
<PAGE>
Rights Plan
On December 7, 1988, the Board of Directors of the Company declared a
dividend distribution of one Right for each outstanding share of Common Stock
of the Company. The dividend was payable on December 22, 1988 to shareholders
of record on that date. Each Right entitles the registered holder to purchase
from the Company one-hundredth (1/100) of a share of a series of preference
stock of the Company, designated as Series A Preference Stock, without par
value (the "Series A Preference Stock"), at a price of $130 (the "Purchase
Price").
On May 6, 1992, the Board of Directors of the Company declared a two-
for-one stock split in the form of a dividend distribution of one share of
Common Stock for each outstanding share of Common Stock (the "First Common
Stock Dividend"). The First Common Stock Dividend was payable on June 1,
1992 to shareholders of record on May 19, 1992. After giving effect to
receipt of the First Common Stock Dividend, each holder of a Right was deemed
to be the holder of (i) one-half of a Right in respect of the share of Common
Stock pursuant to which such Right originally had been issued and (ii) one-
half of a Right in respect of the share of Common Stock received by such
holder pursuant to the First Common Stock Dividend.
On August 6, 1997, the Board of Directors of the Company declared a
three-for-two stock split in the form of a dividend distribution of one share
of Common Stock for every two outstanding shares of Common Stock (the "Second
Common Stock Dividend"). The Second Common Stock Dividend was paid on
September 2, 1997 to shareholders of record on August 19, 1997. After giving
effect to receipt of the Second Common Stock Dividend, each holder of a Right
will be deemed to be the holder of (i) one-third of a Right in respect of the
share of Common Stock pursuant to which such Right originally had been
issued, (ii) one-third of a Right in respect of the share of Common Stock
received by such holder pursuant to the First Common Stock Dividend and (iii)
one-third of a Right in respect of the share of Common Stock received by such
holder pursuant to the Second Common Stock Dividend.
Until the close of business on the Distribution Date, which will occur
on the earlier to occur of (i) the tenth day following a public announcement
that a person or group of affiliated or associated persons (an "Acquiring
Person") other than the Company, any subsidiary of the Company or any
employee benefit plan or employee stock plan of the Company or of any
subsidiary of the Company (an "Exempt Person"), has acquired, or obtained the
right to acquire, beneficial ownership of 15% or more of the outstanding
Common Stock (the "Stock Acquisition Date"), (ii) the declaration by the
Board of Directors that any Person is an Adverse Person or (iii) the tenth
day after the date of the commencement of, or the first public announcement
of the intent of any person (other than an Exempt Person) to commence, a
tender offer or exchange offer (other than a tender or exchange offer by an
Exempt Person) which would result in the ownership of 15% or more of the
outstanding Common Stock (the earlier of such dates being called the
"Distribution Date"), the Rights will be represented by and transferred with,
and only with, the Common Stock. Until the Distribution Date, new
certificates issued for Common Stock after December 22, 1988 contain a legend
incorporating the Rights Agreement by reference, and the surrender for
<PAGE>
transfer of any of the Company's Common Stock certificates constitute the
transfer of the Rights associated with the Common Stock represented by such
certificates. As soon as practicable following the Distribution Date,
separate Right Certificates will be mailed to holders of record of the Common
Stock at the close of business on the Distribution Date, and thereafter the
separate certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire at the close of business on December 22, 1998, unless earlier
redeemed by the Company as described below.
The Series A Preference Stock will be nonredeemable and, unless
otherwise provided in connection with the creation of a subsequent series of
Preference Stock, subordinate to any other series of Preference Stock. The
Series A Preference Stock will, however, rank prior to the Common Stock. The
Series A Preference Stock may not be issued except upon exercise of Rights.
Each share of Series A Preference Stock will be entitled to receive when, as
and if declared, a quarterly dividend in an amount per share equal to 100
times the cash dividends declared on the Company's Common Stock. In addition,
the Series A Preference Stock is entitled to 100 times any non-cash dividends
(other than dividends payable in equity securities) declared on the Common
Stock, in like kind. In the event of a default on such dividends, the holders
of the Series A Preference Stock (together with the holders of any other
Preference Stock similarly entitled) will be entitled to elect two directors.
In the event of liquidation, the holders of Series A Preference Stock will be
entitled to receive a liquidation payment in an amount equal to 100 times the
payment made per share of Common Stock. Each share of Series A Preference
Stock will have 100 votes, voting together with the Common Stock and not as a
separate class unless otherwise required by law or the Certificate of
Incorporation. In the event of any merger, consolidation or other transaction
in which common shares are exchanged, each share of Series A Preference Stock
will be entitled to receive 100 times the amount received per share of Common
Stock. The rights of the Series A Preference Stock as to dividends,
liquidation and voting are protected by antidilution provisions.
The Purchase Price payable, and the number of shares of Series A
Preference Stock or other securities or property issuable upon exercise of
the Rights, are subject to adjustment from time to time to prevent dilution
(i) in the event of a stock dividend on, or a subdivision, combination or
reclassification of the Series A Preference Stock, (ii) upon the grant to
holders of the Series A Preference Stock of certain rights or warrants to
subscribe for Series A Preference Stock or convertible securities at less
than the current market price of the Series A Preference Stock or (iii) upon
the distribution to holders of the Series A Preference Stock of evidences of
indebtedness or assets (excluding regular cash dividends and dividends
payable in Series A Preference Stock) or of subscription rights or warrants
(other than those referred to above).
If (i) any Person (other than an Exempt Person) becomes the beneficial
owner of 15% or more of the then outstanding shares of Common Stock, (ii) the
Board of Directors of the Company, by majority vote, shall declare any Person
to be an Adverse Person, (iii) any Acquiring Person, Adverse Person or any
affiliates or associates thereof engages in one or more "self-dealing"
<PAGE>
transactions as described in the Rights Agreement, then each holder of a
Right, other than the Acquiring Person or Adverse Person, will have the right
to receive in lieu of Series A Preference Stock, upon payment of the Purchase
Price, a number of shares of Common Stock having a market value equal to
twice the Purchase Price. This same right will be available to each holder of
record of a Right, other than the Acquiring Person or Adverse Person, if,
while there is an Acquiring Person or Adverse Person, there occurs any
reclassification of securities, any recapitalization of the Company, or any
merger or consolidation or other transaction involving the Company or any of
its subsidiaries which has the effect of increasing by more than 1% the
proportionate ownership interest of the Company or any of its subsidiaries
which is owned or controlled by the Acquiring Person or Adverse Person.
Alternatively, at any time after any person or group acquires 15% or more of
the Common Stock or the Board of Directors determines that a Person is an
Adverse Person, the Board of Directors of the Company may exchange one share
of the Common Stock (or an equivalent share of the Series A Preference Stock)
for each outstanding Right other than Rights held by an Acquiring Person or
Adverse Person, which become void. To the extent that insufficient shares of
Common Stock are available for the exercise in full of the Rights, holders of
Rights will receive upon exercise shares of Common Stock to the extent
available and then Series A Preference Stock, cash, property or other
securities of the Company (which may be accompanied by a reduction in the
Purchase Price), in proportions determined by the Company, so that the
aggregate value received is equal to twice the Purchase Price. Rights are not
exercisable following the occurrence of the events described in this
paragraph until the expiration of the period during which the Rights may be
redeemed as described below. Notwithstanding the foregoing, following the
occurrence of the events described in this paragraph, Rights that are (or,
under certain circumstances, Rights that were) beneficially owned by an
Acquiring Person or an Adverse Person will be void.
Unless the Rights are redeemed earlier, if, after the Stock Acquisition
Date or the declaration by the Board of Directors that a person is an Adverse
Person, the Company is acquired in a merger or other business combination (in
which any shares of the Common Stock are changed into or exchanged for other
securities or assets) or more than 50% of the assets or earning power of the
Company and its subsidiaries (taken as a whole) were to be sold or
transferred in one or a series of related transactions, the Rights Agreement
provides that proper provision shall be made so that each holder of record of
a Right will from and after that time have the right to receive, upon payment
of the Purchase Price, that number of shares of common stock of the acquiring
company which has a market value at the time of such transaction equal to two
times the Purchase Price.
Fractions of shares of Series A Preference Stock may, at the election of
the Company, be evidenced by depositary receipts. The Company may also issue
cash in lieu of fractional shares which are not integral multiples of one
one-hundredth of a share.
At any time until ten days following the Stock Acquisition Date or the
declaration by the Board of Directors that a person is an Adverse Person
(subject to extension by the Board of Directors), the Board of Directors
(with the concurrence of a majority of the Independent Directors) may cause
<PAGE>
the Company to redeem the Rights in whole, but not in part, at a price of
$0.01 per Right. Under certain circumstances set forth in the Rights
Agreement, the decision to redeem shall require the concurrence of a majority
of the Independent Continuing Directors. Immediately upon the action of the
Board of Directors of the Company authorizing redemption of the Rights, the
right to exercise the Rights will terminate, and the only right of the
holders of Rights will be to receive the Redemption Price without any
interest thereon. The term "Independent Directors" means any member of the
Board of Directors of the Company who is not an officer of the Company. The
term "Independent Continuing Directors" means any Independent Director who
was a member of the Board of Directors immediately prior to the time that any
Person shall become an Acquiring Person or Adverse Person, and any
Independent Director who becomes a member of the Board of Directors
subsequent to the time that any Person shall become an Acquiring Person or
Adverse Person if such Independent Director is recommended or nominated to
election on the Board of Directors by a majority of the Independent
Continuing Directors, but shall not include an Acquiring Person or Adverse
Person, or any representative of such Acquiring Person or Adverse Person.
Until the close of business on the tenth day following the Stock
Acquisition Date or the declaration by the Board of Directors that a person
is an Adverse Person, and thereafter for as long as the Rights are
redeemable, the Board of Directors (with the concurrence of a majority of the
Independent Directors) may cause the Company to amend the Rights in any
manner, including an amendment to extend the time period in which the Rights
may be redeemed, but no such amendment shall alter the redemption price, the
date of expiration of the Rights, or the number of one one-hundredths of a
share of Series A Preference Stock for which a Right is exercisable. At any
time when the Rights are not then redeemable, the Company (with the
concurrence of a majority of the Independent Continuing Directors) may amend
the Rights in any manner that does not adversely affect the interests of
holders of the Rights as such.
Until a Right is exercised, the holder, as such, will have no rights as
a shareholder of the Company, including, without limitation, the right to
vote or to receive dividends.
DESCRIPTION OF DEBT SECURITIES
The following description of Debt Securities sets forth certain general
terms and provisions of 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 Company may issue Debt Securities either separately, or together
with, or upon the conversion of or in exchange for, other Securities. The
Debt Securities may be (i) senior unsecured obligations (the "Senior Debt
Securities") of the Company issued in one or more series under an Indenture
dated as of August 1, 1986, as supplemented (as so supplemented, the "Senior
Indenture") between the Company and The Bank of New York, as Trustee (the
<PAGE>
"Senior Trustee"), (ii) senior subordinated unsecured obligations (the
"Senior Subordinated Debt Securities") of the Company issued in one or more
series under an Indenture (the "Senior Subordinated Indenture") to be entered
into between the Company and a trustee to be named therein (the "Senior
Subordinated Trustee") or (iii) junior subordinated unsecured obligations
(the "Junior Subordinated Debt Securities") of the Company issued in one or
more series under an Indenture (the "Junior Subordinated Indenture") to be
entered into between the Company and a trustee to be named therein (the
"Junior Subordinated Trustee"). The Senior Indenture, the Senior Subordinated
Indenture and the Junior Subordinated Indenture are sometimes hereinafter
referred to, collectively, as the "Indentures" and, individually, as an
"Indenture"; and the Senior Trustee, Senior Subordinated Trustee and Junior
Subordinated Trustee are sometimes hereinafter referred to, collectively, as
the "Trustees" or individually, as a "Trustee."
The following summaries of certain provisions of the Indentures do not
purport to be complete and are subject to, and are qualified in their
entirety by reference to, all the provisions of each Indenture, including the
definitions therein of certain terms. Numerical references in parentheses
below are to sections in the applicable Indenture or Indentures. Whenever
particular sections or defined terms of an Indenture are referred to, such
sections or defined terms are incorporated herein by reference.
General
The Indentures do not limit the amount of Debt Securities which may be
issued thereunder and provide 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. Except as described
below, the Indentures do 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 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; (9) whether such Offered Debt Securities will be Senior
Debt Securities, Senior Subordinated Debt Securities or Junior Subordinated
Debt Securities; (10) the terms, if any, upon which such Debt Securities may
<PAGE>
be convertible into or exchangeable for other Securities; (11) in the case of
Corresponding Junior Subordinated Debt Securities, the form of Trust
Agreement and Guarantee Agreement and any other provisions relating to
deferral of interest, extension of maturity and any other covenants and
provisions applicable thereto; and (12) 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.
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.
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.
Ranking of Debt Securities
The Senior Debt Securities will be unsecured unsubordinated obligations
of the Company and will rank on a parity in right of payment with all other
unsecured and unsubordinated indebtedness of the Company. The Senior
Subordinated Debt Securities will be unsecured senior subordinated
obligations of the Company and will be subordinated in right of payment to
all existing and future Senior Indebtedness (as defined in the supplemental
indenture and the applicable Prospectus Supplement) of the Company, including
the Senior Debt Securities. The Junior Subordinated Debt Securities will be
unsecured junior subordinated obligations of the Company and will be
subordinated in right of payment to all existing and future Senior
Indebtedness (as defined in the applicable Prospectus Supplement) of the
Company, including the Senior Debt Securities and the Senior Subordinated
Debt Securities). See "--Subordination of Senior Subordinated and Junior
Subordinated Debt Securities."
<PAGE>
Conversion and Exchange
The terms, if any, on which Debt Securities of any series are
convertible into or exchangeable for Common Stock, Preference Stock or other
Debt Securities will be set forth in the applicable Prospectus Supplement.
Such terms may include provisions for conversion or exchange, either
mandatory, at the option of the holders or at the option of the Company.
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 Notes. Ownership of beneficial interests in
Global Notes by persons that hold such beneficial interests 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 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 applicable 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
Notes registered in their names, will not receive or be entitled to receive
<PAGE>
physical delivery of Debt Securities of such series in definitive form and
will not be considered the owners or holders thereof under the applicable
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 a
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
Senior Debt Securities. The Senior Debt Securities will include the
following covenants:
Limitation on Liens. Unless otherwise indicated in the Prospectus
Supplement relating to a series of Senior Debt Securities, the Company will
<PAGE>
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 Senior 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 equally with the Senior Debt Securities) shall
be secured equally and ratably with or prior to such indebtedness. The Senior
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 Senior 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. See also "Exempted Indebtedness" below.
Limitation on Sale and Leaseback Transactions. Unless otherwise
indicated in the Prospectus Supplement relating to a series of Senior Debt
Securities, sale and leaseback transactions (which are defined in the Senior
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)
<PAGE>
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 Senior Debt Securities or Funded Indebtedness of the
Company or any Restricted Subsidiary on a parity with the Senior Debt
Securities or to purchase, improve or construct Principal Properties. 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 Senior 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. "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.
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 Senior 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 Senior Indenture. 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 Senior 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 Senior Debt
<PAGE>
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.
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.
Senior Subordinated Debt Securities. The Senior Subordinated Debt
Securities will include those covenants which may be set forth in the
Prospectus Supplement to which such Debt Securities relate, including the
following:
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 Senior Subordinated 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 Senior Subordinated Indenture.
Anti-Layering Restriction. The Senior Subordinated Debt Securities will
also include a covenant prohibiting the Company from incurring indebtedness
which is subordinated to any other indebtedness of the Company unless such
indebtedness is made (i) pari passu in right of payment to such Senior
Subordinated Debt Securities or (ii) subordinate in right of payment to such
Senior Subordinated Debt Securities.
Junior Subordinated Debt Securities. The Junior Subordinated Debt
Securities will include those covenants which may be set forth in the
<PAGE>
Prospectus Supplement to which such Debt Securities relate, including the
following:
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 Junior Subordinated 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 Junior Subordinated Indenture. In the case of
Corresponding Junior Subordinated Debt Securities, any such transaction must
also be permitted under the related Trust Agreement and Guarantee and must
not give rise to any breach or violation of the related Trust Agreement and
Guarantee.
In addition, in the event Corresponding Junior Subordinated Debt
Securities are issued to an Ingersoll-Rand Trust or a trustee of such Trust
in connection with the issuance of Trust Securities by such Ingersoll-Rand
Trust, such Corresponding Junior Subordinated Debt Securities subsequently
may be distributed pro rata to the holders of such Trust Securities in
connection with the dissolution of such Ingersoll-Rand Trust upon the
occurrence of certain events described in the Prospectus Supplement relating
to such Trust Securities. Only one series of Corresponding Junior
Subordinated Debt Securities will be issued to an Ingersoll-Rand Trust or a
trustee of such Trust in connection with the issuance of Trust Securities by
such Ingersoll-Rand Trust.
Unless otherwise provided in the applicable Prospectus Supplement, if
Corresponding Junior Subordinated Debt Securities are issued to an Ingersoll-
Rand Trust or a trustee of such Trust in connection with the issuance of
Trust Securities by such Ingersoll-Rand Trust and (i) there shall have
occurred an event that would constitute an Event of Default, (ii) the Company
shall be in default with respect to its payment of any obligations under the
related Trust Preferred Guarantee or Trust Common Guarantee or (iii) the
Company shall have given notice of its election to defer payments of interest
on such Corresponding Junior Subordinated Debt Securities by extending the
interest payment period as provided in the Indenture and such period, or any
extension thereof, shall be continuing, then (a) the Company shall not
declare or pay any dividend on, make any distribution with respect to, or
redeem, purchase or make a liquidation payment with respect to, any of its
capital stock, and (b) the Company shall not make any payment of interest,
principal or premium, if any, on or repay, repurchase or redeem any debt
securities which rank pari passu with or junior to such Corresponding Junior
Subordinated Debt Securities; provided that the foregoing restriction does
not apply to any stock dividends paid by the Company where the dividend stock
<PAGE>
is of the same class as that of the stock held by the holders receiving the
dividend.
If provided in the applicable Prospectus Supplement, the Company will
have the right at any time and from time to time during the term of any
series of Corresponding Junior Subordinated Debt Securities to defer payment
of interest for up to such number of consecutive interest payment periods as
may be specified in the applicable Prospectus Supplement (each, an "Extension
Period"), subject to the terms, conditions and covenants, if any, specified
in such Prospectus Supplement, provided that such Extension Period may not
extend beyond the Stated Maturity of such series of Corresponding Junior
Subordinated Debt Securities. Certain United States federal income tax
consequences and special considerations applicable to any such Corresponding
Junior Subordinated Debt Securities will be described in the applicable
Prospectus Supplement.
In the Junior Subordinated Indenture, the Company, as borrower, will
agree to pay to each Trust all debts and other obligations (other than with
respect to the Trust Securities) and all costs and expenses of such Trust
(including costs and expenses relating to the organization of such Trust, the
fees and expenses of the related Ingersoll-Rand Trustees and the costs and
expenses relating to the operation of such Trust) and the offering of the
Trust Preferred Securities, and to pay any and all taxes, duties, assessments
or other similar governmental charges (other than United States withholding
taxes), and all costs and expenses with respect to the foregoing, to which
such Trust might become subject.
Events of Default
As to each series of Debt Securities, an Event of Default is defined in
each Indenture as being: default in payment of any interest or any sinking
fund payment on such series which continues for 30 days (subject to the
deferral of any interest payment in the case of an Extension Period in the
case of the Junior Subordinated Indenture); default in payment of any
principal or premium, if any, on such series; default after written notice in
performance of any other covenant in such 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. Each 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, 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.
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 principal as may be specified
in the terms of that series) to be due and payable and, in the case of
<PAGE>
Corresponding Junior Subordinated Debt Securities, should the Trustee or the
holders of such Corresponding Junior Subordinated Debt Securities fail to
make such declaration, the holders of at least 25% in aggregate liquidation
amount of the Related Trust Preferred Securities shall have such right. 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. In the case of Corresponding Junior Subordinated Debt
Securities of a series, should the holders of such Corresponding Junior
Subordinated Debt Securities fail to annul a declaration or waive such
default, the holders of a majority in aggregate liquidation amount of the
series of Related Trust Preferred Securities affected shall have such right.
Subject to the provisions of each 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
such 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. Subject to such provisions for the
indemnification of the Trustee and certain limitations contained in each
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. In case an Event of
Default shall occur and be continuing as to a series of Corresponding Junior
Subordinated Debt Securities, the Property Trustee will have the right to
declare the principal of and the interest on such Corresponding Junior
Subordinated Debt Securities, and any other amounts payable under the Junior
Subordinated Indenture, to be forthwith due and payable and to enforce its
other rights as a creditor with respect to such Corresponding Junior
Subordinated Debt Securities. 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.
If an Event of Default with respect to a series of Corresponding Junior
Subordinated Debt Securities has occurred and is continuing and such event is
attributable to the failure of the Company to pay interest, premium (if any)
or principal on such Corresponding Junior Subordinated Debt Securities on the
date such interest, premium (if any) on principal is due and payable, a
holder of Related Trust Preferred Securities may institute a legal proceeding
directly against the Company for enforcement of payment to such holder of the
principal of or interest or premium (if any) on such Corresponding Junior
Subordinated Debt Securities having a principal amount equal to the aggregate
liquidation amount of the Related Trust Preferred Securities of such holder
(a "Direct Action"). The Company may not amend the Junior Subordinated
Indenture to remove the foregoing right to bring a Direct Action without the
prior written consent of the holders of all of the Trust Preferred Securities
outstanding. If the right to bring a Direct Action is removed, the applicable
Trust may become subject to the reporting obligations under the Exchange Act.
The Company shall have the right under the Junior Subordinated Indenture to
<PAGE>
set-off any payment made to such holder of Trust Preferred Securities by the
Company in connection with a Direct Action.
The holders of the Trust Preferred Securities will not be able to
exercise directly any remedies other than those set forth in the preceding
paragraph available to the holders of the Corresponding Junior Subordinated
Debt Securities unless there shall have been an event of default under the
Trust Agreement.
Defeasance
Each 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 such Indenture as to any series of Debt Securities (in the case
of Senior 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, or premium, 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 (the "IRS") to such
effect or an opinion of counsel to such effect based upon a ruling of the
IRS.
Modification of the Indentures
Each 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 such 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
<PAGE>
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 consent of the
holders of which is required for any such modification or for certain waivers
under such Indenture, provided that, in the case of Corresponding Junior
Subordinated Debt Securities, so long as any Related Trust Preferred
Securities remain outstanding, (a) no such modification may be made that
adversely affects the holders of such Trust Preferred Securities in any
material respect, and no termination of the Junior Subordinated Indenture may
occur, and no waiver of any Event of Default or compliance with any covenant
under the Junior Subordinated Indenture may be effective, without the prior
consent of the holders of at least a majority of the aggregate liquidation
amount of all Related Trust Preferred Securities affected unless and until
the principal of the Corresponding Junior Subordinated Debt Securities and
all accrued and unpaid interest thereon have been paid in full and certain
other conditions have been satisfied, and (b) where a consent under the
Junior Subordinated Indenture would require the consent of each holder of
Corresponding Junior Subordinated Debt Securities, no such consent shall be
given by the Property Trustee without the prior consent of each holder of
Related Trust Preferred Securities.
Subordination of Senior Subordinated and Junior Subordinated Debt Securities
The payment of the principal of, premium, if any, and interest, if any,
on the Senior Subordinated Debt Securities and the Junior Subordinated Debt
Securities will be subordinated, to the extent and in the manner set forth in
the Senior Subordinated Indenture and Junior Subordinated Indenture,
respectively, and as may be further described in the applicable Prospectus
Supplement, in right of payment to the prior payment in full in cash or cash
equivalents of all Senior Indebtedness which may at any time and from time to
time be outstanding.
Unless otherwise provided in the applicable Prospectus Supplement with
respect to an issue of Senior Subordinated Debt Securities or Junior
Subordinated Debt Securities, in the event of any insolvency or bankruptcy
case or proceeding, or any receivership, liquidation, reorganization or other
similar case or proceeding in connection therewith, relating to the Company
or its assets, or any liquidation, dissolution or other winding-up of the
Company, whether voluntary or involuntary, or any assignment for the benefit
of creditors or other marshalling of assets or liabilities of the Company,
all Senior Indebtedness of the Company must be paid in full or such payment
must be provided for before any payment or distribution (excluding the
distribution of certain permitted equity or subordinated securities) is made
on account of the principal, premium, if any, sinking fund, if any, or
interest, if any, on any Senior Subordinated Debt Securities or Junior
Subordinated Debt Securities, as the case may be.
In addition, the applicable Prospectus Supplement may provide that no
payment on account of the Senior Subordinated Debt Securities or Junior
Subordinated Debt Securities offered thereby shall be made during the
continuance of certain defaults with respect to the Senior Indebtedness or
certain designated Senior Indebtedness of the Company.
<PAGE>
In the event that, notwithstanding the foregoing, any payment or
distribution of assets (excluding the distribution of certain permitted
equity or subordinated securities) of the Company is received by the Senior
Subordinated Trustee or the Junior Subordinated Trustee or the holders of any
of the Senior Subordinated Debt Securities or Junior Subordinated Debt
Securities, as the case may be, under the circumstances described above and
before all Senior Indebtedness is paid in full, such payment or distribution
will be paid over to the holders of such Senior Indebtedness or on their
behalf for application to the payment of all such Senior Indebtedness
remaining unpaid until all such Senior Indebtedness has been paid in full or
such payment provided for, after giving effect to any concurrent payment or
distribution to the holders of such Senior Indebtedness.
If the Company fails to make any payments on the Senior Subordinated
Debt Securities or the Junior Subordinated Debt Securities of any series when
due or within any applicable grace period, whether or not on account of any
payment blockage provisions that may be set forth in the applicable
Prospectus Supplement, such failure would constitute an Event of Default
under the relevant Indenture and would enable the holders of such Debt
Securities to accelerate the maturity thereof. See "--Events of Default."
By reason of such subordination, in the event of any distribution of
assets of the Company upon dissolution, winding up, liquidation,
reorganization or other similar proceedings of the Company, (i) holders of
Senior Indebtedness will be entitled to be paid in full before payments may
be made on the Senior Subordinated Debt Securities or the Junior Subordinated
Debt Securities and the holders of Senior Subordinated Debt Securities and
Junior Subordinated Debt Securities will be required to pay over their share
of such distribution to the holders of Senior Indebtedness until such Senior
Indebtedness is paid in full and (ii) creditors of the Company who are
neither holders of Senior Subordinated Debt Securities or Junior Subordinated
Debt Securities nor holders of Senior Indebtedness may recover less, ratably,
than holders of Senior Indebtedness and may recover more, ratably, than the
holders of the Senior Subordinated Debt Securities and Junior Subordinated
Debt Securities. Furthermore, such subordination may result in a reduction or
elimination of payments to the holders of Senior Subordinated Debt Securities
and Subordinated Debt Securities. The Senior Subordinated Indenture and
Junior Subordinated Indenture provide that the subordination provisions
thereof will not apply to any money and securities held in trust pursuant to
the discharge, defeasance and covenant defeasance provisions of such
Indenture (see "--Defeasance" above).
If this Prospectus is being delivered in connection with the offering of
a series of Senior Subordinated Debt Securities or Junior Subordinated Debt
Securities, the accompanying Prospectus Supplement or the information
incorporated by reference herein will set forth the definitions of Senior
Indebtedness and Designated Senior Indebtedness applicable thereto, any
payment blockage provisions and the approximate amount of such Senior
Indebtedness outstanding as of a recent date.
<PAGE>
Concerning the Trustee
The Company may from time to time maintain lines of credit and have
other customary banking relationships with each Trustee and its affiliated
banks.
Corresponding Junior Subordinated Debt Securities
The Corresponding Junior Subordinated Debt Securities may be issued in
one or more series of Junior Subordinated Debt Securities under the Junior
Subordinated Indenture with terms corresponding to the terms of a series of
Related Trust Preferred Securities. In that event, concurrently with the
issuance of the Related Trust Preferred Securities, such Trust will invest
the proceeds thereof and the consideration paid by the Company for the Trust
Common Securities of such Trust in such series of Corresponding Junior
Subordinated Debt Securities issued by the Company to such Trust. Each series
of Corresponding Junior Subordinated Debt Securities will be in the principal
amount equal to the aggregate stated liquidation amount of the Related Trust
Preferred Securities and the Trust Common Securities of such Trust and will
rank pari passu with all other series of Junior Subordinated Debt Securities.
Holders of the Related Trust Preferred Securities for a series of
Corresponding Junior Subordinated Debt Securities will have the rights, in
connection with modifications to the Junior Subordinated Indenture or upon
occurrence of Events of Default, as described above under "--Modification of
the Indentures" and "--Events of Default," unless provided otherwise in the
Prospectus Supplement for such Related Trust Preferred Securities.
The applicable Prospectus Supplement will also set forth the terms of
any redemption provisions applicable to the Corresponding Junior Subordinated
Debt Securities and any other provisions and covenants.
The Company will covenant, as to each series of Corresponding Junior
Subordinated Debt Securities, (i) to maintain directly or indirectly 100%
ownership of the Trust Common Securities of the Trust to which such
Corresponding Junior Subordinated Debt Securities have been issued, provided
that certain successors which are permitted pursuant to the Junior
Subordinated Indenture may succeed to the Company's ownership of the Trust
Common Securities, (ii) not to voluntarily terminate, wind up or liquidate
any Trust, except (a) in connection with a distribution of Corresponding
Junior Subordinated Debt Securities to the holders of the Trust Preferred
Securities in exchange therefor upon liquidation of such Trust, or (b) in
connection with certain mergers or consolidations permitted by the related
Trust Agreement and (iii) to use its reasonable efforts, consistent with the
terms and provisions of the related Trust Agreement, to cause such Trust to
remain classified as a grantor trust and not as an association taxable as a
corporation for United States federal income tax purposes.
<PAGE>
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
The Company may issue Stock Purchase Contracts, representing contracts
obligating holders to purchase from the Company, and the Company to sell to
the holders, a specified number of shares of Common Stock at a future date or
dates. The price per share of Common Stock may be fixed at the time the
Stock Purchase Contracts are issued or may be determined by reference to a
specific formula set forth in the Stock Purchase Contracts. The Stock
Purchase Contracts may be issued separately or as a part of Stock Purchase
Units consisting of a Stock Purchase Contract and Debt Securities or Trust
Preferred Securities or debt obligations of third parties, including U.S.
Treasury securities, securing the holders' obligations to purchase the Common
Stock under the Stock Purchase Contracts. The Stock Purchase Contracts may
require the Company to make periodic payments to the holders of the Stock
Purchase Units or vice-versa, and such payments may be unsecured or prefunded
on some basis. The Stock Purchase Contracts may require holders to secure
their obligations thereunder in a specified manner.
The applicable Prospectus Supplement will describe the terms of any
Stock Purchase Contracts or Stock Purchase Units.
DESCRIPTION OF TRUST PREFERRED SECURITIES
Each Ingersoll-Rand Trust may issue only one series of Trust Preferred
Securities having terms described in the Prospectus Supplement relating
thereto. The Trust Agreement of each Ingersoll-Rand Trust authorizes the
Regular Trustees of each Ingersoll-Rand Trust to issue on behalf of such
Ingersoll-Rand Trust one series of Trust Preferred Securities. The Trust
Agreement will be qualified as an indenture under the Trust Indenture Act.
The Trust Preferred Securities will have such terms, including distributions,
redemption, voting, liquidation rights and such other preferred, deferred or
other special rights or such restrictions, as shall be set forth in the Trust
Agreement or made part of the Trust Agreement by the Trust Indenture Act.
Reference is made to any Prospectus Supplement relating to the Trust
Preferred Securities for specific terms including (i) the distinctive
designation of such Trust Preferred Securities, (ii) the number of Trust
Preferred Securities issued, (iii) the annual distribution rate (or method of
determining such rate) for Trust Preferred Securities and the date or dates
upon which such distributions shall be payable, (iv) whether distributions on
Trust Preferred Securities shall be cumulative, and, in the case of Trust
Preferred Securities having such cumulative distribution rights, the date or
dates or method determining the date or dates from which distributions on
Trust Preferred Securities shall be cumulative, (v) the amount or amounts
which shall be paid out of the assets of such trust to the holders of Trust
Preferred Securities upon voluntary or involuntary dissolution, winding-up or
termination of such Ingersoll-Rand Trust, (vi) the obligation, if any, of
such Ingersoll-Rand Trust to purchase or redeem Trust Preferred Securities
and the price or prices at which, the period or periods within which and the
terms and conditions upon which Trust Preferred Securities issued by such
Ingersoll-Rand Trust shall be purchased or redeemed, in whole or in part,
pursuant to such obligation, (vii) the voting rights, if any, of Trust
Preferred Securities issued by such Ingersoll-Rand Trust in addition to those
<PAGE>
required by law, including the number of votes per Trust Preferred Security
and any requirement for the approval by the holders of Trust Preferred
Securities, or of Trust Preferred Securities issued by both Ingersoll-Rand
Trusts, as a condition to specified action or amendments to the Trust
Agreement of such Ingersoll-Rand Trust, (viii) whether the Trust Preferred
Securities will be issued in the form of one or more global securities and
(ix) any other relevant rights, preferences, privileges, limitations or
restrictions of Trust Preferred Securities issued by such Ingersoll-Rand
Trust consistent with the Trust Agreement of such Trust or with applicable
law. All Trust Preferred Securities offered hereby will be guaranteed by the
Company to the extent set forth below under "Description of Trust Preferred
Guarantees." Certain United States federal income tax consideration
applicable to any offering of Trust Preferred Securities will be described in
the Prospectus Supplement relating thereto.
In connection with the issuance of Trust Preferred Securities, each
Ingersoll-Rand Trust will issue one series of Trust Common Securities. The
Trust Agreement of each Ingersoll-Rand Trust authorizes the Regular Trustees
to issue on behalf of such Ingersoll-Rand Trust one series of Trust Common
Securities having such terms including distributions, redemption, voting,
liquidation rights or such restrictions as shall be set forth therein. The
terms of the Trust Common Securities issued by an Ingersoll-Rand Trust will
be substantially identical to the terms of the Trust Preferred Securities
issued by such trust and the Trust Common Securities will rank pari passu,
and payments will be made thereon pro rata, with the Trust Preferred
Securities except that, upon the occurrence and during the continuation of an
event of default under the Trust Agreement, the rights of the holders of the
Trust Common Securities to payment in respect of distributions and payments
upon liquidation, redemption and otherwise will be subordinated to the rights
of the holders of the Trust Preferred Securities. Except in certain limited
circumstances, the Trust Common Securities will also carry the right to vote
and to appoint, remove or replace any of the Ingersoll-Rand Trustees. All of
the Trust Common Securities will be directly or indirectly owned by the
Company.
DESCRIPTION OF TRUST PREFERRED GUARANTEES
Set forth below is a summary of information concerning the Trust
Preferred Guarantees that will be executed and delivered by the Company for
the benefit of the holders, from time to time, of Trust Preferred Securities.
Each Trust Preferred Guarantee Agreement under which Trust Preferred
Guarantees are issued will be qualified as an indenture under the Trust
Indenture Act. The trustee under each Trust Preferred Guarantee (the
"Guarantee Trustee") will be identified in the relevant Prospectus
Supplement, and will be a financial institution not affiliated with the
Company that has a combined capital and surplus of not less than $50,000,000.
The terms of each Trust Preferred Guarantee will be those set forth in such
Trust Preferred Guarantee and those made part of such Trust Preferred
Guarantee by the Trust Indenture Act. This summary does not purport to be
complete and makes use of certain terms defined in the Trust Preferred
Guarantee Agreement and is subject in all respects to the provisions of, and
is qualified in its entirety by reference to, the form of Trust Preferred
<PAGE>
Guarantee, which is filed as an exhibit to the Registration Statement of
which this Prospectus forms a part, and the Trust Indenture Act. Each Trust
Preferred Guarantee will be held by the Trust Preferred Guarantee Trustee for
the benefit of the holders of the Trust Preferred Securities of the
applicable Ingersoll-Rand Trust.
General
Pursuant to each Trust Preferred Guarantee, the Company will
unconditionally agree, to the extent set forth herein, to pay in full to the
holders of the Trust Preferred Securities issued by each Ingersoll-Rand
Trust, the Trust Preferred Guarantee Payments (as defined herein) (except to
the extent paid by such Ingersoll-Rand Trust), as and when due, regardless of
any defense, right of set-off or counterclaim which such Ingersoll-Rand Trust
may have or assert. The following payments with respect to Trust Preferred
Securities issued by each Ingersoll-Rand Trust (the "Trust Preferred
Guarantee Payments"), to the extent not paid by such Ingersoll-Rand Trust,
will be subject to the Trust Preferred Guarantee (without duplication): (i)
any accumulated and unpaid distributions that are required to be paid on such
Trust Preferred Securities, but if and only to the extent that in each case
the Company has made a payment to the related Property Trustee of interest,
principal and premium, if any, on the subordinated Debt Securities held in
such Ingersoll-Rand Trust as trust assets, (ii) the redemption price,
including all accrued and unpaid distributions (the "Redemption Price"), but
if and only to the extent that in each case the Company has made a payment to
the related Property Trustee of interest and principal on the subordinated
Debt Securities held in such Ingersoll-Rand Trust as trust assets with
respect to any Trust Preferred Securities called for redemption by such
Ingersoll-Rand Trust and (iii) upon a voluntary or involuntary dissolution,
winding-up or termination of such Ingersoll-Rand Trust (other than in
connection with the distribution of Corresponding Junior Subordinated Debt
Securities to the holders of Trust Preferred Securities or the redemption of
all of the Trust Preferred Securities), the lesser of (a) the aggregate of
the liquidation amount and all accrued and unpaid distributions on such Trust
Preferred Securities to the date of payment to the extent such Ingersoll-Rand
Trust has funds available therefor or (b) the amount of assets of such
Ingersoll-Rand Trust remaining available for distribution to holders of such
Trust Preferred Securities in liquidation of such Ingersoll-Rand Trust. The
Company's obligation to make a Trust Preferred Guarantee Payment may be
satisfied by direct payment of the required amounts by the Company to the
holders of Trust Preferred Securities or by causing the applicable Ingersoll-
Rand Trust to pay such amounts to such holders.
Each Trust Preferred Guarantee will be a guarantee with respect to the
Trust Preferred Securities issued by the applicable Ingersoll-Rand Trust from
the time of issuance of such Trust Preferred Securities but will not apply to
any payment of distributions except to the extent the Company has made a
payment to the related Property Trustee of interest or principal on the
subordinated Debt Securities held in such Ingersoll-Rand Trust as trust
assets. If the Company does not make interest payments on the Corresponding
Junior Subordinated Debt Securities purchased by an Ingersoll-Rand Trust,
such Ingersoll-Rand Trust will not pay distributions on the Trust Preferred
<PAGE>
Securities issued by such Ingersoll-Rand Trust and will not have funds
available therefor and such payment obligation will therefore not be
guaranteed by the Company under the Trust Preferred Guarantee. See
"Description of Trust Preferred Securities" and "Description of Debt
Securities--Certain Covenants of the Company."
The Company's obligations under the Trust Agreement for each Ingersoll-
Rand Trust, the Trust Preferred Guarantee issued with respect to Trust
Preferred Securities issued by that Ingersoll-Rand Trust, the Corresponding
Junior Subordinated Debt Securities purchased by that Ingersoll-Rand Trust
and the related Junior Subordinated Indenture in the aggregate will provide a
full and unconditional guarantee on a junior subordinated basis by the
Company of payments due on the Trust Preferred Securities issued by that
Ingersoll-Rand Trust.
The Company has also agreed to unconditionally guarantee the obligations
of the Ingersoll-Rand Trusts with respect to the Trust Common Securities (the
"Trust Common Guarantees") to the same extent as the Trust Preferred
Guarantees, except that, upon an event of default under the Subordinated
Indenture, holders of Trust Preferred Securities under the Trust Preferred
Guarantees shall have priority over holders of Trust Common Securities under
the Trust Common Guarantee with respect to distributions and payments on
liquidation, redemption or otherwise.
Certain Covenants of the Company
In each Trust Preferred Guarantee, the Company will covenant that, so
long as any Trust Preferred Securities issued by the applicable Ingersoll-
Rand Trust remain outstanding, if there shall have occurred any event that
would constitute an event of default under such Trust Preferred Guarantee or
the Declaration of such Ingersoll-Rand Trust, then (a) the Company shall not
declare or pay any dividend on, or make any distribution with respect to, or
redeem, purchase, acquire or make a liquidation payment with respect to, any
of its capital stock and (b) the Company shall not make any payment of
interest, principal or premium, if any, on or repay, repurchase or redeem any
debt securities issued by the Company which rank junior to such Corresponding
Junior Subordinated Debt Securities. However, each Trust Preferred Guarantee
will except from the foregoing any stock dividends paid by the Company, or
any of its subsidiaries, where the dividend stock is of the same class as
that on which the dividend is being paid.
Modification of the Trust Preferred Guarantees; Assignment
Except with respect to any changes that do not adversely affect the
rights of holders of Trust Preferred Securities in any material respect (in
which case no vote will be required), each Trust Preferred Guarantee may be
amended only with the prior approval of the holders of not less than a
majority in liquidation amount of the outstanding Trust Preferred Securities
issued by the applicable Ingersoll-Rand Trust. The manner of obtaining any
such approval of holders of such Trust Preferred Securities will be set forth
in an accompanying Prospectus Supplement. All guarantees and agreements
contained in a Trust Preferred Guarantee shall bind the successor, assignees,
<PAGE>
receivers, trustees and representatives of the Company and shall inure to the
benefit of the holders of the Trust Preferred Securities of the applicable
Ingersoll-Rand Trust then outstanding.
Events of Default
An Event of Default under the Trust Preferred Guarantee will occur upon
the failure of the Company to perform any of its payments or other
obligations thereunder. The holders of a majority in liquidation amount of
the Trust Preferred Securities to which a Trust Preferred Guarantee relates
have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trust Preferred Guarantee Trustee
in respect of the Trust Preferred Guarantee or to direct the exercise of any
trust or power conferred upon the Trust Preferred Guarantee Trustee under the
Trust Preferred Guarantee.
If the Trust Preferred Guarantee Trustee fails to enforce such Trust
Preferred Guarantee, any holder of Trust Preferred Securities relating to
such Trust Preferred Guarantee may, after a period of 30 days has elapsed
from such holder's written request to the Trust Preferred Guarantee Trustee
to enforce the Trust Preferred Guarantee, institute a legal proceeding
directly against the Company to enforce the Trust Preferred Guarantee
Trustee's rights under such Trust Preferred Guarantee without first
instituting a legal proceeding against the relevant Ingersoll-Rand Trust, the
Trust Preferred Guarantee Trustee or any other person or entity.
The Company will be required to provide annually to the Trust Preferred
Guarantee Trustee a statement as to the performance by the Company of certain
of its obligations under each of the Trust Preferred Guarantees and as to any
default in such performance and an officer's certificate as to the Company's
compliance with all conditions under each of the Trust Preferred Guarantees.
Termination of Trust Preferred Guarantees
Each Trust Preferred Guarantee will terminate as to the Trust Preferred
Securities issued by the applicable Ingersoll-Rand Trust upon full payment of
all distributions relating to the Trust Preferred Securities or the
Redemption Price of all Trust Preferred Securities of such Trust, upon
distribution of the Subordinated Debt Securities held by such Ingersoll-Rand
Trust to the holders of the Trust Preferred Securities of such Ingersoll-Rand
Trust or upon full payment of the amounts payable in accordance with the
Declaration of such Ingersoll-Rand Trust upon liquidation of such Ingersoll-
Rand Trust. Each Trust Preferred Guarantee will continue to be effective or
will be reinstated, as the case may be, if at any time any holder of Trust
Preferred Securities issued by the applicable Ingersoll-Rand Trust must
restore payment of any sums paid under such Trust Preferred Securities or
such Trust Preferred Guarantee.
Status of Trust Preferred Guarantees
Each Trust Preferred Guarantee will constitute an unsecured obligation
of the Company and will rank (i) subordinate and junior in right of payment
<PAGE>
to all other liabilities of the Company, (ii) pari passu with the most senior
Preference Stock now or hereafter issued by the Company and with any
guarantee now or hereafter entered into by the Company in respect of any
Preference Stock of any affiliate of the Company and (iii) senior to the
Company's Common Stock. The terms of the Trust Preferred Securities provide
that each holder of Trust Preferred Securities issued by such Ingersoll-Rand
Trust by acceptance thereof agrees to the subordination provisions and other
terms of the applicable Trust Preferred Guarantee.
The Trust Preferred Guarantee Trustee shall enforce the Trust Preferred
Guarantee on behalf of the holders of the Trust Preferred Securities issued
by the applicable Ingersoll-Rand Trust. The holders of not less than a
majority in aggregate liquidation amount of the Trust Preferred Securities
issued by the applicable Ingersoll-Rand Trust have the right to direct the
time, method and place of conducting any proceeding for any remedy available
in respect of the related Trust Preferred Guarantee, including the giving of
directions of the Trust Preferred Guarantee Trustee. If the Trust Preferred
Guarantee Trustee fails to enforce such Trust Preferred Guarantee, any holder
of Trust Preferred Securities issued by the applicable Ingersoll-Rand Trust
may institute a legal proceeding directly against the Company, as Guarantor,
to enforce its rights under such Trust Preferred Guarantee, without first
instituting a legal proceeding against the applicable Ingersoll-Rand Trust or
any other person or entity.
Each Trust Preferred Guarantee will constitute a guarantee of payment
and not of collection (that is, the guaranteed party may institute a legal
proceeding directly against the guarantor to enforce its rights under a Trust
Preferred Guarantee without instituting a legal proceeding against any other
person or entity).
PLAN OF DISTRIBUTION
The Company or any Ingersoll-Rand Trust may sell the 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 Securities directly to other
purchasers or dealers or through agents.
The distribution of 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
Securities.
In connection with the sale of Securities, such underwriters, dealers
and agents may receive compensation from the Company or an Ingersoll-Rand
Trust, or from purchasers of 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 Securities and, in certain
cases, direct purchasers from the Company or from an Ingersoll-Rand Trust,
may be deemed to be "underwriters" and any discounts or commissions received
by them and any profit on the resale of Securities by them may be deemed to
<PAGE>
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 or by an
Ingersoll-Rand Trust, underwriters, dealers and agents who participate in the
distribution of 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 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 Securities (other than the
Trust Preferred Securities) will be passed upon for the Company by Patricia
Nachtigal, Esq., Vice President and General Counsel of the Company. The
validity of the Trust Preferred Securities will be passed upon for the
Company and the Ingersoll-Rand Trusts by Richards, Layton & Finger. Certain
legal matters will be passed upon 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, 1996 have been so incorporated in reliance on the reports of
Price Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the Registrant's expenses in connection
with the issuance of the securities being registered. Except for the
registration fee, the amounts listed below are estimates.
<TABLE>
<CAPTION>
<S> <C>
Registration Fee -- Securities and Exchange Commission . . . . . . . . . . $ 318,182
Printing of Registration Statement, Prospectus, Indenture, etc. . . . . . . 25,000
Blue Sky Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000
Accountants' Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . 40,000
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,182
---------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 550,000
=========
</TABLE>
Item 15. 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 and officers 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 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
<PAGE>
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. Sections 1 and 2 of Article IX of the Company's
By-Laws also provide directors and officers with certain rights to indemnity
that are substantially similar to the foregoing provisions of Article
Seventh.
Section 14A: 3-5 of the Act provides that no indemnification shall be
made if such person shall have been adjudged liable for negligence or
misconduct unless the court in which such proceeding was brought determines
upon application that the defendant, officers or directors are fairly and
reasonably entitled to indemnity for such expenses despite such adjudication
of liability. In any case, a corporation must indemnify an officer director
against expenses (including attorney's fees) to the extent that he has been
successful on the merits or otherwise or in defense of any claim or issue.
The Company has a liability insurance policy in effect which covers
certain claims against any officer or director of the Company by reason of
certain breaches of duty, neglect, errors or omissions committed by such
person in his capacity as an officer or director.
Under the Trust Agreement of each Ingersoll-Rand Trust, the Company will
agree to indemnify each of the Regular Trustees of such Ingersoll-Rand Trust
(or any predecessor trustee for such Ingersoll-Rand Trust), and to hold
harmless such Regular Trustee against any loss, damage, claims, liability or
expense incurred without negligence or bad faith on its part arising out of
or in connection with the acceptance or administration of such Trust
Agreement, including the costs and expenses of defending itself against any
claim or liability in connection with the exercise or performance of any of
its powers or duties under such Trust Agreement.
Item 16. Exhibits.
<F1>4.1 -- Restated Certificate of Incorporation of Ingersoll-Rand
Company, as amended through May 28, 1992. (Incorporated by
<PAGE>
reference from Form 10-K of Ingersoll-Rand Company for Fiscal
Year Ended December 31, 1993.)
<F2>4.2 -- Certificate of Amendment to Restated Certificate of
Incorporation of Ingersoll-Rand Company, filed August 20,
1997.
<F2>4.3 -- By-Laws of Ingersoll-Rand Company, as amended through
September 1, 1997.
<F1>4.4 -- Rights Agreement, dated as of December 7, 1988, as amended by
amendment No. 1 thereto dated as of December 7, 1994, between
Ingersoll-Rand Company and The Bank of New York, as Rights
Agent (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 on December 15, 1994.)
<F1>4.5 -- Senior Indenture between Ingersoll-Rand Company and The Bank
of New York (Incorporated by reference from Exhibit 4.1 to the
Company's Form S-3 Registration Statement No. 33-39474).
<F1>4.6 -- First Supplemental Indenture (Incorporated by reference from
Exhibit 4.2 to the Company's Form S-3 Registration Statement
No. 33-39474)
<F1>4.7 -- Second Supplemental Indenture (Incorporated by reference from
Exhibit 4.3 to the Company's Form S-3 Registration Statement
No. 33-39474).
<F1>4.8 -- Form of Indenture with respect to Senior Subordinated Debt
Securities (Incorporated by reference from Exhibit 4.7 to the
Company's Form S-3 Registration Statement No. 333-34029).
<F1>4.9 -- Form of Indenture with respect to Junior Subordinated Debt
Securities (Incorporated by reference from Exhibit 4.8 to the
Company's Form S-3 Registration Statement No. 333-34029).
4.10 -- The form or forms of any series of Debt Securities or
Preference Stock and the Articles of Amendment for any series
of Preference Stock will be filed as an exhibit to a Current
Report on Form 8-K and incorporated herein by reference.
<F1>4.11 -- Certificate of Trust of Ingersoll-Rand Financing I
(Incorporated by reference from Exhibit 4.10 to the Company's
Form S-3 Registration Statement No. 333-34029).
<F1>4.12 -- Certificate of Trust of Ingersoll-Rand Financing II
(Incorporated by reference from Exhibit 4.11 to the Company's
Form S-3 Registration Statement No. 333-34029).
<F1>4.13 -- Trust Agreement of Ingersoll-Rand Financing I (Incorporated by
reference from Exhibit 4.12 to the Company's Form S-3
Registration Statement No. 333-34029).
<PAGE>
<F1>4.14 -- Trust Agreement of Ingersoll-Rand Financing II (Incorporated
by reference from Exhibit 4.13 to the Company's Form S-3
Registration Statement No. 333-34029).
<F1>4.15 -- Form of Amended and Restated Trust Agreement of Ingersoll-Rand
Financing I and Ingersoll-Rand Financing II (Incorporated by
reference from Exhibit 4.14 to the Company's Form S-3
Registration Statement No. 333-34029).
<F1>4.16 -- Form of Trust Preferred Securities Guarantee Agreement
(Incorporated by reference from Exhibit 4.14 to the Company's
Form S-3 Registration Statement No. 333-34029).
<F2>5.1 -- Opinion of Patricia Nachtigal, Esq., Vice President and General
Counsel.
<F2>5.2 -- Opinion of Richards, Layton & Finger (Ingersoll-Rand Financing
I).
<F2>5.3 -- Opinion of Richards, Layton & Finger (Ingersoll-Rand Financing
II).
<F1>12 -- Computation of Ratio of Earnings to Fixed Charges
(Incorporated by reference from Exhibit 12 to the Company's
Form 10-Q for the Fiscal Quarter Ended June 30, 1997).
23.1 -- Consent of Patricia Nachtigal, Esq. (included in Exhibit 5.1).
23.2 -- Consent of Richards, Layton & Finger (included in Exhibits 5.2
and 5.3).
<F2>23.3 -- Consent of Independent Accountants.
<F2>24.1 -- Powers of Attorney (Ingersoll-Rand Company).
<F2>24.2 -- Powers of Attorney (Ingersoll-Rand Financing I and Ingersoll-
Rand Financing II).
<F2>25.1 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of The Bank of New York, as Senior Debt Trustee.
__________________
[FN]
<F1> Incorporated by reference as indicated.
<F2> Filed herewith.
Item 17. Undertakings
The undersigned Registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
Registration Statement:
<PAGE>
(i) To include any prospectus required by Section 10(a) (3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the 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 the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (i) and (ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and 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 that are incorporated by reference in the Registration
Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 the purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's Annual Report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15 (d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the 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) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b) (1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective; and
(6) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
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.
<PAGE>
Ingersoll-Rand Trust I and Ingersoll-Rand Trust II each hereby
undertakes to provide to the underwriter at the closing specified in the
applicable underwriting agreement, certificates in such denominations and
registered in such names as required by the underwriter to permit prompt
delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions specified in Item 15 of this
Registration Statement 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 said 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.
The undersigned registrants hereby undertake to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with
the rules and regulations prescribed by the Commission under Section
305(b)(2) of the Act.
<PAGE>
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-3 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 the 2nd day of
October, 1997.
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 the 2nd day of October, 1997.
Signature Title
--------- -----
/s/ James E. Perrella Chairman of the Board, President, Chief
--------------------- Executive Officer and Director (Principal
(James E. Perrella) Executive Officer)
/s/ Gerard V. Geraghty Vice President and Comptroller (Principal
---------------------- Financial and Accounting Officer)
(Gerard V. Geraghty)
Joseph P. Flannery*
------------------ Director
(Joseph P. Flannery)
Constance J. Horner* Director
-------------------
(Constance J. Horner)
H. William Lichtenberger* Director
- ------------------------
(H. William Lichtenberger)
<PAGE>
Theodore E. Martin* Director
------------------
(Theodore E. Martin)
Orin R. Smith* Director
----------------
(Orin R. Smith)
Richard J. Swift* Director
----------------
(Richard J. Swift)
J. Frank Travis* Director
---------------
(J. Frank Travis)
Tony L. White* Director
-----------------
(Tony L. White)
*By: /s/ Patricia Nachtigal
----------------------
(Patricia Nachtigal),
Attorney-in-Fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of
Ingersoll-Rand Financing I and Ingersoll-Rand Financing II certifies that it
has reasonable grounds to believe that it meets all the requirements for
filing on Form S-3 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 the 2nd day of October, 1997.
INGERSOLL-RAND FINANCING I
By: INGERSOLL-RAND COMPANY, as Depositor
By: /s/ Patricia Nachtigal
--------------------------
Name: Patricia Nachtigal
Title: Vice President and General Counsel
INGERSOLL-RAND FINANCING II
By: INGERSOLL-RAND COMPANY, as Depositor
By: /s/ Patricia Nachtigal
--------------------------
Name: Patricia Nachtigal
Title: Vice President and General Counsel
Exhibit 4.2
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
INGERSOLL-RAND COMPANY
To: Secretary of State
State of New Jersey
Pursuant to the provisions of Section 14A:7-15.1(2) of the New Jersey
Business Corporation Act, the undersigned corporation, organized under the
laws of the State of New Jersey, executes and submits the following
certificate for the purpose of amending its Restated Certificate of
Incorporation:
FIRST: The name of the corporation is Ingersoll-Rand Company (the
"Company").
SECOND: On August 6, 1997, the Board of Directors of the Company
approved a resolution declaring a share dividend of one additional share of
Common Stock, $2 par value per share, of the Company (the "Common Stock") for
each two outstanding shares of the Common Stock, payable September 2, 1997 to
shareholders of record of Common Stock as of the close of business on August
19, 1997, and in connection therewith adopted a resolution amending,
effective September 2, 1997, the first paragraph of Article Fourth of the
Company's Restated Certificate of Incorporation to increase the number of
shares of Common Stock which the Company is authorized to issue to
600,000,000. The first paragraph of said Article Fourth, as so amended,
shall read as follows:
"The aggregate number of shares which the Company
shall have authority to issue is 610,000,000,
consisting of 10,000,000 shares of Preference Stock,
without nominal or par value (hereinafter referred
to as 'Preference Stock'), and 600,000,000 shares of
Common Stock, of the par value of $2 per share
(hereinafter referred to as 'Common Stock')."
THIRD: The foregoing amendment to the Restated Certificate
of Incorporation will not adversely affect the rights or preferences of the
holders of outstanding shares of any class or series and will not result in
the percentage of authorized shares that remains unissued after the share
dividend exceeding the percentage of authorized shares that was unissued
before the share dividend.
<PAGE>
FOURTH: The number of shares of Common Stock subject to the
share dividend is 111,444,920 and the number of shares to be issued in
connection with the share dividend is 55,722,460.
FIFTH: The share dividend and the amendment referred to
above shall become effective on September 2, 1997.
Dated this 15th day of August, 1997
INGERSOLL-RAND COMPANY
By: /s/ Patricia Nachtigal
------------------------------
Patricia Nachtigal
Vice President
Exhibit 4.3
BY-LAWS
of
INGERSOLL-RAND COMPANY
As amended through September 1, 1997
<PAGE>
BY-LAWS
of
INGERSOLL-RAND COMPANY
----------------------
ARTICLE I.
STOCKHOLDERS' MEETINGS
----------------------
Section 1. Annual Meeting: The annual meeting of the Stockholders of the
Company shall be held on the fourth Thursday of April, in each year, or such
other date as the Board of Directors may determine, at such hour and at such
place within or without the State of New Jersey as may be fixed by the Board
of Directors and stated in the notice of the meeting, for the election of
Directors of the Company and for the transaction of such other business as
may come before it in accordance with the provisions of these By-Laws.
At any such annual meeting of Stockholders, only such business shall be
conducted as shall have been brought before the meeting (a) by or at the
direction of the Board of Directors, or (b) by any Stockholder entitled to
vote at such meeting who complies with the procedures set forth in this
Section 1. Any Stockholder entitled to vote at such meeting may propose
business to be included in the agenda of such meeting only if written notice
of such Stockholder's intent is given to the Secretary of the Company, either
by personal delivery or by United States mail, postage prepaid, not later
than 90 days in advance of the anniversary of the immediately preceding
annual meeting or if the date of the annual meeting of Stockholders occurs
more than 30 days before or 60 days after the anniversary of such immediately
preceding annual meeting, not later than the close of business on the seventh
day following the date on which notice of such meeting is given to
Stockholders. A Stockholder's notice to the Secretary shall set forth in
writing as to each matter such Stockholder proposes to bring before the
annual meeting (a) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (b) the name and address, as they appear on the Company's
books, of the Stockholder proposing such business, (c) the class and number
of shares of the Company which are beneficially owned by the Stockholder and
(d) any material interest of the Stockholder in such business. Notwithstanding
anything in these By-Laws to the contrary, no business shall be conducted at an
annual meeting except in accordance with the procedures set forth in this
Section 1. The officer of the Company or other person presiding at the annual
meeting shall, if the facts so warrant, determine and declare to the meeting
that business was not properly brought before the meeting in accordance with
the provisions of this Section 1, and, if such officer or other person should
so determine, he or she shall so declare to the meeting and any such business
not properly brought before the meeting shall not be transacted.
<PAGE>
Section 2. Special Meetings: Special meetings of the Stockholders may be
held at the principal office of the Company in the State of New Jersey or at
such other place within or without said State as may from time to time be
designated by the Board of Directors and stated in the notice of the meeting,
whenever called in writing by the Chairman of the Board, the Vice-Chairman or
the President or by vote of a majority of the Board of Directors. At any
special meeting of the Stockholders, only such business shall be conducted as
shall have been brought before the meeting by or at the direction of the
Board of Directors and such business shall be confined to the object or
objects stated in the notice thereof.
Section 3. Quorum: Unless otherwise provided in the Certificate of
Incorporation of this Company or by statute, the presence in person or by
proxy of the holders of record of the shares entitled to cast a majority of
the votes at any meeting of the Stockholders shall constitute a quorum at
such meeting. Whenever the holders of any class or series of shares are
entitled to vote separately on a specified item of business, the presence in
person or by proxy of the holders of record of the shares of such class or
series entitled to cast a majority of the votes thereon shall constitute a
quorum for the transaction of such specified item of business.
If the holders of the amount of stock necessary to constitute a quorum shall
fail to attend in person or by proxy at the time and place fixed by these
By-Laws for an annual meeting, or as fixed by notice, as above provided for a
special meeting, a majority in interest of the Stockholders present, in
person or by proxy, may adjourn from time to time without notice other than
announcement at the meeting until the holders of the amount of stock
requisite to constitute a quorum shall attend. At any such adjourned meeting
at which a quorum shall be present, any business may be transacted which
might have been transacted at the meeting as originally notified.
Section 4. Organization: The Chairman of the Board shall call meetings of
the Stockholders to order and shall act as Chairman of such meetings. In the
absence of the Chairman of the Board, the Vice-Chairman or the President, or
in his absence an Executive Vice President shall preside: and in the absence
of any of the foregoing officers, the Stockholders present, or
the Board of Directors, may appoint any Stockholder to act as Chairman of any
meeting.
The Secretary of the Company shall act as Secretary of all meetings of the
Stockholders. In the absence of the Secretary at any meeting of the
Stockholders, the presiding officer may appoint any person to act as
Secretary of the Meeting.
Section 5. Voting: At each meeting of the Stockholders, every Stockholder
shall be entitled to vote in person or by proxy appointed by instrument in
writing subscribed by such Stockholder or by his duly authorized attorney and
delivered to the inspectors at the meeting. The votes for Directors and,
upon demand of any Stockholder, the votes upon any question before the
meeting shall be by ballot.
Section 6. Inspectors: At each annual stated meeting of the Stockholders
for the election of Directors, the presiding officer of such meeting shall
appoint two persons to act as inspectors, who shall be sworn to perform their
duties in accordance with the laws of the State of New Jersey, and who shall
return a formal certificate.
<PAGE>
Section 7. Nominations of Directors: Nominations for the election of
Directors may be made by the Board of Directors or any Stockholder entitled
to vote for the election of Directors. Any Stockholder entitled to vote for
the election of Directors at a meeting or to express a consent in writing
without a meeting may nominate a person or persons for election as a Director
only if written notice of such Stockholder's intent to make such nomination
is given to the Secretary of the Company, either by personal delivery or
United States mail, postage prepaid, not later than (a) with respect to an
election to be held at an annual meeting of Stockholders, 90 days in advance
of the anniversary of the immediately preceding annual meeting or if the date
of the annual meeting of Stockholders occurs more than 30 days before or 60
days after the anniversary of such immediately preceding annual meeting, not
later than the close of business on the seventh day following the date on
which notice of such meeting is given to Stockholders and (b) in the case of
any Stockholder who wishes to nominate a person or persons for election as a
Director pursuant to consents in writing by Stockholders without a meeting
(to the extent election by such consents is permitted under applicable law
and the Company's Certificate of Incorporation), 60 days in advance of the
date on which materials soliciting such consents are first mailed to
Stockholders or, if no such materials are required to be mailed under
applicable law, 60 days in advance of the date on which the first such
consent in writing is executed. Each such notice shall set forth the name
and address of the Stockholder who intends to make the nomination and of the
person or persons to be nominated for election as a Director, a
representation that the Stockholder is a holder of record of stock of the
Company entitled to vote at such meeting or to express such consent in
writing and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice or to execute such a
consent in writing to elect such person or persons as a Director, a
description of all arrangements or understandings between the Stockholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations for election as a Director
are to be made by the Stockholder, such other information regarding each
nominee proposed by such Stockholder as would have been required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission if such nominee had been nominated, or was
intended to be nominated, for election as a Director by the Board of
Directors, and the consent of each nominee to serve as a Director of the
Company if so elected. The Board of Directors may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing
procedures.
<PAGE>
ARTICLE II.
BOARD OF DIRECTORS
------------------
Section 1. Number and Election: The business and property of the Company
shall be managed by a Board of nine Directors. The number of Directors may
be altered from time to time by the alteration of these By-Laws, provided
that, as required by the Restated Certificate of Incorporation, the Board
shall never consist of less than eight members.
As provided in the Restated Certificate of Incorporation, the Board of
Directors shall be divided into three classes, each consisting of three
Directors. At each annual election, the successors to the Directors of the
class whose terms shall expire in that year shall be elected to hold office
for a term of three years, so that the term of office of one class of
Directors shall expire in each year. Each Director shall serve for the term
for which such Director shall have been elected and until such Director's
successor shall have been duly elected.
Notwithstanding the foregoing provisions of this Section 1, if and as long as
the Restated Certificate of Incorporation provides for the election of
additional Directors by class or classes of stock, such additional Directors
shall be elected in the manner and for the term provided in the Restated
Certificate of Incorporation.
Section 2. Vacancies: Subject to any requirements of the Certificate of
Incorporation with respect to the filling of vacancies among additional
Directors elected by a class or classes of stock, if the office of any
Director becomes vacant, the remaining Directors may, by a majority vote,
elect a successor who shall hold office until the next succeeding annual
meeting of the Stockholders and until his successor shall have been elected
and qualified.
Section 3. Place of Meetings: The Directors may hold their meetings and may
have an office and keep the books of the Company (except as otherwise may be
provided for by law) in such place or places in the State of New Jersey or
outside of the State of New Jersey as the Board from time to time may
determine.
Section 4. Regular Meetings: Regular meetings of the Board of Directors
shall be held at such times and intervals as the Board may from time to time
determine. It shall be the duty of the Secretary to send a notice to each of
the Directors at his address as it appears on the books of the Company at
least two (2) days before the holding of each regular meeting, but a failure
of the Secretary to send such notice shall not invalidate any proceedings of
the said Board.
Section 5. Special Meetings: Special meetings of the Board of Directors
shall be held whenever called by the Chairman of the Board or the
Vice-Chairman or the President, or by one-third (1/3) of the Directors for
the time being in office.
The Secretary shall give notice of each special meeting by mailing the same
at least two (2) days before the meeting, or by telegraphing the same at
least one (1) day before the meeting to each Director, but such notice may be
waived by any Director. At any meeting at which every Director shall be
present, even without notice, any business may be transacted.
<PAGE>
Section 6. Quorum: Six (6) members of the Board of Directors, but not less
than one-third (1/3) of the entire Board, shall constitute a quorum for the
transaction of business; but if at any meeting of the Board there be less
than a quorum present, those present may adjourn the meeting from time to
time. At meetings of the Board of Directors, business shall be transacted in
such order as from time to time the Board may determine.
Section 7. Director Emeritus: The Board of Directors may appoint a person
who has served with distinction and who has retired from the Board upon
reaching mandatory retirement as provided herein to the position of Director
Emeritus. A Director Emeritus shall be invited to attend all meetings of the
Board and shall receive the same compensation as that paid to outside
Directors. While serving as a Director Emeritus, he shall not be considered
a retired director for pension benefit purposes; however, any pension
benefits to which he may be entitled will commence upon his cessation of
service as a Director Emeritus. He shall be appointed by the Board for a
one-year term and may be reappointed from time to time by action of the
Board. While the presence of a Director Emeritus at a Board meeting will not
be considered for quorum or voting purposes, nevertheless, his advice and
counsel on all matters to come before the Board is invited.
ARTICLE III.
COMMITTEES
----------
The Board of Directors may appoint from their number such standing committees
as they deem best and to the extent permitted by statute may invest them with
such of their own powers as they may deem advisable, subject to such
conditions as they may prescribe.
ARTICLE IV.
OFFICERS
--------
Section 1. Officers: The executive officers of the Company shall include a
Chairman of the Board of Directors, President, Treasurer and Secretary and
may also include one or more Vice-Chairmen, Executive Vice Presidents, Senior
Vice Presidents, Vice Presidents, and such other officers as the Board of
Directors shall deem necessary or otherwise appropriate to elect. The Chief
Executive Officer may hold the title of Chairman of the Board, or President,
or both titles.
The Board of Directors may appoint such other officers and advisory boards as
they shall deem necessary, who shall have such authority and who shall
perform such duties as from time to time may be prescribed by the Board of
Directors.
Any executive officer elected by the Board of Directors may be removed at any
time with or without cause by the affirmative vote of two-thirds (2/3) of the
entire Board of Directors.
Any other appointed or elected officer, agent, employee or member of an
advisory board may be removed at any time with or without cause by
affirmative vote of the Directors or by the Committee or superior officer
upon whom such power of removal may be conferred.
<PAGE>
Section 2. Powers and Duties: The Chairman of the Board shall preside at
all meetings of the Board of Directors and Stockholders. Subject to
designation by the Board of Directors he shall be the Chief Executive Officer
of the Company, and he shall have responsibility for the active management of
the business of the Company. He may sign and execute contracts and
agreements authorized by the Board, delegate other officers to do so and may,
from time to time, require from other officers and from employees of the
Company opinions, reports or information upon any matter specified by him or
generally upon the interests or affairs of the Company under the supervision
of such officers or employees respectively. He may appoint and remove
assistant officers and other employees and agents. He may exercise any other
powers conferred upon him by the Board of Directors.
Other officers shall have all the usual and customary powers and shall
perform all the usual and customary duties incident to their respective
offices and, in addition thereto and to any duties specifically prescribed by
any subsequent provisions of these By-Laws, they shall respectively perform
such other general or special duties as may from time to time be assigned to
them by the Board of Directors or the Chief Executive Officer.
The Board of Directors may appoint an officer to act as Chief Financial
Officer of the Company, who shall have responsibility for the financial
affairs of the Company. He will be responsible for the preparation of the
financial statements of the Company, and such other duties as from time to
time may be assigned to him by the Board of Directors or the Chief Executive
Officer. The Board of Directors may appoint an officer to act as General
Counsel of the Company, who shall have responsibility for the legal affairs
of the Company. The Board of Directors may appoint the Comptroller to be
the principal accounting and financial control officer of the Company.
Securities of other corporations or interests in other entities held by the
Company may be voted by the Chairman of the Board or by any other person
designated by the Board of Directors or Chief Executive Officer.
Section 3. Term: The executive officers elected by the Board of Directors
shall hold office for one year or until their successors are elected and
qualify. The Chairman, and any Vice-Chairman, shall be elected by the
Directors from among their own number. One person may hold more than one
office.
<PAGE>
ARTICLE V.
BILLS, NOTES, AND CHECKS
------------------------
All bills, notes, checks or other negotiable instruments of the Company shall
be made in the name of the Company and shall be signed by two executive
officers or by any two persons duly authorized by the Board of Directors. No
officers or agents of the Company, either singly or together shall have power
to make any bill, note or check or other negotiable instrument in the name of
the Company to bind the Company thereby, except as in this Article prescribed
and provided.
No officer or agent of this Company shall have power to endorse in the name,
for or in behalf of the Company, any note, bill of exchange, draft, check or
other written instrument for the payment of money, save only for purposes of
the discount or the collection of the said instrument, unless thereunto duly
and specially authorized by the vote of the Directors of this Company entered
on the minutes of said Board.
ARTICLE VI.
CAPITAL STOCK
-------------
Section 1. Certificates for Shares: The certificates for shares of the
capital stock of the Company shall be in such form not inconsistent with the
Certificate of Incorporation as shall be prepared or be approved by the Board
of Directors. The certificates shall be signed by or bear thereon the
facsimile signature of the Chairman, the Vice-Chairman, President, or an
Executive Vice President, or a Vice President, and also be signed by or bear
thereon the facsimile signature of the Treasurer or an Assistant Treasurer.
The certificates shall be consecutively numbered. The name of the person
owning the shares represented thereby, with the number of such shares and the
date of issue, shall be entered in the Company's books.
Section 2. Transfers: Shares of the capital stock of the Company shall be
transferred only on the books of the Company by the holder thereof in person
or by his attorney, upon surrender of the certificate or certificates
properly endorsed. The Board of Directors shall have power and authority to
make all such rules and regulations as it may deem expedient concerning the
issue, transfer and registration of certificates for shares of the capital
stock of the Company. The Board of Directors may appoint Transfer Agents and
Stock Registrars and may require all stock certificates to bear the
signatures of such a Transfer Agent and of such a Registrar of Transfers, or
any of them.
The stock transfer books may be closed for such period next preceding any
Stockholders' meeting, or the payment of dividends as the Board of Directors
may from time to time determine, and during such period no stock shall be
transferable.
The Board of Directors may also fix in advance a date not more than 60 nor
less than 10 days preceding the date of any meeting of Stockholders, nor more
than 60 days preceding the date for the payment of any dividend on the Common
Stock or any series of Preference Stock, or the date for allotment of rights,
<PAGE>
or the date when any change or conversion or exchange of capital stock shall
go into effect, as a record date for the determination of the Stockholders
entitled to notice of and to vote at any such meeting, or entitled to receive
payment of any such dividend, or any such allotment of rights, or to exercise
the rights in respect to any such change, conversion or exchange of capital
stock. In such cases only Stockholders of record on the date so fixed shall
be entitled to such notice of and vote at such meeting, or to receive payment
of such dividend, or allotment of rights, or to exercise such rights, as the
case may be, and notwithstanding any transfer of any stock on the books of
the Company after any such record date fixed as aforesaid.
Section 3. Lost Stock Certificates: In case any stock certificate shall be
lost, the Board of Directors may order a new certificate to be issued in its
place upon receiving such proof of loss and such security therefor as may be
satisfactory to it.
ARTICLE VII.
THE CORPORATE SEAL
------------------
The Corporate Seal of the Company shall consist of a circle formed by the
words "Ingersoll-Rand Company" and the letters "N. J." with the words
"Corporate Seal" and the figures "1905" in the center.
The Seal shall be attested by the signature of the Secretary or the Assistant
Secretary or of the Treasurer or the Assistant Treasurer.
When authorized by the Board of Directors, the Secretary shall affix the
Seal, or cause it to be affixed, to all documents executed on behalf of the
Company. The Board of Directors may also specifically or generally authorize
other persons to affix the Seal.
ARTICLE VIII.
REACQUIRED SHARES
-----------------
When shares of the Company are reacquired by the Company by purchase, by
redemption or by their conversion into other shares of the Company, such
shares shall be treated by the Company as treasury shares, unless and to the
extent the Board of Directors determines at any time that any such shares
shall be cancelled.
<PAGE>
ARTICLE IX.
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
-------------------------------------------------
Section 1. Right to Indemnification: 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, or any appeal therein or any inquiry or
investigation which could lead to such action, suit or proceeding
("proceeding"), by reason of his or her being or having been a Director or
officer of the Company or of any constituent corporation absorbed by the
Company in a consolidation or merger, or by reason of his or her being or
having been a Director, officer, trustee, employee or agent of any other
corporation (domestic or foreign) or of any partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other enterprise (whether or
not for profit), serving as such at the request of the Company or of any such
constituent corporation, or the legal representative of any such Director,
officer, trustee, employee or agent, shall be indemnified and held harmless by
the Company to the fullest extent permitted by the New Jersey Business
Corporation Act, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Company to provide broader indemnification rights than said Act permitted prior
to such amendment), from and against any and all reasonable costs,
disbursements and attorneys' fees, and any 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 hereunder with respect to any settlement or other
nonadjudicated disposition of any proceeding unless the Company has given its
prior consent to such settlement or disposition. The right to indemnification
conferred in this Section 1 shall be a contract right and shall include 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 New Jersey Business
Corporation Act so requires, the payment of such expenses incurred by a
Director or officer in his or her capacity as a Director or officer in advance
of the final disposition of a proceeding shall be made only upon receipt by the
Company of an undertaking, by or on behalf of such Director or officer, to
repay all amounts so advanced if it shall ultimately be determined that such
Director or officer is not entitled to be indemnified under this Section 1 or
otherwise. The Company may, by action of its Board of Directors, provide for
indemnification and advancement of expenses to employees and agents of the
Company with the same scope and effect as the foregoing indemnification of
Directors and officers.
Section 2. Right of Claimant to Bring Suit: If a claim under Section 1 of
this Article IX is not paid in full by the Company within thirty days after a
written request has been received by the Company, the claimant may at any
time thereafter apply to a court for an award of indemnification by the
Company for the unpaid amount of the claim and, if successful on the merits
or otherwise in connection with any proceeding, or in the defense of any
<PAGE>
claim, issue or matter therein, the claimant shall be entitled also to be
paid by the Company any and all expenses incurred or suffered in connection
with such proceeding. It shall be a defense to any such action (other than
an action brought to enforce a claim for the advancement of expenses incurred
in connection with any proceeding where the required undertaking, if any, has
been tendered to the Company) that the claimant has not met the standard of
conduct which makes it permissible under the New Jersey Business Corporation
Act for the Company to indemnify the claimant for the amount claimed, but the
burden of proving such defense shall be on the Company. Neither the failure
of the Company (including its Board of Directors, independent legal counsel
or its stockholders) to have made a determination prior to the commencement
of such proceeding that indemnification of the claimant is proper in the
circumstances because he or she has met the applicable standard of conduct
set forth in the New Jersey Business Corporation Act, nor an actual
determination by the Company (including its Board of Directors, independent
legal counsel or its stockholders) that the claimant has not met such
applicable standard of conduct, nor the termination of any proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or
its equivalent, shall be a defense to the action or create a presumption that
the claimant has not met the applicable standard of conduct.
Section 3. Non-Exclusivity of Rights: The right to indemnification and
advancement of expenses provided by or granted pursuant to this Article IX
shall not exclude or be exclusive of any other rights, including the right to
be indemnified against any and all reasonable costs, disbursements and
attorneys' fees, and any and all amounts paid or incurred in satisfaction of
settlements, judgments, fines and penalties incurred or suffered in
proceedings by or in the right of the Company, to which any person may be
entitled under a certificate of incorporation, by-law, agreement, vote of
stockholders, or otherwise, provided that no indemnification shall be made to
or on behalf of any person if a judgment or other final adjudication adverse
to such person establishes that such person has not met the applicable standard
of conduct required to be met under the New Jersey Business Corporation Act.
ARTICLE X.
AMENDMENTS
----------
The Board of Directors may, by a majority vote of the entire Board, make
By-Laws and from time to time alter, amend or repeal any By-Law, but any
By-Law made by the Board of Directors may be altered or repealed by the
Stockholders at any annual or special meeting. Notice of such proposed
alteration, amendment or repeal of any By-Law shall be included in the notice
of the meeting of the Directors or Stockholders.
ARTICLE XI.
AUDITORS
--------
The Board of Directors may appoint a firm of certified public accountants to
audit the books and accounts of the Company for the calendar year in which
such appointment is made.
Exhibit 5.1
October 1, 1997
Ingersoll-Rand Company
200 Chestnut Ridge Road
Woodcliff Lake, NJ 07675
Ladies and Gentlemen:
I am Vice President and General Counsel of Ingersoll-Rand Company, a New
Jersey Corporation (the "Company"), and have acted as counsel for the Company
and for Ingersoll-Rand Financing I and Ingersoll-Rand Financing II, each a
Delaware business trust (the "Trusts"; and each a "Trust"), in connection
with their filing with the Securities and Exchange Commission (the
"Commission") of a Registration Statement on Form S-3 (the "Registration
Statement") with respect to the Company's (i) common stock, $2 par value per
share (the "Common Stock"), (ii) preference stock, without par value, in one
or more series (the "Preference Stock"), (iii) debt securities in one or more
series, which may be either senior, senior subordinated or junior
subordinated (the "Debt Securities"), (iv) Stock Purchase Contracts (the
"Stock Purchase Contracts") to purchase Common Stock and (v) Stock Purchase
Units (the "Stock Purchase Units"), each representing ownership of a Stock
Purchase Contract and Debt Securities or Trust Preferred Securities (as
defined below) or debt obligations of third parties, including U.S. Treasury
Securities, securing the holder's obligation to purchase the Common Stock
under the Stock Purchase Contract. The Registration Statement also relates
to the registration under the Securities Act of 1933, as amended (the "Act"),
of trust preferred securities of the Trusts (the "Trust Preferred
Securities") and guarantees of the Trust Preferred Securities by the Company
(the "Guarantees", and, together with the Common Stock, the Preference Stock,
<PAGE>
the Debt Securities, the Stock Purchase Contracts, the Stock Purchase Units
and the Trust Preferred Securities, the "Offered Securities"). The Offered
Securities will be issued from time to time pursuant to the provisions of
Rule 415 under the Act.
In preparation for rendering my opinion hereafter expressed, I have
examined the originals or copies certified to my satisfaction of corporate
records and other documents and certificates as I have deemed necessary.
Based on the above, I am of the opinion that:
1. The Company is a corporation duly organized and validly existing
pursuant to the laws of the State of New Jersey.
2. The Common Stock, the Preference Stock, the Debt Securities, the
Stock Purchase Contracts and the Stock Purchase Units, which are
covered by the Registration Statement, when sold will be legally
issued by the Company, duly authorized, fully paid and non-
assessable and, in the case of the Debt Securities, will constitute
valid and legally binding obligations of the Company, enforceable
against the Company in accordance with their terms, except as such
enforcement is subject to any applicable bankruptcy, insolvency,
reorganization or other law relating to or affectin creditors'
rights generally and general principles of equity.
3. Upon issuance, the Guarantees will constitute valid and legally
binding obligations of the Company, enforceable against the Company
in accordance with their terms, except as such enforcement is
subject to any applicable bankruptcy, insolvency, reorganization or
other law relating to or affectin creditors' rights generally and
general principles of equity.
I hereby consent to the use of this opinion letter as Exhibit 5.1
to the Registration Statement and to the use of my name under the caption
"Legal Matters" in the Prospectus included therein.
Very truly yours,
/s/ Patricia Nachtigal, Esq.
Exhibit 5.2
[Letterhead of Richards, Layton & Finger]
October 2, 1997
Ingersoll-Rand Financing I
200 Chestnut Ridge Road
Woodcliff Lake, New Jersey 07675
Re: Ingersoll-Rand Financing I
--------------------------
Ladies and Gentlemen:
We have acted as special Delaware counsel for Ingersoll-Rand Company,
a New Jersey corporation (the "Company"), and Ingersoll-Rand Financing I, a
Delaware business trust (the "Trust"), in connection with the matters set
forth herein. At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:
(a) The Certificate of Trust of the Trust, dated August 18, 1997
(the "Certificate"), as filed in the office of the Secretary of State of the
State of Delaware (the "Secretary of State") on August 18, 1997;
(b) The Trust Agreement of the Trust, dated as of August 18, 1997,
among the Company, as Depositor, and the trustees of the Trust named therein;
(c) The Registration Statement (the "Registration Statement") on
Form S-3, including a preliminary prospectus (the "Prospectus"), relating to
the Trust Preferred Securities of the Trust representing preferred undivided
beneficial interests in the assets of the Trust (each, a "Preferred Security"
and collectively, the "Preferred Securities"), as proposed to be filed by the
Company, the Trust and others as set forth therein with the Securities and
Exchange Commission on or about October 2, 1997;
(d) A form of Amended and Restated Trust Agreement of the Trust,
to be entered into among the Company, as Depositor, the trustees of the Trust
named therein, and the holders, from time to time, of undivided beneficial
interests in the assets of the Trust (without exhibits) (the "Trust
Agreement"), attached as an exhibit to the Registration Statement; and
(e) A Certificate of Good Standing for the Trust, dated October 2,
1997, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined
are used as defined in the Trust Agreement.
<PAGE>
For purposes of this opinion, we have not reviewed any documents
other than the documents listed in paragraphs (a) through (e) above. In
particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (e) above) that is referred to in or
incorporated by reference into the documents reviewed by us. We have assumed
that there exists no provision in any document that we have not reviewed that
is inconsistent with the opinions stated herein. We have conducted no
independent factual investigation of our own but rather have relied solely
upon the foregoing documents, the statements and information set forth
therein and the additional matters recited or assumed herein, all of which we
have assumed to be true, complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed (i)
the authenticity of all documents submitted to us as authentic originals,
(ii) the conformity with the originals of all documents submitted to us as
copies or forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the Trust
Agreement and the Certificate are in full force and effect and have not been
amended, (ii) except to the extent provided in paragraph 1 below, the due
creation or due organization or due formation, as the case may be, and valid
existence in good standing of each party to the documents examined by us
under the laws of the jurisdiction governing its creation, organization or
formation, (iii) the legal capacity of natural persons who are parties to the
documents examined by us, (iv) that each of the parties to the documents
examined by us has the power and authority to execute and deliver, and to
perform its obligations under, such documents, (v) the due authorization,
execution and delivery by all parties thereto of all documents examined by
us, (vi) the receipt by each Person to whom a Preferred Security is to be
issued by the Trust (collectively, the "Preferred Security Holders") of a
Preferred Securities Certificate for such Preferred Security and the payment
for the Preferred Security acquired by it, in accordance with the Trust
Agreement and the Registration Statement, and (vii) that the Preferred
Securities are issued and sold to the Preferred Security Holders in
accordance with the Trust Agreement and the Registration Statement. We have
not participated in the preparation of the Registration Statement and assume
no responsibility for its contents.
This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our
opinions are rendered only with respect to Delaware laws and rules,
regulations and orders thereunder that are currently in effect.
Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have considered
necessary or appropriate, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly created and is validly existing in
good standing as a business trust under the Delaware Business Trust Act.
2. The Preferred Securities will represent valid and, subject to
the qualifications set forth in paragraph 3 below, fully paid and
nonassessable undivided beneficial interests in the assets of the Trust.
<PAGE>
3. The Preferred Security Holders, as beneficial owners of the
Trust, will be entitled to the same limitation of personal liability extended
to stockholders of private corporations for profit organized under the
General Corporation Law of the State of Delaware. We note that the Preferred
Security Holders may be obligated to make payments as set forth in the Trust
Agreement.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. In
addition, we hereby consent to the use of our name under the heading "Legal
Matters" in the Prospectus. In giving the foregoing consents, we do not
thereby admit that we come within the category of Persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the
rules and regulations of the Securities and Exchange Commission thereunder.
Except as stated above, without our prior written consent, this opinion may
not be furnished or quoted to, or relied upon by, any other Person for any
purpose.
Very truly yours,
/s/ RICHARDS, LAYTON & FINGER
Exhibit 5.3
[Letterhead of Richards, Layton & Finger]
October 2, 1997
Ingersoll-Rand Financing II
200 Chestnut Ridge Road
Woodcliff Lake, New Jersey 07675
Re: Ingersoll-Rand Financing II
---------------------------
Ladies and Gentlemen:
We have acted as special Delaware counsel for Ingersoll-Rand Company,
a New Jersey corporation (the "Company"), and Ingersoll-Rand Financing II, a
Delaware business trust (the "Trust"), in connection with the matters set
forth herein. At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:
(a) The Certificate of Trust of the Trust, dated August 18, 1997
(the "Certificate"), as filed in the office of the Secretary of State of the
State of Delaware (the "Secretary of State") on August 18, 1997;
(b) The Trust Agreement of the Trust, dated as of August 18, 1997,
among the Company, as Depositor, and the trustees of the Trust named therein;
(c) The Registration Statement (the "Registration Statement") on Form
S-3, including a preliminary prospectus (the "Prospectus"), relating to the
Trust Preferred Securities of the Trust representing preferred undivided
beneficial interests in the assets of the Trust (each, a "Preferred Security"
and collectively, the "Preferred Securities"), as proposed to be filed by the
Company, the Trust and others as set forth therein with the Securities and
Exchange Commission on or about October 2, 1997;
(d) A form of Amended and Restated Trust Agreement of the Trust, to
be entered into among the Company, as Depositor, the trustees of the Trust named
therein, and the holders, from time to time, of undivided beneficial
interests in the assets of the Trust (without exhibits) (the "Trust
Agreement"), attached as an exhibit to the Registration Statement; and
(e) A Certificate of Good Standing for the Trust, dated October 2,
1997, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are
used as defined in the Trust Agreement.
<PAGE>
For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (e) above. In
particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (e) above) that is referred to in or
incorporated by reference into the documents reviewed by us. We have assumed
that there exists no provision in any document that we have not reviewed that
is inconsistent with the opinions stated herein. We have conducted no
independent factual investigation of our own but rather have relied solely
upon the foregoing documents, the statements and information set forth
therein and the additional matters recited or assumed herein, all of which we
have assumed to be true, complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii)
the conformity with the originals of all documents submitted to us as copies
or forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the Trust
Agreement and the Certificate are in full force and effect and have not been
amended, (ii) except to the extent provided in paragraph 1 below, the due
creation or due organization or due formation, as the case may be, and valid
existence in good standing of each party to the documents examined by us
under the laws of the jurisdiction governing its creation, organization or
formation, (iii) the legal capacity of natural persons who are parties to the
documents examined by us, (iv) that each of the parties to the documents
examined by us has the power and authority to execute and deliver, and to
perform its obligations under, such documents, (v) the due authorization,
execution and delivery by all parties thereto of all documents examined by
us, (vi) the receipt by each Person to whom a Preferred Security is to be
issued by the Trust (collectively, the "Preferred Security Holders") of a
Preferred Securities Certificate for such Preferred Security and the payment
for the Preferred Security acquired by it, in accordance with the Trust
Agreement and the Registration Statement, and (vii) that the Preferred
Securities are issued and sold to the Preferred Security Holders in
accordance with the Trust Agreement and the Registration Statement. We have
not participated in the preparation of the Registration Statement and assume
no responsibility for its contents.
This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our
opinions are rendered only with respect to Delaware laws and rules, regulations
and orders thereunder that are currently in effect.
Based upon the foregoing, and upon our examination of such questions
of law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act.
2. The Preferred Securities will represent valid and, subject to the
qualifications set forth in paragraph 3 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.
<PAGE>
3. The Preferred Security Holders, as beneficial owners of the
Trust, will be entitled to the same limitation of personal liability extended
to stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred
Security Holders may be obligated to make payments as set forth in the Trust
Agreement.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. In
addition, we hereby consent to the use of our name under the heading "Legal
Matters" in the Prospectus. In giving the foregoing consents, we do not
thereby admit that we come within the category of Persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the
rules and regulations of the Securities and Exchange Commission thereunder.
Except as stated above, without our prior written consent, this opinion may
not be furnished or quoted to, or relied upon by, any other Person for any
purpose.
Very truly yours,
/s/ RICHARDS, LAYTON & FINGER
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated February 4, 1997, which appears on page 47 of the 1996 Annual Report to
Shareholders of Ingersoll-Rand Company, 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 Statements Schedule, which appears on page 22 of such
Annual Report on Form 10-K. We also consent to the reference to us under the
heading "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Morristown, New Jersey
October 1, 1997
Exhibit 24.1
POWER OF ATTORNEY
Each person whose signature appears below authorizes James E. Perrella,
J. Frank Travis and Patricia Nachtigal, or any of them, to execute in the
name of each such person who is then an officer or director of Ingersoll-Rand
Company (the "Company") and to file a Registration Statement on Form S-3
relating to (i) common stock, preference stock, stock purchase contracts,
stock purchase units, guarantees of trust preferred securities and debt
securities of the Company, (ii) trust preferred securities of Ingersoll-Rand
Financing I and (iii) trust preferred securities of Ingersoll-Rand Financing
II, and any amendments thereto (and any additional Registration Statement
related thereto permitted by Rule 462(b) promulgated under the Securities Act
of 1933 (and all further amendments including post-effective amendments
thereto)) in each case necessary or advisable 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, in respect thereof,
in connection with the registration of the securities which are the subject
of such Registration Statements, which amendments may make such changes in
such Registration Statements as such attorney may deem appropriate.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Power of Attorney has been signed by the following persons in the
capacities indicated on October 2, 1997.
Signature Title
--------- -----
/s/ JAMES E. PERRELLA Chairman of the Board,
- -------------------------- President, Chief Executive
(James E. Perrella) Officer and Director
(Principal Executive Officer)
/s/ GERARD V. GERAGHTY Vice President and Comptroller
- -------------------------- (Principal Financial and
(Gerard V. Geraghty) Accounting Officer)
/s/ JOSEPH P. FLANNERY Director
- --------------------------
(Joseph P. Flannery)
/s/ CONSTANCE J. HORNER Director
- --------------------------
(Constance J. Horner)
/s/ H. WILLIAM LICHTENBERGER Director
- ----------------------------
(H. William Lichtenberger)
<PAGE>
/s/ THEODORE E. MARTIN Director
- --------------------------
(Theodore E. Martin)
/s/ ORIN R. SMITH Director
- --------------------------
(Orin R. Smith)
/s/ RICHARD J. SWIFT Director
- --------------------------
(Richard J. Swift)
/s/ J. FRANK TRAVIS Director
- --------------------------
(J. Frank Travis)
/s/ TONY L. WHITE Director
- --------------------------
(Tony L. White)
Exhibit 24.2
POWER OF ATTORNEY
Each person whose signature appears below authorizes James E. Perrella,
J. Frank Travis and Patricia Nachtigal, or any of them, to execute in the
name of each such person who is then a trustee of Ingersoll-Rand Financing I
or Ingersoll-Rand Financing II (collectively, the "Trusts", and each a
"Trust") and to file a Registration Statement on Form S-3 relating to (i)
common stock, preference stock, stock purchase contracts, stock purchase
units, guarantees of trust preferred securities and debt securities of
Ingersoll-Rand Company and (ii) trust preferred securities of each Trust, and
any amendments thereto (and any additional Registration Statement related
thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933
(and all further amendments including post-effective amendments thereto)) in
each case necessary or advisable 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, in respect thereof,
in connection with the registration of the securities which are the subject
of such Registration Statements, which amendments may make such changes in
such Registration Statements as such attorney may deem appropriate.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Power of Attorney has been signed by the following persons in the
capacities indicated on October 2, 1997.
INGERSOLL-RAND FINANCING I
By: /s/ PATRICIA NACHTIGAL
----------------------
Trustee
By: /s/ RONALD G. HELLER
--------------------
Trustee
By: /s/ NANCY CASABLANCA
--------------------
Trustee
INGERSOLL-RAND FINANCING II
By: /s/ PATRICIA NACHTIGAL
----------------------
Trustee
By: /s/ RONALD G. HELLER
--------------------
Trustee
By: /s/ NANCY CASABLANCA
--------------------
Trustee
=============================================================================
Exhibit 25
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)
--------------------------------------------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
--------------------------------------------------------
INGERSOLL-RAND COMPANY
(Exact name of obligor as specified in its charter)
New Jersey 13-5156640
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
200 Chestnut Ridge Road
Woodcliff Lake, New Jersey 07675
(Address of principal executive offices) (Zip code)
______________________
Senior Debt Securities
(Title of the indenture securities)
=============================================================================
<PAGE>
1. General information. Furnish the following information as
to the Trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
- ----------------------------------------------------------------------------
Name Address
- ----------------------------------------------------------------------------
Superintendent of Banks of the State of 2 Rector Street,
New York New York, N.Y. 10006,
and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza,
New York, N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
(b) Whether it is authorized to exercise corporate trust
powers.
Yes.
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each
such affiliation.
None.
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the
Commission, are incorporated herein by reference as an
exhibit hereto, pursuant to Rule 7a-29 under the Trust
Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).
1. A copy of the Organization Certificate of The Bank
of New York (formerly Irving Trust Company) as now
in effect, which contains the authority to commence
business and a grant of powers to exercise corporate
trust powers. (Exhibit 1 to Amendment No. 1 to Form
T-1 filed with Registration Statement No. 33-6215,
Exhibits 1a and 1b to Form T-1 filed with
Registration Statement No. 33-21672 and Exhibit 1 to
Form T-1 filed with Registration Statement No.
33-29637.)
4. A copy of the existing By-laws of the Trustee.
(Exhibit 4 to Form T-1 filed with Registration
Statement No. 33-31019.)
<PAGE>
6. The consent of the Trustee required by Section
321(b) of the Act. (Exhibit 6 to Form T-1 filed
with Registration Statement No. 33-44051.)
7. A copy of the latest report of condition of the
Trustee published pursuant to law or to the
requirements of its supervising or examining
authority.
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The
Bank of New York, a corporation organized and existing under the laws of the
State of New York, has duly caused this statement of eligibility to be signed
on its behalf by the undersigned, thereunto duly authorized, all in The City
of New York, and State of New York, on the 30th day of September, 1997.
THE BANK OF NEW YORK
By: /S/MARY LAGUMINA
------------------
Name: MARY LAGUMINA
Title: ASSISTANT VICE PRESIDENT
<PAGE>
- ----------------------------------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30,
1997, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS in Thousands
Cash and balances due from depos-
itory institutions:
Noninterest-bearing balances and
currency and coin .................. $ 7,769,502
Interest-bearing balances .......... 1,472,524
Securities:
Held-to-maturity securities ........ 1,080,234
Available-for-sale securities ...... 3,046,199
Federal funds sold and Securities pur-
chased under agreements to resell...... 3,193,800
Loans and lease financing
receivables:
Loans and leases, net of unearned
income ................. 35,352,045
LESS: Allowance for loan and
lease losses .............. 625,042
LESS: Allocated transfer risk
reserve........................ 429
Loans and leases, net of unearned
income, allowance, and reserve 34,726,574
Assets held in trading accounts ...... 1,611,096
Premises and fixed assets (including
capitalized leases) ................ 676,729
Other real estate owned .............. 22,460
Investments in unconsolidated
subsidiaries and associated
companies .......................... 209,959
Customers' liability to this bank on
acceptances outstanding ............ 1,357,731
Intangible assets .................... 720,883
Other assets ......................... 1,627,267
Total assets ......................... $57,514,958
==========
LIABILITIES
Deposits:
In domestic offices ................ $26,875,596
Noninterest-bearing ...... 11,213,657
Interest-bearing ......... 15,661,939
In foreign offices, Edge and
Agreement subsidiaries, and IBFs ... 16,334,270
Noninterest-bearing ......... 596,369
Interest-bearing ......... 15,737,901
<PAGE>
Federal funds purchased and Securities
sold under agreements to repurchase. 1,583,157
Demand notes issued to the U.S.
Treasury ........................... 303,000
Trading liabilities .................. 1,308,173
Other borrowed money:
With remaining maturity of one year
or less .......................... 2,383,570
With remaining maturity of more than
one year through three years.......... 0
With remaining maturity of more than
three years ......................... 20,679
Bank's liability on acceptances exe-
cuted and outstanding .............. 1,377,244
Subordinated notes and debentures .... 1,018,940
Other liabilities .................... 1,732,792
Total liabilities .................... 52,937,421
EQUITY CAPITAL
Common stock ........................ 1,135,284
Surplus ............................. 731,319
Undivided profits and capital
reserves .......................... 2,721,258
Net unrealized holding gains
(losses) on available-for-sale
securities ........................ 1,948
Cumulative foreign currency transla-
tion adjustments .................. ( 12,272)
Total equity capital ................ 4,577,537
Total liabilities and equity
capital ........................... $ 57,514,958
I, Robert E. Keilman, Senior Vice President and Comptroller
of the above-named bank do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued by the Board of
Governors of the Federal Reserve System and is true to the best of my
knowledge and belief.
Robert E. Keilman
We, the undersigned directors, attest to the correctness of
this Report of Condition and declare that it has been examined by us and to
the best of our knowledge and belief has been prepared in conformance with
the instructions issued by the Board of Governors of the Federal Reserve Sys-
tem and is true and correct.
- Alan R. Griffith
J. Carter Bacot
Thomas A. Renyi Directors
-
- ----------------------------------------------------------------------------
