Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
INGERSOLL-RAND COMPANY
(Exact name of Registrant as specified in its charter)
New Jersey 13-5156640
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
P. O. Box 8738
Woodcliff Lake, NJ 07675
(Address, including zip code, of Registrant's principal executive
office)
Ingersoll-Rand Company
Incentive Stock Plan
of 1998
(Full title of the Plan)
_______________
Patricia Nachtigal, Esq.
Vice President and General Counsel
Ingersoll-Rand Company
P. O. Box 8738
Woodcliff Lake, New Jersey 07675
(201) 573-0123
(Name, address, including zip code, and telephone number, including
area code, of Registrant's agent for service)
_______________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
to be Registered Registered Share (a) Price (a) Fee (a)
Common Stock, par 13,000,000 $44.31 $576,030,000 $160,137
value $2(b)
(a) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the
proposed maximum offering price per share, the proposed maximum
aggregate offering price and the amount of registration fee have
been computed on the basis of the average of the high and low
prices of the Common Stock reported on the New York Stock
Exchange Composite Tape on November 10, 1998.
(b) Includes Preference Stock Purchase Rights which, prior to the
occurrence of certain events will not be exercisable or evidenced
separately from the Common Stock.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Ingersoll-Rand Company (the
"Company" or the "Registrant" (File No. 1-985) with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are hereby
incorporated by reference in this Registration Statement:
(a) Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
(b) Quarterly Reports on Form 10-Q for the quarters ended March
31, 1998, June 30, 1998 and September 30, 1998.
(c) Current Reports on Form 8-K dated March 9, 1998, March 25,
1998 and November 9, 1998.
(d) The description of the Company's Common Stock contained in the
Company's Registration Statement filed under Section 12 of the
Exchange Act, including any amendments or reports filed for the
purpose of updating such description.
(e) The descriptions of the Company's Preferred Share Purchase
Rights contained in the Company's Registration Statement on Form 8-
A filed on December 12, 1988, as amended by Form 8A/A filed on
December 15, 1994, and the Company's Registration Statement on Form
8-A filed on November 9, 1998.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement indicating that all
securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference
into this Registration Statement and to be part hereof from the date
of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
Item 4. Description of Securities
Not required.
Item 5. Interests of Named Experts and Counsel
The financial statements incorporated in this Registration Statement
by reference to the Annual Report on Form 10-K of the Company for the
year ended December 31, 1997, have been so incorporated in reliance on
the report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in auditing and
accounting.
Item 6. Indemnification of Directors and Officers
Article Seventh of the Company's Restated Certificate of
Incorporation, as amended, provides that, to the fullest extent
permitted by the laws of the State of New Jersey, directors of the
Company shall not be personally liable to the Company or its
shareholders for damages for breach of any duty owed to the Company or
its shareholders, except that no such director or officer shall be
relieved from liability for any breach of duty based upon an act or
omission (i) in breach of such person's duty of loyalty to the Company
or its shareholders, (ii) not in good faith or involving a knowing
violation of law or (iii) resulting in receipt by such person of an
improper personal benefit.
Article Seventh also provides that each person who was or is made a
party or is threatened to be made a party to or is involved in any
pending, threatened or completed civil, criminal, administrative or
arbitrative action, suit, or proceeding, by reason of his or her being
or having been a director or officer of the Company, or by reason of
his or her being or having been a director, officer, trustee, employee
or agent of any other corporation or of any partnership, joint
venture, employee benefit plan or other entity or enterprise, serving
as such at the request of the Company, shall be indemnified and held
harmless by the Company to the fullest extent permitted by the New
Jersey Business Corporation Act (the "Act"), from and against all
reasonable costs, disbursements and attorneys' fees, and all amounts
paid or incurred in satisfaction of settlements, judgments, fines and
penalties, incurred or suffered in connection with any such
proceeding, and such indemnification shall continue as to a person who
has ceased to be a director, officer, trustee, employee or agent and
shall inure to the benefit of his or her heirs, executors,
administrators and assigns; provided, however, that there shall be no
indemnification with respect to any settlement of any proceeding
unless the Company has given its prior consent to such settlement or
disposition. This right to indemnification includes the right to be
paid by the Company the expenses incurred in connection with any
proceeding in advance of the final disposition of such proceeding as
authorized by the Board of Directors; provided, however, that, if the
Act so requires, the payment of such expenses shall be made only upon
receipt by the Company of an undertaking to repay all amounts so
advanced unless it shall ultimately be determined that such director
or officer is entitled to be indemnified.
Article Seventh also provides that the right to indemnification
thereunder is a contract right and gives claimants certain rights with
respect to claims for indemnification not paid by the Company after 30
days following a written request. Finally, Article Seventh provides
that the right to indemnification and advancements of expenses
provided thereby shall not exclude or be exclusive of any other rights
to which any person may be entitled under a certification of
incorporation, by-law, agreement, vote of shareholders or otherwise.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed as part of this Registration
Statement:
4(i) Certificate of Amendment to Restated Certificate of
Incorporation of Ingersoll-Rand Company, filed August
20, 1997. Incorporated by reference to Exhibit 4.2 to
Ingersoll-Rand Company Registration Statement on Form S-
3, File No.
333-37019.
4(ii) Certificate of Amendment to Restated Certificate of
Incorporation of Ingersoll-Rand Company filed May 28,
1992.Incorporated by reference to Exhibit 3(i) to Form
10-K of Ingersoll-Rand Company for Fiscal Year Ended
December 31, 1993.
4(iii) Restated Certificate of Incorporation of Ingersoll-
Rand Company as amended through May 28, 1992.
Incorporated by reference to Exhibit 3(ii) to Form 10-K
of Ingersoll-Rand Company for Fiscal Year Ended
December 31, 1993.
4(iv) By-Laws of Ingersoll-Rand Company, as amended through
September 1, 1997. Incorporated by reference to
Exhibit 4.3 to Ingersoll-Rand Company Registration
Statement on Form S-3, File No. 333-37019.
4(v) Rights Agreement, dated as of December 7, 1988, as
amended, by Amendment No. 1 thereto dated as of
December 7, 1994. Incorporated by reference to Exhibit
1 to Form 8-A of Ingersoll-Rand Company filed on
December 12, 1988, and Exhibit 2 to Form 8-A/A of
Ingersoll-Rand Company filed December 15, 1994.
4(vi) Rights Agreement, dated as of November 9, 1998.
Incorporated by reference to Exhibit 1 to Form 8-A/A of
Ingersoll-Rand Company filed on November 13, 1998.
5 Opinion of Patricia Nachtigal, Esq.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Patricia Nachtigal, Esq. (included in
the opinion filed as Exhibit 5).
24 Powers of Attorney
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement.
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement (except to the extent the information
required to be included by clauses (i) or (ii) is contained in
periodic reports filed by the Company pursuant to Section 13 or 15(d)
of the Exchange Act that are incorporated by reference into this
Registration Statement);
(iii)to include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement.
(2) That, for the purposes of determining any liability under the
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4) That, for purposes of determining any liability under the Act,
each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act that is incorporated by reference
in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Woodcliff lake, New Jersey
on this 13th day of November, 1998.
INGERSOLL-RAND COMPANY
(Registrant)
By James E. Perrella*
James E. Perrella
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities and on the date indicated.
Signature Title Date
James E. Perrella* Chairman of the Board,
James E. Perrella President, Chief Executive
Officer and Director
(Principal Executive Officer)
David W. Devonshire* Senior Vice President and
David W. Devonshire Chief Financial Officer
(Principal Financial Officer)
Steven R. Shawley* Controller (Principal
Steven R. Shawley Accounting Officer)
Joseph P. Flannery* Director
Joseph P. Flannery
Constance J. Horner* Director
Constance J. Horner
H. William Lichtenberger* Director
H. William Lichtenberger
Theodore E. Martin* Director
Theodore E. Martin
Peter C. Godsoe* Director
Peter C. Godsoe
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 November 13, 1998
Attorney-in-Fact
INDEX TO EXHIBITS
Exhibit Description
Number
4(i) Certificate of Amendment to Restated Certificate of
Incorporation of Ingersoll-Rand Company, filed August 20,
1997. Incorporated by reference to Exhibit 4.2 to Ingersoll-
Rand Company Registration Statement on Form S-3, File No.
333-37019.
4(ii) Certificate of Amendment to Restated Certificate of
Incorporation of Ingersoll-Rand Company filed May 28, 1992.
Incorporated by reference to Exhibit 3(i) to Form 10-K of
Ingersoll-Rand Company for Fiscal Year ended December 31,
1993.
4(iii) Restated Certificate of Incorporation of Ingersoll-Rand
Company as amended through May 28, 1992. Incorporated by
reference to Exhibit 3(ii) to Form 10-K of Ingersoll-Rand
Company for Fiscal Year Ended December 31, 1993.
4(iv) By-Laws of Ingersoll-Rand Company, as amended through
September 1, 1997. Incorporated by reference to Exhibit 4.3
to Ingersoll-Rand Company Registration Statement on Form S-
3, File No. 333-37019.
4(v) Rights Agreement, dated as of December 7, 1988, as amended,
by Amendment No. 1 thereto dated as of December 7, 1994.
Incorporated by reference to Exhibit 1 to Form 8-A of
Ingersoll-Rand Company filed on December 12, 1988, and
Exhibit 2 to Form 8-A/A of Ingersoll-Rand Company filed
December 15, 1994.
4(vi) Rights Agreement, dated as of November 9, 1998.
Incorporated by reference to Exhibit 1 for Form 8-A/A of
Ingersoll-Rand Company filed on November 13, 1998.
5 Opinion of Patricia Nachtigal, Esq.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Patricia Nachtigal, Esq. (included in the opinion
filed as Exhibit 5).
24 Powers of Attorney
November 13, 1998
Ingersoll-Rand Company
P. O. Box 8738
Woodcliff Lake, NJ 07675
Ladies & Gentlemen:
I have acted as counsel to Ingersoll-Rand Company, a New
Jersey corporation (the "Company"), in connection with the
Registration Statement on Form S-8 (the "Registration Statement")
which the Company intends to file with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the
"Securities Act"), relating to up to 13,000,000 shares of the
Company's common stock, par value $2 per share (the "Common Stock"),
which may be issued pursuant to the Company's Incentive Stock Plan of
1998 (the "Plan").
I have examined a copy of the Registration Statement
(including the exhibits thereto), the related Prospectus (the
"Prospectus") and the Plan. In addition, I have examined, and have
relied as to matters of fact upon, the originals or copies, certified
or otherwise identified to my satisfaction, of such corporate records,
agreements, documents and other instruments and such certificates or
comparable documents of public officials and of officers and
representatives of the Company, and have made such other
and further investigations, as I have deemed relevant and necessary as
a basis for the opinion hereinafter set forth.
In such examination, I have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to me as originals, the conformity to original
documents of all documents submitted to me as certified or photostatic
copies, and the authenticity of the originals of such latter
documents.
I hereby advise you that in my opinion the original issue
shares of Common Stock issuable pursuant to the Plan, when duly
authorized and issued as contemplated by the Registration Statement,
the related Prospectus and the Plan, will be validly issued, fully
paid and non-assessable.
I am a member of the Bar of the State of New Jersey and I do
not express any opinion herein concerning any law other than the State
of New Jersey.
I hereby consent to the filing of this opinion letter as an
Exhibit to the Registration Statement.
Very truly yours,
/s/ Patricia Nachtigal
PATRICIA NACHTIGAL
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 3,
1998, which is included as part of Exhibit 13 - the Ingersoll-Rand
Company Annual Report to Shareholders for 1997, which is incorporated
by reference in Ingersoll-Rand Company's Annual Report on Form 10-K
for the year ended December 31, 1997. We also consent to the
incorporation by reference of our report on the Financial Statement
Schedule, which is included as part of Item 14(a) of such Annual
Report on Form 10-K. We also consent to the reference to us under the
heading "Interests of Named Experts and Counsel" in Item 5 of such
Registration Statement.
/S/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Florham Park, New Jersey
November 12, 1998
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
officers and directors of Ingersoll-Rand Company (the "Company") in
their respective capacities set forth below constitutes and appoints
James E. Perrella, J. Frank Travis and Patricia Nachtigal, and each of
them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to do any
and all acts and all things and to execute any and all instruments
which said attorney and agent may deem necessary or desirable to
enable the Company to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Securities
and Exchange Commission thereunder in connection with the registration
under such Act of shares of Common Stock of the Company (the "Common
Stock") to be issued to employees of the Company or its subsidiaries
pursuant to the Ingersoll-Rand Company Incentive Stock Plan of 1998,
to the extent that any such registration may be required in the
opinion of the executive officers of the Company, upon the advice of
counsel, including without limitation, the power and authority to sign
the name of the undersigned individual in the capacity indicated below
opposite the name of such individual to the Registration Statement on
Form S-8 or any Form relating to the registration of such Common
Stock, to be filed with the Securities and Exchange Commission with
respect to said Common Stock, to sign any and all amendments
(including post-effective amendments) and supplements to such
Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or either of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
/s/ James E. Perrella Chairman of the Board, August 5, 1998
James E. Perrella President, Chief
Executive Officer
and Director
(Principal Executive
Officer)
/s/ David W. Devonshire Senior Vice President August 5, 1998
David W. Devonshire Chief Financial Officer
(Principal Financial
Officer)
/s/ Steven R. Shawley Controller (Principal August 5, 1998
Steven R. Shawley Accounting Officer)
/s/ Joseph P. Flannery Director August 5, 1998
Joseph P. Flannery
/s/ Constance J. Horner Director August 5, 1998
Constance J. Horner
/s/ H. William Lichtenburger Director August 5, 1998
H. William Lichtenburger
/s/ Theodore E. Martin Director August 5, 1998
Theodore E. Martin
/s/ Orin R. Smith Director August 5, 1998
Orin R. Smith
/s/ Richard J. Swift Director August 5, 1998
Richard J. Swift
/s/ J. Frank Travis Director August 5, 1998
J. Frank Travis
/s/ Tony L. White Director August 5, 1998
Tony L. White
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Ingersoll-Rand Company (the "Company") constitutes and appoints James
E. Perrella, J. Frank Travis and Patricia Nachtigal, and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to do any and all acts and all
things and to execute any and all instruments which said attorney and
agent may deem necessary or desirable to enable the Company to comply
with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission
thereunder in connection with the registration under such Act of
shares of Common Stock of the Company (the "Common Stock") to be
issued to employees of the Company or its subsidiaries pursuant to the
Ingersoll-Rand Company Incentive Stock Plan of 1998, to the extent
that any such registration may be required in the opinion of the
executive officers of the Company, upon the advice of counsel,
including without limitation, the power and authority to sign the name
of the undersigned individual in the capacity indicated below opposite
the name of such individual to the Registration Statement on Form S-8
or any Form relating to the registration of such Common Stock, to be
filed with the Securities and Exchange Commission with respect to said
Common Stock, to sign any and all amendments (including post-effective
amendments) and supplements to such Registration Statement, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of
them, or their substitutes, may lawfully do or cause to be done by
virtue hereof.
Signature Title Date
/s/ Peter C. Godsoe Director November 4, 1998
Peter C. Godsoe
