FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-985
INGERSOLL-RAND COMPANY
(Exact name of registrant as specified in its charter)
New Jersey 13-5156640
(State of incorporation) (I.R.S. Employer Identification No.)
Woodcliff Lake, New Jersey 07675
(Address of principal executive offices) (Zip Code)
(201) 573-0123
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes . X . No . . .
The number of shares of common stock outstanding as of April 30, 1999 was
165,934,024.
INGERSOLL-RAND COMPANY
FORM 10-Q
INDEX
PART I. FINANCIAL INFORMATION
Condensed Consolidated Balance Sheet at March 31,
1999 and December 31, 1998
Condensed Consolidated Income Statement for the
three months ended March 31, 1999 and 1998
Condensed Consolidated Statement of Cash Flows for
the three months ended March 31, 1999 and 1998
Notes to Condensed Consolidated Financial Statements
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Part II. OTHER INFORMATION
Item 1 - Legal Proceedings
Item 6 - Exhibits and Reports on Form 8-K
SIGNATURES
INGERSOLL-RAND COMPANY
CONDENSED CONSOLIDATED BALANCE SHEET
(in millions)
ASSETS
March 31, December 31,
1999 1998
Current assets:
Cash and cash equivalents $ 72.7 $ 71.9
Marketable securities 3.8 5.7
Accounts and notes receivable, net of
allowance for doubtful accounts 1,237.5 1,177.1
Inventories 940.5 940.8
Prepaid expenses 93.4 88.7
Deferred income taxes 140.1 143.4
Total current assets 2,488.0 2,427.6
Investments in and advances with
partially-owned equity affiliates 359.3 344.7
Property, plant and equipment, at cost 2,418.5 2,416.3
Less - accumulated depreciation 1,084.0 1,068.7
Net property, plant and equipment 1,334.5 1,347.6
Intangible assets, net 3,730.7 3,774.3
Deferred income taxes 225.4 235.9
Other assets 340.6 179.4
Total assets $8,478.5 $8,309.5
LIABILITIES AND EQUITY
Current liabilities:
Loans payable $ 455.0 $ 318.7
Accounts payable and accruals 1,445.4 1,488.6
Customers' advance payments 10.9 13.3
Income taxes 56.9 28.2
Total current liabilities 1,968.2 1,848.8
Long-term debt 2,165.7 2,166.0
Postemployment liabilities 896.9 897.1
Minority interests 122.1 133.6
Other liabilities 147.4 154.0
5,300.3 5,199.5
Company obligated mandatorily redeemable
preferred securities of subsidiary trust
holding solely debentures of the Company 402.5 402.5
Shareholders' equity:
Common stock 339.2 337.8
Other shareholders' equity 2,629.1 2,522.8
Accumulated other comprehensive income (192.6) (153.1)
Total shareholders' equity 2,775.7 2,707.5
Total liabilities and equity $8,478.5 $8,309.5
See accompanying notes to condensed consolidated financial statements.
INGERSOLL-RAND COMPANY
CONDENSED CONSOLIDATED INCOME STATEMENT
(in millions except per share figures)
Three Months Ended
March 31,
1999 1998
Net sales $2,083.3 $2,002.9
Cost of goods sold 1,536.4 1,484.1
Administrative, selling and service
engineering expenses 300.2 305.2
Operating income 246.7 213.6
Interest expense (52.9) (62.3)
Other income (expense), net (3.7) (0.3)
Equity in earnings of partially-owned
affiliates 6.6 6.8
Minority interests (9.0) (4.2)
Earnings before income taxes 187.7 153.6
Provision for income taxes 66.6 54.5
Net earnings $ 121.1 $ 99.1
Basic earnings per common share $ 0.74 $ 0.60
Diluted earnings per common share $ 0.73 $ 0.60
Dividends per common share $ 0.15 $ 0.15
See accompanying notes to condensed consolidated financial statements.
INGERSOLL-RAND COMPANY
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(in millions)
Three Months Ended
March 31,
1999 1998
Cash flows from operating activities:
Net earnings $ 121.1 $ 99.1
Adjustments to arrive at net cash
provided by operating activities:
Depreciation and amortization 78.2 69.4
Gain on sale of property plant and equipment (0.4) (0.1)
Net equity earnings/losses, net of dividends (4.3) (6.1)
Minority interests in earnings, net of dividends 2.6 2.9
Other items 17.0 5.3
Changes in other assets and liabilities, net (123.5) 5.6
Net cash provided by operating activities 90.7 176.1
Cash flows from investing activities:
Capital expenditures (45.9) (63.1)
Proceeds from sales of property, plant and
equipment 7.2 1.4
Acquisitions, net of cash (159.7) (31.4)
Proceeds from business dispositions - 19.3
Decrease (increase) in marketable securities 1.6 (1.5)
Cash advances (to) from equity companies (11.0) 5.5
Net cash used in investing activities (207.8) (69.8)
Cash flows from financing activities:
Increase (decrease) in short-term borrowings 140.6 (476.3)
Proceeds from long-term debt 0.1 -
Payments of long-term debt (0.3) (0.5)
Net change in debt 140.4 (476.8)
Net proceeds from issuance of equity-linked
securities - 390.4
Purchase of treasury stock (20.1) (8.3)
Dividends paid (24.7) (24.6)
Proceeds from exercise of stock options 22.0 12.6
Net cash provided by (used in) financing
activities 117.6 (106.7)
Effect of exchange rate changes on cash and
and cash equivalents 0.3 1.7
Net increase in cash and cash equivalents 0.8 1.3
Cash and cash equivalents - beginning of period 71.9 104.9
Cash and cash equivalents - end of period $ 72.7 $ 106.2
See accompanying notes to condensed consolidated financial statements.
INGERSOLL-RAND COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - In the opinion of management, the accompanying condensed
consolidated financial statements contain all
adjustments (including normal recurring accruals)
necessary to present fairly the consolidated unaudited
financial position and results of operations for the
three months ended March 31, 1999 and 1998.
Note 2 - On March 30, 1999 the company completed the acquisition
of Harrow Industries Inc., a leading manufacturer of
access control technologies, architectural hardware, and
decorative bath fittings and accessories. The purchase
price was approximately $160 million, which includes the
assumption of certain debt. At March 31, 1999, the
purchase price paid in connection with this acquisition
has been included as a component of "Other assets" on
the consolidated balance sheet. This acquisition will
be consolidated into the company's financial statements
during the third quarter of the year. The company
anticipates that a portion of the acquired assets may be
sold within the next twelve months.
Note 3 - In the first quarter of 1998, the company acquired for
approximately $15.4 million in cash, the assets of
Johnstone Pump Company (Johnstone). Johnstone
manufactures industrial piston pumps, automated
dispensing systems and related products. Also in the
first quarter of 1998, the company acquired for
approximately $16 million in cash, the door hardware
technology and intellectual property relating to
residential door locksets from the Master Lock unit of
Fortune Brands, Inc. These transactions have been
accounted for as purchases, with the results included
since their respective acquisition dates. Pro forma
results, assuming the acquisitions had occurred at the
beginning of the year, would not have been significantly
different than those reported.
Note 4 - On March 20, 1998 the company completed the sale of Ing.
G. Klemm Bohrtechnik GmbH. Also in the first quarter of
1998, the company sold certain assets of Ingersoll-Rand
Architectural Hardware Group Limited (formerly Newman
Tonks Group Limited). Sales proceeds approximated the
book value of these assets.
Note 5 - Inventories of domestic manufactured standard products
are valued on the last-in, first-out (LIFO) method and
all other inventories are valued using the first-in,
first-out (FIFO) method. The composition of inventories
for the balance sheets presented were as follows (in
millions):
March 31, December 31,
1999 1998
Raw materials and supplies $ 189.3 $ 186.2
Work-in-process 242.6 246.5
Finished goods 655.4 653.5
1,087.3 1,086.2
Less - LIFO reserve 146.8 145.4
Total $ 940.5 $ 940.8
Work-in-process inventories are stated after deducting
customer progress payments of $27.2 million at March 31,
1999 and $17.8 million at December 31, 1998.
Note 6- Basic earnings per share is based on the weighted average
number of common shares outstanding of 163.6 million
and 164.0 million for the first three months of 1999 and
1998, respectively. Diluted earnings per share is
based on the weighted average number of common shares
outstanding, as well as dilutive potential common shares,
which in the company's case comprise shares issuable under
stock benefit plans (1.8 million and 1.9 million for the
first three months of 1999 and 1998, respectively).
Note 7- The components of comprehensive income are as follows
(in millions):
For the three months ended March 31 1999 1998
Net income $121.1 $ 99.1
Other comprehensive income -
foreign currency equity adjustment (39.5) (18.9)
Comprehensive income $ 81.6 $ 80.2
Note 8- The Company adopted SFAS No. 131 "Disclosures about
Segments of an Enterprise and Related Information"
effective January 1, 1998. The statement requires
companies to report financial and descriptive information
about its operating segments in financial statements for
interim and annual periods.
A summary of operations by reportable segment for the
three months ended March 31, is as follows:
Sales 1999 1998
Specialty Vehicles $ 582.4 $ 539.2
Air & Temperature Control 530.2 538.1
Hardware & Tools 451.1 415.3
Engineered Products 519.6 510.3
Total $2,083.3 $2,002.9
Operating Income 1999 1998
Specialty Vehicles $ 93.5 $ 71.5
Air & Temperature Control 62.9 60.7
Hardware & Tools 69.5 59.4
Engineered Products 35.8 35.2
Unallocated corporate expense (15.0) (13.2)
Total $ 246.7 $ 213.6
No significant changes in segment assets have occurred
since December 31, 1998.
INGERSOLL-RAND COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The company's results for the first quarter of the year
established a new record. Sales totalled $2.1 billion, operating
income was $246.7 million and net earnings reached $121.1 million
($0.73 diluted earnings per share). For the first quarter of
1998, the company reported sales of $2.0 billion, operating
income of $213.6 million and net earnings of $99.1 million ($0.60
diluted earnings per share).
A comparison of key income statement amounts between the
quarters, is as follows:
o Net sales for the first three months of 1999 totalled $2.1
billion, an increase of four percent over last year's first
quarter.
o The ratio of cost of goods sold to sales for the first
quarter of 1999 improved to 73.7 percent compared to the
1998 first quarter ratio of 74.1 percent. The improvement
is attributable to the benefits of cost reduction,
efficiency and strategic sourcing programs.
o The ratio of administrative, selling and service engineering
expenses to sales was 14.4 percent for the first three
months of 1999, as compared to 15.2 percent for the first
quarter of 1998. The quarterly improvement is attributed to
a combination of cost-containment programs and the company's
efforts to reduce selling and administrative costs at
various divisions and locations with historically higher
ratios.
o Operating income for the first quarter of 1999 totalled
$246.7 million, an increase of $33.1 million (or 15.5
percent) over the $213.6 million reported for last year's
first quarter. The ratio of operating income to sales in
1999 was 11.8 percent, as compared to 10.7 percent for the
first three months of the prior year.
o Other income (expense), net, aggregated $3.7 million of
expense for the three months ended March 31, 1999, as
compared to $0.3 million of expense in the first quarter of
1998. This unfavorable change is attributed to higher gains
from the sale of surplus assets in the first quarter of
1998.
o The company's equity in earnings of partially-owned
affiliates includes its interest in several affiliates that
operate in similar lines of business, including the
company's 49-percent interest in Dresser-Rand Company
(Dresser-Rand). Total equity earnings were $6.6 million for
the first quarter of 1999, down slightly from the $6.8
million in the first quarter of 1998. Higher income from
Dresser-Rand was offset by lower earnings from other
partially-owned affiliates.
o The company's charges for minority interests are composed of
(i) interests of minority owners (less than 50 percent) in a
consolidated unit of the company, which totalled $2.6 million
for the first quarter of 1999 and $3.7 million for the first
quarter of 1998 and (ii) $6.4 million of charges associated
with the company's equity-linked securities in the first
three months of 1999 and $0.5 million in the first three
months of 1998. The company's equity-linked securities were
issued in March 1998.
o Interest expense for the first quarter of 1999 was $52.9
million, which was $9.4 million below last year's first
quarter due to lower average debt balances compared to 1998.
o The company's effective tax rate for the first quarter of
both years was 35.5 percent.
The consolidated results for the first quarter of the year
benefitted from the combination of business improvements in a
number of the company's domestic and foreign markets and a
continued emphasis on the company's productivity-improvement
programs. Incoming orders for the first quarter of the year
totalled $2.2 billion which approximates last year's first
quarter total. The company's backlog of orders at March 31,
1999, believed by it to be firm, was $1.6 billion, which was
approximately 9 percent higher than the backlog at December 31,
1998. The company estimates that approximately 90 percent of the
backlog will be shipped during the next twelve months.
Liquidity and Capital Resources
The company's working capital decreased by $59.0 million to
$519.8 million at March 31, 1999, from the December 31, 1998
balance of $578.8 million. This change is attributable to the
company's March 30, 1999 acquisition of Harrow Industries Inc.,
for approximately $160 million (see Note 2). The current ratio
was 1.3 to 1.0 at the end of the first quarter and at the end of
1998. The company's debt-to-total capital ratio at March 31,
1999 totalled 44 percent, compared with 43 percent reported at
December 31, 1998.
The company's cash and cash equivalents totalled $72.7
million at March 31, 1999 up slightly from the $71.9 million at
December 31, 1998. In evaluating the net change in cash and cash
equivalents, cash flows from operating, investing and financing
activities, and the effect of exchange rate movements must be
considered. Cash flows from operating activities provided $90.7
million, investing activities used $207.8 million and financing
activities provided $117.6 million. Exchange rate changes during
the first three months of 1999 increased cash and cash
equivalents by $0.3 million.
Receivables totalled $1.2 billion at March 31, 1999, which
represents a $60.4 million increase over the amount reported at
December 31, 1998. The increase was attributed to strong first
quarter sales, offset by the effect of approximately $34.2
million due to foreign currency translation.
Inventories totalled $940.5 million at March 31, 1999, which
represents a decrease of $0.3 million from the year-end balance
of $940.8 million. This change includes a reduction of
approximately $24.6 million of foreign currency translation
applicable to international inventories, offset by the building
of inventory to fulfill orders in the second and third quarters.
Intangible assets decreased by approximately $43.6 million
during the first three months of 1999. Intangibles were impacted
mainly by amortization, and foreign currency translation.
During the first three months of 1999, foreign currency
translation adjustments resulted in a net decrease of $39.5
million in shareowners' equity, caused by the strengthening of
the U.S. dollar against other currencies. Currency changes in
Brazil, Czech Republic, France, and Germany accounted for most of
this effect.
Year 2000
The company has in place a year 2000 compliance program to
address the issues raised by computer date programs using the
last two digits of a year. Pursuant to its year 2000 program,
the company reviewed its computer information systems, computer
hardware and embedded technology used in the company's products
and processes. This review was designed to identify which
computer systems and embedded technology might fail to correctly
process the year 2000. Based upon this review, which is now
complete, the company is replacing, modifying and/or upgrading
certain computer systems and embedded technology with the
objective being that no significant systems or devices will
malfunction as the result of failing to correctly process the
year 2000. The company, through the use of both internal
resources and outside consultants, has actively engaged in this
replacement, modification and upgrading and had substantially
completed its remediation program and testing by the end of 1998.
The review of company products revealed that all products
currently being produced are year 2000 compliant.
The total estimated cost of the year 2000 compliance program
since 1997, is approximately $60 million. Although the company
had incurred expenses prior to 1997, these costs were not
separately identified. Management estimates that as of March 31,
1999, 95 percent of total costs have been incurred.
Approximately 45 percent of these expenses were internal costs of
the company. The company will continue to fund the cost of the
year 2000 compliance program through operating cash flow.
In addition to its internal review process, the company has
contacted suppliers and distributors on the year 2000 issue to
minimize problems in its supply and distribution chains. Most
major suppliers have given assurances that their ability to
supply the company will not be affected by the year 2000 issue;
however, the company cannot assure timely compliance of third
parties and may be adversely affected by failure of a significant
third party to become year 2000 compliant.
The company believes that the costs to address the issues raised
by the year 2000 problem will not have a material impact on the
company's financial condition, results of operations, liquidity
or cash flows for any period. The schedule for successful
completion of the year 2000 program and the estimated costs are
based upon certain assumptions by management on future events,
including the continued availability of qualified resources to
implement the program and current costs for such resources.
If the company fails to successfully complete a significant
portion of its year 2000 compliance program, such failure may
have a material adverse impact on the company's financial
condition. Currently management does not consider the
possibility of such a failure to be reasonably likely; however,
in the event management's assessment changes an appropriate
contingency plan is being developed.
Euro Conversion
On January 1, 1999, eleven of the fifteen member countries of
the European Union established fixed conversion rates between
their existing sovereign currencies and the euro. The
participating countries agreed to adopt the euro as their
common legal currency on that date.
The company continues to identify and address all euro conversion
compliance issues. At this time, the company has not experienced
significant difficulties, but cannot predict the impact of the
euro conversion because of the numerous uncertainties associated
with noncompliance by third parties and the effect in the market
place on pricing due to currency transparency.
Environmental Matters
The company is a party to environmental lawsuits and claims,
and has received notices of potential violations of environmental
laws and regulations from the Environmental Protection Agency and
similar state authorities. It is identified as a potentially
responsible party (PRP) for cleanup costs associated with off-
site waste disposal at approximately 29 federal Superfund and
state remediation sites, excluding sites as to which the
company's records disclose no involvement or as to which the
company's liability has been fully determined. For all sites,
there are other PRPs and in most instances, the company's site
involvement is minimal. In estimating its liability, the company
has not assumed that it will bear the entire cost of remediation
of any site to the exclusion of other PRPs who may be jointly and
severally liable. The ability of other PRPs to participate has
been taken into account, based generally on the parties'
financial condition and probable contributions on a per site
basis. Additional lawsuits and claims involving environmental
matters are likely to arise from time to time in the future.
Although uncertainties regarding environmental technology,
state and federal laws and regulations and individual site
information make estimating the liability difficult, management
believes that the total liability for the cost of remediation and
environmental lawsuits and claims will not have a material effect
on the financial condition, results of operations, liquidity or
cash flows of the company for any year. It should be noted that
when the company estimates its liability for environmental
matters, such estimates are based on current technologies, and
the company does not discount its liability or assume any
insurance recoveries.
Acquisitions
On March 30, 1999 the company completed the acquisition of
Harrow Industries Inc., a leading manufacturer of access control
technologies, architectural hardware, and decorative bath
fittings and accessories. The purchase price was approximately
$160 million, which includes the assumption of certain debt. At
March 31, 1999, the purchase price paid in connection with this
acquisition has been included as a component of "Other assets" on
the consolidated balance sheet. This acquisition will be
consolidated into the company's financial statements during the
third quarter of the year. The company anticipates that a portion
of these assets may be sold within the next twelve months.
In the first quarter of 1998, the company acquired for
approximately $15.4 million in cash, the assets of Johnstone Pump
Company (Johnstone). Johnstone manufactures industrial piston
pumps, automated dispensing systems and related products for use
primarily in the automotive industry. Also in the first quarter
of 1998, the company acquired for approximately $16 million in
cash, the door hardware technology and intellectual property
relating to residential door locksets from the Master Lock unit
of Fortune Brands, Inc. The Master Lock transaction covers
patents and some manufacturing assets used to produce residential
locks, excluding padlocks.
Dispositions
On March 20, 1998 the company completed the sale of Ing. G.
Klemm Bohrtechinik GmbH. Also in the first quarter, the company
sold certain assets of Ingersoll-Rand Architectural Hardware
Group Limited (formerly Newman Tonks Group Limited). Sales
proceeds approximated the book value of these assets.
First-quarter Business Segment Review
The Specialty Vehicle Segment designs, manufactures and markets
powered vehicles that play a niche role in such fields as
infrastructure development, commercial construction and material
movement. This segment includes Bobcat skid-steer loaders and
compact hydraulic excavators; Club Car golf cars; Blaw-Knox
pavers; and Ingersoll-Rand compactors, drilling equipment and
rough-terrain material handlers. Sales for this segment totalled
$582.4 million for the first quarter of 1999, an eight-percent
increase over 1998 first-quarter sales. Operating income of
$93.5 million increased by 31 percent compared to last year.
All of the product lines in this segment achieved strong sales
growth. Road paving machinery and Bobcat products had major
improvements in operating earnings.
The Air and Temperature Control Segment focuses on markets
requiring air and refrigerant-gas compression technology and
services to provide gas pressure for distribution to end users or
to maintain a refrigeration cycle. This segment includes Thermo
King transport temperature-control equipment and Ingersoll-Rand
air compressors. The segment's first-quarter 1999 sales totalled
$530.2 million versus $538.1 million last year. Operating income
for the first quarter of 1999 increased by about four percent to
$62.9 million from $60.7 million last year. Air compressor sales
declined slightly in the first quarter; operating income, however
increased moderately because of cost-containment and expense
reductions. Thermo King sales and operating earnings were
comparable to last year's strong first quarter.
The Hardware and Tools Segment concentrates on manufacutring,
marketing, and managing the distribution channels required to
reach end user customers seeking products that enhance
productivity and security in the industrial construction, and do-
it-yourself markets. This segment includes architectural hardware
products, such as Schlage locks, as well as exit devices, door-
control hardware, steel doors and power-operated doors; and
Ingersoll-Rand tools and related industrial-production equipment.
For this segment, first-quarter 1999 sales increased by nine
percent to $451.1 million. Operating income for the quarter
totalled $69.5 million, an increase of 17 percent over last
year's first quarter. Architectural hardware products and
production equipment both reported increased sales and double-
digit improvements in operating income.
The Engineered Products Segment is composed of highly engineered
specific application products that are sold on a contract basis.
This segment includes Torrington and Fafnir bearings and
components, and Ingersoll-Dresser Pump Company (IDP), a joint
venture that produces pumps used in industrial, commercial and
municipal applications. First-quarter 1999 sales of $519.6
million increased by about two percent, and operating income of
$35.8 million improved by two percent, compared to last year's
first quarter. Bearings and components sales were up modestly,
but operating earnings were flat because of continued weakness in
industrial bearings. IDP's sales for the first quarter increased
slightly and operating income improved by eight percent because
of continuing cost-containment programs.
Safe Harbor Statement
Information provided by the company in reports such as this
report on Form 10-Q, in press releases and in statements made by
employees in oral discussions, to the extent the information is
not historical fact, constitutes "forward looking statements"
within the meaning of the Securities Act of 1933 and the
Securities Exchange Act of 1934. Forward looking statements by
their nature involve risk and uncertainty.
The company cautions that a variety of factors, including
but not limited to the following, could cause business conditions
and results to differ from those expected by the company: changes
in the rate of economic growth in the United States and in other
major international economies; significant changes in trade,
monetary and fiscal policies worldwide; currency fluctuations
among the U.S. dollar and other currencies; demand for company
products; distributor inventory levels; failure to achieve the
company's productivity targets; and competitor actions including
unanticipated pricing actions or new product introductions.
INGERSOLL-RAND COMPANY
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
In the normal course of business, the company is involved in a
variety of lawsuits, claims and legal proceedings, including
proceedings for off-site waste disposal cleanup of approximately
29 sites under federal Superfund and similar state laws. In the
opinion of the company, pending legal matters, including the one
discussed below, are not expected to have a material adverse
effect on the results of operations, financial condition,
liquidity or cash flows.
By letter dated February 4, 1999, the Michigan Department of
Environmental Quality ("DEQ") assessed a civil penalty in the
amount of $113,750 on the Company for an alleged violation of a
DEQ Administrative Order on Consent ("AOC"). The AOC governs the
Company's environmental investigation and cleanup obligations
related to the McCoy Creek Industrial Park, Buchanan, Michigan.
The Company has invoked the dispute resolution provisions of the
AOC and is in discussions with the DEQ with respect to the
settlement of this matter.
Item 6 - Exhibits and Reports on Form 8-K
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the registrant
during the period covered by this report.
INGERSOLL-RAND COMPANY
SIGNATURES
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 thereunto duly authorized.
INGERSOLL-RAND COMPANY
(Registrant)
Date May 12, 1999 /S/ D. W. Devonshire
D. W. Devonshire, Senior Vice
President & Chief Financial Officer
Principal Financial Officer
Date May 12, 1999 /S/ S. R. Shawley
S. R. Shawley, Controller
Principal Accounting Officer
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