Securities And Exchange Commission
Washington, D.C. 20549
________________
FORM 8-K
________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
November 20, 1997
DATE OF REPORT (Date of earliest event reported)
INGERSOLL-RAND COMPANY
(Exact name of registrant as specified in its charter)
NEW JERSEY 1-985 13-5156640
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification Number)
incorporation)
200 Chestnut Ridge Road
Woodcliff Lake, New Jersey 07675
(Address of principal executive offices)
(212) 573-0123
(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events
Pursuant to the terms and conditions of a Pricing Agreement between
Ingersoll-Rand Company (the "Registrant") and Salomon Brothers Inc, as
Representative of the several Underwriters, dated as of November 20, 1997,
the Registrant will issue on or about November 25, 1997, $200,000,000
aggregate principal amount of its 6.443% Debentures Due 2027 (the
"Debentures").
Item 7. Exhibits
Exhibits:
Exhibit 1: Pricing Agreement dated November 20, 1997, between
Ingersoll-Rand Company and Salomon Brothers Inc as
Representative of the several Underwriters.
Exhibit 4: Form of 6.443% Debentures Due 2027.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INGERSOLL-RAND COMPANY
(Registrant)
By: /s/ Gerard V. Geraghty
Name: Gerard V. Geraghty
Title: Vice President and
Comptroller
Date: November 20, 1997
<PAGE>
Exhibit Index
Exhibits to Form 8-K
Number in Sequential
Exhibit Table Exhibit Page Number
1 Pricing Agreement dated November
20, 1997, between Ingersoll-Rand
Company and Salomon Brothers Inc,
as Representative of the several
Underwriters
4 Form of 6.443% Notes Due 2027.
<PAGE>
Exhibit 1
<PAGE>
Exhibit 4
PRICING AGREEMENT
Salomon Brothers Inc
As Representatives of the several
Underwriters named in Schedule I hereto,
7 World Trade Center
New York, New York 10048
November 20, 1997
Dear Sirs:
Ingersoll-Rand Company (the "Company") proposes, subject to the
terms and conditions stated herein and in the Underwriting Agreement Standard
Provisions filed as an exhibit to the Company's registration statement on
Form S-3 (No. 333-37019) (the "Underwriting Agreement"), to issue and sell to
the Underwriters named in Schedule I hereto (the "Underwriters") the
Securities specified in Schedule II hereto (the "Designated Securities").
Each of the provisions of the Underwriting Agreement is incorporated herein
by reference in its entirety, and shall be deemed to be a part of this
Agreement to the same extent as if such provisions had been set forth in full
herein; and each of the representations and warranties set forth therein
shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty with respect to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation
and warranty as of the date of this Pricing Agreement in relation to the
Prospectus as amended or supplemented relating to the Designated Securities
which are the subject of this Pricing Agreement. Each reference to the
Representatives herein and in the provisions of the Underwriting Agreement so
incorporated by reference shall be deemed to refer to you. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are used herein
as therein defined. The Representatives designated to act on behalf of each
of the Underwriters of the Designated Securities pursuant to Section 12 of
the Underwriting Agreement and the address of the Representatives referred to
in such Section 12 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission. Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees
to issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Company, at the time
and place and at the purchase price to the Underwriters set forth in Schedule
II hereto, the principal amount of Designated Securities set forth opposite
the name of such Underwriter in Schedule I hereto.
<PAGE>
If the foregoing is in accordance with your understanding, please
sign and return to us two counterparts hereof, and upon acceptance hereof by
you, on behalf of each of the Underwriters, this letter and such acceptance
hereof, including the provisions of the Underwriting Agreement incorporated
herein by reference, shall constitute a binding agreement between each of the
Underwriters and the Company. It is understood that your acceptance of this
letter on behalf of each of the Underwriters is or will be pursuant to the
authority set forth in a form of Agreement among Underwriters, the form of
which shall be submitted to the Company for examination, upon request, but
without warranty on the part of the Representatives as to the authority of
the signers thereof.
Very truly yours,
INGERSOLL-RAND COMPANY
By: /s/ William J. Armstrong
By: /s/ James E. Perrella
<PAGE>
Accepted as of the date hereof:
SALOMON BROTHERS INC
By: /s/ Dominick Lepore
On behalf of each of the Underwriters
<PAGE>
SCHEDULE I
Principal Amount of
Designated Securities
Underwriter to be Purchased
Salomon Brothers Inc $ 66,800,000
Chase Securities Inc. 66,000,000
Deutsche Morgan Grenfell Inc. 66,600,000
------------
Total $200,000,000
------------
<PAGE>
SCHEDULE II
Title of Designated Securities:
6.443% Notes due November 15, 2027.
Aggregate Principal Amount:
U.S. $200,000,000.
Price to Public:
100% of the principal amount of the Designated Securities, plus accrued
interest, if any, from November 25, 1997 to the Time of Delivery.
Purchase Price by Underwriters:
99.35% of the principal amount of the Designated Securities, plus
accrued interest, if any, from November 25, 1997 to the Time of
Delivery.
Method and Specified Funds for Payment of Purchase Price:
Same day funds; book-entry form.
Indenture:
Indenture, dated as of August 1, 1986, as supplemented, between the
Company and The Bank of New York, as Trustee
Maturity:
November 15, 2027.
Interest Rate:
6.443% per annum.
Interest Payment Dates:
May 15 and November 15, commencing May 15, 1998.
Repayment Provisions:
The Designated Securities are redeemable as a whole or in part, at the
option of the Company at any time on or after November 15, 2007 at a
redemption price equal to the greater of (i) 100% of the principal
amount of the Designated Securities to be redeemed and (ii) the sum of
the present values of the remaining scheduled payments discounted to the
redemption date on a semiannual basis at the applicable United States
Treasury rate plus 10 basis points, in either case with accrued interest
to the date of redemption.
The Designated Securities may be repaid in whole or in part in
increments of $1,000, at the option of the holder, on November 15, 2007
<PAGE>
and each November 15 thereafter at their principal amount plus accrued
and unpaid interest to the repayment date.
Sinking Fund Provisions:
None.
Time of Delivery:
10:00 a.m., New York City Time, November 25, 1997.
Closing Location:
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Name and Address of Representative:
Designated Representative: Salomon Brothers Inc
Address 7 World Trade Center
New York, New York 10048
INGERSOLL-RAND COMPANY
6.443% DEBENTURES DUE 2027
REGISTERED REGISTERED
NO. R-1 $200,000,000
CUSIP [_____]
If this Security is registered in the name of The Depository Trust
Company (the "Depositary") (55 Water Street, New York, New York) or its
nominee, this Security may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by
the Depositary or any such nominee to a successor Depositary or a
nominee of such successor Depositary unless and until this Security is
exchanged in whole or in part for Securities in definitive form. Unless
this certificate is presented by an authorized representative of the
Depositary to the Company or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or such other name as requested by an authorized
representative of the Depositary and any payment is made to Cede & Co.,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co.,
has an interest herein.
INGERSOLL-RAND COMPANY, a corporation duly organized and existing
under the laws of the State of New Jersey (herein called the "Company", which
term includes any successor corporation under the Indenture, hereinafter
referred to), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of $200,000,000 (TWO HUNDRED MILLION
DOLLARS) on November 15, 2027, and to pay interest thereon from November 25,
1997 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually on May 15, and November 15, in each
year, commencing May 15, 1998, at the rate per annum provided in the title
hereof, until the principal hereof is paid or made available for payment.
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the
person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the May 1 or November 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any
such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either
be paid to the person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than
10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in
said Indenture.
<PAGE>
Payment of the principal of (and premium, if any) and interest, if
any, on this Security will be made at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New
York, in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts; provided,
however, that at the option of the Company payment of interest may be made by
check mailed to the address of the person entitled thereto as such address
shall appear in the Security Register.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY
SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been executed
by the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.
Dated: November 25, 1997
TRUSTEE'S CERTIFICATE OF INGERSOLL-RAND COMPANY
AUTHENTICATION
This is one of the Securities of the
series designated therein referred to By: __________________________
in the within-mentioned Indenture. Vice President
THE BANK OF NEW YORK, as
Trustee
By: __________________________
Secretary
By: __________________________
Authorized Signature
<PAGE>
[Reverse Side of Note]
INGERSOLL-RAND COMPANY
6.443% DEBENTURES DUE 2027
This Security is one of a duly authorized issue of securities of
the Company (herein called the "Securities"), issued and to be issued in one
or more series under an Indenture, dated as of August 1, 1986, as
supplemented by a First Supplemental Indenture dated as of August 15, 1986
and a Second Supplemental Indenture dated as of November 1, 1986 (as so
supplemented, herein called the "Indenture"), between the Company and The
Bank of New York, as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement
of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and
of the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof,
limited in aggregate principal amount to $200,000,000.
The Indenture contains provisions for defeasance of (a) the entire
indebtedness of this Security and (b) certain restrictive covenants upon
compliance by the Company with certain conditions set forth therein.
If an Event of Default with respect to Securities of this series
shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in
the Indenture.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Company and the rights of the Holders of the Securities of each series to
be affected under the Indenture at any time by the Company and the Trustee
with the consent of the Holders of 66 2/3% in principal amount of the
Securities at the time Outstanding of all series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities at the time Outstanding of
all series to be affected, on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders
of this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest, if any, on this Security at the times, place
and rate, and in the coin or currency herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the
Security Register, upon surrender of this Security for registration of
<PAGE>
transfer at the office or agency of the Company in any place where the
principal of (and premium, if any) and interest, if any, on this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed
by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series, of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection
therewith.
This Security will be redeemable as a whole or in part, at the
option of the Company at any time on or after November 15, 2007, and from
time to time, on not less than 30 or more than 60 days' notice mailed to
registered Holders thereof, at a redemption price equal to the greater of (i)
100% of the principal amount to be redeemed or (ii) the sum of the present
values of the Remaining Scheduled Payments (as defined below) thereon
(disregarding the Holders' optional repayment right) discounted to the
redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate (as defined below) plus 10 basis
points, together in either case with accrued interest on the principal amount
being redeemed to the date of redemption.
"Treasury Rate" means, with respect to any redemption date, the
rate per annum equal to the semiannual equivalent yield to maturity (computed
as of the second business day immediately preceding such redemption date) of
the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of this Security that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Securities. "Independent Investment Banker" means
Salomon Brothers Inc.
"Comparable Treasury Price" means, with respect to any redemption
date, (i) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for
U.S. Government Securities" or (ii) if such release (or any successor
release) is not published or does not contain such prices on such business
day, (A) the average of the Reference Treasury Dealer Quotations for such
<PAGE>
redemption date, after excluding the highest and lowest of such Reference
Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than three
such Reference Treasury Dealer Quotations, the average of all such Quotations
or (C) if the Trustee is able to obtain only one Reference Treasury Dealer
Quotation from the Reference Treasury Dealers, such Quotation. "Reference
Treasury Dealer Quotations" means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Trustee, of
the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the
Trustee by such Reference Treasury Dealer as of 5:00 p.m., New York City time
on the third business day preceding such redemption date.
"Reference Treasury Dealer" means Salomon Brothers Inc, Chase
Securities Inc. and Deutsche Morgan Grenfell and their respective successors;
provided, however, that if any of the foregoing shall cease to be a primary
U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), the Company shall substitute therefor another nationally recognized
investment banking firm that is a Primary Treasury Dealer.
"Remaining Scheduled Payments" means, with respect to that portion
of this Security to be redeemed, the remaining scheduled payments of the
principal thereof and interest thereon that would be due after the related
redemption date but for such redemption; provided, however, that, if such
redemption date is not an interest payment date with respect to such
Security, the amount of the next succeeding scheduled interest payment
thereon will be reduced by the amount of interest accrued thereon to such
redemption date.
From and after notice has been given as provided in the Indenture,
if funds for the redemption shall have been made available on such redemption
date, that portion of this Security will cease to bear interest on the date
fixed for such redemption specified in such notice, and the only right of
Holders of that portion of this Security will be to receive payment of the
redemption price.
This Security may be repaid in whole or in part in increments of
$1,000, at the option of the Holder thereof, on November 15, 2007 and each
November 15 thereafter at their principal amount plus accrued and unpaid
interest to the repayment date (the "Repayment Amount"). If a repayment date
is not a business day, the Company will pay the Repayment Amount with respect
to which it has received the required notice (as hereinafter described) on
the next succeeding business day.
In order for a Holder to be repaid, the Company must receive at the
office of the Trustee's New York facility at 101 Barclay Street, 21st Floor,
New York, New York 10286, not less than 30 or more than 60 days' prior to the
repayment date (the "Election Period") (i) this Security with the form
entitled "Option to Elect Repayment" set forth below duly completed, or (ii)
a facsimile transmission or letter from a member of a national securities
exchange or the National Association of Securities Dealers or a commercial
bank or a trust company in the United States setting forth the name of the
Holder of this Security, the principal amount of this Security, the amount of
this Security to be repaid, a statement that the option to elect repayment is
being exercised thereby and a guarantee that this Security with the entitled
"Option to Elect Repayment" on the reverse of this Security duly completed
will be received by the Company not later than five business days after the
date of such facsimile transmission or letter and this Security and form duly
<PAGE>
completed are received by the Company by such fifth business day. Any such
election shall be irrevocable. All question as to the validity, eligibility
(including time of receipt) and acceptance of this Security for repayment
will be determined by the Company, whose determination will be final and
binding.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the person in whose name this Security is registered as the
owner hereof for all purposes, whether or not this Security is overdue, and
neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
No recourse for the payment of the principal of (and premium, if
any) or interest, if any, on this Security, or for any claim based hereon or
otherwise in respect hereof, and no recourse under or upon any obligation,
covenant or agreement of the Company in the Indenture or any indenture
supplemental thereto or in any Security, or because of the creation of any
indebtedness represented thereby, shall be had against any incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company or of any successor corporation, either directly or through the
Company or any successor corporation, whether by virtue of any constitution,
statute or rule of law or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of
the consideration for the issue hereof, expressly waived and released.
This Security shall be governed by and construed in accordance with
the laws of the State of New York.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the
Company to repay the within Security (or portion thereof specified below)
pursuant to its terms at a price equal to the principal amount thereof,
together with accrued interest to the repayment date.
For this Security to be repaid, the Company must receive at the
office of the Trustee, located at 101 Barclay Street, 21st Floor, New York,
New York 10286 (or at such other place or places of which the Company shall
from time to time notify the holder of the within Security) not less than 30
or more than 60 days prior to the repayment date, or if such repayment date
is not a Business Day, the next succeeding Business Day, (i) this Security
with this "Option to Elect Repayment" form duly completed, or (ii) a
facsimile transmission or letter from a member of a national securities
exchange or the National Association of Securities Dealers or a commercial
bank or a trust company in the United States of America setting forth the
name of the holder of the within Security, the principal amount of the within
Security, the amount of the within Security to be repaid, a statement that
the option to elect repayment is being exercised thereby and a guarantee that
the within Security with this "Option to Elect Repayment" form duly completed
will be received by the Company not later than five Business Days after the
date of such facsimile transmission or letter and the within Security and
form duly completed are received by the Company by such fifth Business Day.
If less than the entire principal amount of the within Security is
to be repaid, specify the portion thereof (which shall be an integral
multiple of $1,000) which the holder elects to have repaid: $_________. A
Security will be issued to the holder in an amount equal to the portion not
being repaid.
Dated:
_________________________________________
Note: The Signature to this Option to
Elect Repayment must correspond with the
name as written upon the face of the
within Security in every particular
without alteration or enlargement or any
other change whatsoever.
<PAGE>
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - __________________ Custodian _____________
(Cust) (Minor)
under Uniform Gifts to Minors Act ________
(State)
Additional abbreviations may also be used
though not in the above list
<PAGE>
FOR VALUE RECEIVED, _______________________________
hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL
SECURITY OR OTHER
IDENTIFYING NUMBER
OF ASSIGNEE
_______________________ _____________________________________________
Please print or typewrite name and address
of assignee
__________________________________________________________________
the within Instrument of the said Company and do hereby irrevocably
constitute and appoint
____________________________________________________, Attorney
to transfer the said Instrument on the books of the said Company with full
power of substitution in the premises.
Dated: ________________
_______________________________________
NOTICE THE SIGNATURE TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE INSTRUMENT IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT, OR ANY CHANGE WHATEVER
