As Filed with the Securities and Exchange Commission on November 29, 2000
Registration No. 333-
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Ingersoll-Rand Company New Jersey 13-5156640
Ingersoll-Rand Financing II Delaware 13-5156640
Ingersoll-Rand Financing III Delaware 13-5156640
(Exact Name of Registrant (State or Other Jurisdiction (I.R.S. Employer
as Specified in its Charter) of Incorporation or Identification Number)
Organization)
200 Chestnut Ridge Road Patricia Nachtigal, Esq.
Woodcliff Lake, New Jersey 07677 Senior Vice President
(201) 573-0123 and General Counsel
(Address, Including Zip Code, 200 Chestnut Ridge Road
and Telephone Number, Woodcliff Lake, New Jersey 07677
Including Area Code, of Registrant's (201) 573-0123
Principal Executive (Name, Address, Including Zip Code,
Offices) 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
------------------------
<PAGE>
Approximate date of commencement of proposed sale of the securities to the
public: From time to time after this registration statement becomes
effective.
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 being 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 426(b) under the Securities Act, please check the following
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 the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. /_/
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Each Amount to be Proposed Proposed Amount of
Class of Registered(1)(2) Maximum Maximum Registration
Securities to Offering Price Aggregate Fee
be Registered Per Unit(3) Offering Price
---------------- ---------------- -------------- -------------- ------------
<S> <C> <C> <C> <C>
Debt securities
of Ingersoll-Rand
Company..........
Preference stock
of Ingersoll-Rand
Company..........
Depositary shares
of Ingersoll-Rand
Company..........
Common stock of
Ingersoll-Rand
Company(4).......
Stock purchase
contracts of
Ingersoll-Rand
Company.......... $750,000,000 100% $750,000,000 $198,000
Stock purchase
units of
Ingersoll-Rand
Company..........
Warrants.........
Preferred
securities
of Ingersoll-
Rand Financing
II..............
Preferred
securities
of Ingersoll-
Rand Financing
III............
Guarantees of
preferred
securities of
Ingersoll-Rand
Financing II
and
Ingersoll-Rand
Financing III(5)
<FN>
(1) Such indeterminate number or amount of debt securities, warrants,
preference stock, depositary shares, common stock, stock purchase
contracts and stock purchase units of Ingersoll-Rand Company and trust
preferred securities of Ingersoll-Rand Financing II and Ingersoll-Rand
Financing III as may from time to time be issued at indeterminate prices
and the related trust preferred securities guarantees.
<PAGE>
(2) Such amount in U.S. dollars or the equivalent thereof in foreign
currencies as shall result in an aggregate initial offering price for all
securities of $750,000,000. In addition, this Registration Statement
includes a presently indeterminate number of securities that may be
issuable from time to time upon conversion or exchange of the securities
being registered hereunder.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and exclusive of accrued interest and dividends,
if any.
(4) Includes Series A Preference Stock Purchase Rights.
(5) Ingersoll-Rand Company is also registering under this registration
statement all other obligations that it may have with respect to trust
preferred securities issued by Ingersoll-Rand Financing II and
Ingersoll-Rand
</TABLE>
<PAGE>
Financing III. No separate consideration will be received for any guarantee
or any other such obligations.
---------------
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus herein
is a combined prospectus and also relates to up to $395.0 million of unsold
securities covered by Registration Statement No. 333-38367 previously filed
with the Commission and declared effective on March 17, 1998, up to $43.6
million of unsold securities covered by Registration Statement No. 333-34029
previously filed with the Commission and declared effective on August 26,
1997 and up to $250 million of unsold securities covered by Registration
Statement No. 333-37019 previously filed with the Commission and declared
effective on October 8, 1997.
The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
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 the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
[RED HERRING]
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the Registration Statement filed with the
Securities and Exchange Commission is effective. This Prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED NOVEMBER 29, 2000
PROSPECTUS
[LOGO]
$1,438,600,000
Ingersoll-Rand Company
Debt Securities
Preference Stock
Depositary Shares
Common Stock
Stock Purchase Contracts or Units
Stock Purchase Contracts
Warrants
------------------
Ingersoll-Rand Financing II
Ingersoll-Rand Financing III
Trust Preferred Securities
Guaranteed by
Ingersoll-Rand Company
-----------------
We will provide the specific terms of these securities in supplements to
this prospectus. We can only use this prospectus to offer and sell any specific
security by also including a prospectus supplement for that security. You
should read this prospectus and the prospectus supplements carefully before
you invest.
<PAGE>
These securities have not been approved by the SEC or any state securities
commission, nor have these organizations determined that this prospectus is
accurate or complete. Any representation to the contrary is a criminal
offence.
, 2000
<PAGE>
We have not authorized anyone to tell you anything about us or the securities
covered by this prospectus except what is included or incorporated in this
prospectus or any accompanying prospectus supplement. Do not assume that
there has been no change in our affairs since the date of this prospectus.
Finally, even though you may have this prospectus or any accompanying
prospectus supplement, we are not making any offer or encouraging your
interest in any securities if it is not legal and proper for us to do so.
AVAILABLE INFORMATION
This prospectus is part of a registration statement on Form S-3 relating
to the securities covered by this prospectus. The prospectus does not include
all of the information in the registration statement. We refer you to the
registration statement and its exhibits for further information about us and
the securities.
We are subject to the Securities Exchange Act of 1934, and file reports
and other information with the SEC as required by the Exchange Act. You can
inspect and copy our reports and filings by contacting the SEC at these
offices:
Public Reference Room 7 World Trade Center Northwestern Atrium Center
Judiciary Plaza New York, NY 10048 500 West Madison Street
450 Fifth Street, NW Chicago, IL 60661
Washington, DC 20549
You can also get copies of these materials from the SEC's web site
(http://www.sec.gov), or view them at the offices of the New York Stock
Exchange, 20 Broad Street, New York, NY 10005.
We have not included any separate financial statements for the trusts.
They were omitted because the trusts are our wholly owned subsidiaries with no
independent operations, we guarantee the fee obligations relating to the
trust securities and the SEC has exempted these types of trusts from filing
obligations for as long as we continue to file our information with the SEC.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Our Annual Report on Form 10-K for the fiscal year ended December 31,
1999, our Quarterly Reports on Form 10-Q dated as of May 5, 2000, August 14,
2000 and November 14, 2000 and our Current Reports on Form 8-K dated as of
June 13, 2000 and September 30, 2000, are incorporated by reference in this
prospectus. All future filings that we make under Sections 13(a), 13(c),14 or
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15(d) of the Exchange Act until we sell all of the securities we are offering
are deemed incorporated into and part of this prospectus once filed. Any
statement in this prospectus, in any prospectus supplement, or in any document
incorporated by reference that is different from any statement contained in any
later-filed document should be regarded as changed by that later statement.
Once so changed, the earlier statement is no longer considered part of this
prospectus or any prospectus supplement.
If you ask us by phone or in writing, we will give you a copy of any of
the materials incorporated (other than exhibits, unless the exhibits are
themselves specifically incorporated). Please make your request to R.G.
Heller, Secretary, P.O. Box 8738, Woodcliff Lake, New Jersey 07677, telephone
201-573-0123.
ABOUT US
We were 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, we have
supplemented our 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 acquisitions.
We are a diversified, multinational manufacturer of industrial and
commercial equipment and components. Our product lines include air compressors,
architectural hardware products, bearing and components, construction
equipment, golf cars and utility vehicles, tools, and transport and
stationary temperature control systems. We serve four global growth market
sectors: security and safety; infrastructure; industrial productivity and
climate control.
Our principal executive offices are at 200 Chestnut Ridge Road, Woodcliff
Lake, New Jersey 07677 (telephone 201-573-0123).
ABOUT THE TRUSTS
Each trust is a Delaware business trust which exists for the exclusive
purpose of issuing the trust preferred securities and common securities
representing undivided beneficial interests in the assets of the
trust in exchange for our debt securities.
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All of the trust common securities will be directly or indirectly owned by
us. The trust common securities will rank equally, and payments will be made
proportionately, with the trust preferred securities, except that, upon an
event of default, the rights of the holders of the trust common securities to
payment of distributions and payments upon liquidation, redemption and
otherwise will be subordinated to the rights of the holders of the trust
preferred securities. We will acquire trust common securities in an aggregate
liquidation amount equal to 3% of the total capital of each trust, and we will
sell the trust preferred securities to the public.
Each trust's business and affairs will be conducted by its trustees,
including a property trustee, a Delaware trustee and three individual
trustees (which we refer to as the "regular trustees") who are our employees
or officers appointed by us. 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 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 regular trustees. One trustee of each trust will be a
financial institution that is not affiliated with us, which shall act as
property trustee and as indenture trustee for the purposes of the Trust
Indenture Act. In addition, unless the property trustee maintains a principal
place of business in the State of Delaware, one trustee of each trust will
have a principal place of business or reside in the State of Delaware. We
will pay all fees and expenses related to the trusts and the offering of the
trust securities.
The office of the Delaware trustee for each trust is c/o The Corporation
Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The address
for each trust is c/o Ingersoll-Rand Company, at 200 Chestnut Ridge Road,
Woodcliff Lake, New Jersey 07677.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges for
each of the years in the five year period ended December 31, 1999 and for the
nine month period ended September 30, 2000. We do not presently have any
preference stock outstanding. For the purpose of computing the ratios of
earnings to fixed charges, earnings consist of earnings from continuing
operations before income taxes and fixed charges, excluding our 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),
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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>
Nine Month
Period Ended
September 30, Year Ended December 31,
------------- ---------------------------------------------
2000 1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings
to fixed charges(a) 3.56 4.28 3.59 4.44 4.79 4.34
------------
<FN>
(a) All amounts have been restated to reflect a reclassification of a
portion of discontinued operations to continuing operations for
Dresser-Rand Company.
</TABLE>
USE OF PROCEEDS
We plan to add the proceeds we receive from sales of securities to our
general funds and to use them for general corporate purposes. These could
include capital expenditures, repayment or purchase of our already issued
long-term debt, investment in subsidiaries, additions to working capital,
repayment of short-term commercial paper notes or other short term debt,
acquisitions and other business opportunities.
DESCRIPTION OF THE DEBT SECURITIES
The following description of debt securities sets forth certain general
terms and provisions of debt securities. The particular terms of the debt
securities offered will be described in the prospectus supplement relating to
the securities.
We 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:
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. senior unsecured obligations issued in one or more series under a senior
indenture dated as of August 1, 1986, as supplemented, between us and The
Bank of New York, as trustee, or
. subordinated unsecured obligations issued in one or more series under a
subordinated indenture to be entered into between us and a trustee.
The following description only summarizes the terms of the indentures and the
debt securities. For more information you should read the indentures.
General
The indentures do not limit the amount of debt securities which we may
issue 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 we may
authorize from time to time.
You should review the prospectus supplement for the following terms of the
debt securities being offered:
* the designation, aggregate principal amount and authorized
denominations of the debt securities;
* the purchase price of the debt securities;
* the date or dates on which the debt securities will mature;
* the rate or rates per annum, if any (which may be fixed or variable),
at which the debt securities will bear interest or the method by
which such rate or rates will be determined;
* the dates on which the interest will be payable and the record dates
for payment of interest, if any;
* the coin or currency in which payment of the principal of (and
premium, if any) or interest, if any, on the debt securities will be
payable;
* the terms of any mandatory or optional redemption (including any
sinking fund) or any obligation of us to repurchase the debt
securities;
* whether the debt securities are to be issued in whole or
in part in the form of one or more temporary or permanent global debt
securities and, if so, the identity of the depositary, if any, for
such note or notes;
* whether the debt securities will be senior debt securities or
subordinated debt securities;
* the terms, if any, upon which such debt securities may be
convertible into or exchangeable for other securities; and
* any other additional provisions or specific terms which may be
applicable to that series of debt securities.
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<PAGE>
Unless otherwise indicated in the prospectus supplement, the debt
securities will be issued only in fully registered form without coupons
in denominations of $1,000 or multiples of $1,000. No service charge will be
made for any registration of, transfer or exchange of the debt securities, but
we may require a payment by the holder to cover any tax or other governmental
charge.
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 of these discounted debt securities will be described in
the applicable prospectus supplement.
Ranking of Debt Securities
The senior debt securities will be unsecured unsubordinated obligations and
will rank equally in right of payment with all of our unsecured and
unsubordinated indebtedness. The subordinated debt securities will be
unsecured subordinated obligations and will be subordinated in right of
payment to all of our existing and future senior indebtedness (as defined in
the related prospectus supplement), including the senior debt securities. See
"--Subordination of Subordinated Debt Securities."
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 related prospectus supplement. The terms
may include provisions for conversion or exchange, either mandatory, at the
option of the holders or at our option.
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 identified in the prospectus
supplement relating to the applicable 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 the series. We anticipate 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 depositary will be represented by a global note registered
in the name of such depositary or its nominee. Upon the issuance of a global
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<PAGE>
note in registered form, the depositary for the global note will credit, on
its book-entry registration and transfer system, the principal amounts of the
debt securities represented by the global note to the accounts of
institutions that have accounts with the depositary or its nominee
("participants"). The accounts to be credited shall be designated by the
underwriters or agents of the debt securities or by us, if the debt
securities are offered and sold directly by us. Ownership of beneficial
interests in the global notes will be limited to participants or persons that
may hold interests through participants. Ownership of beneficial interests by
participants in the global notes will be shown on, and the transfer of that
ownership interest will be effected only through, records maintained by the
depositary or its nominee for the global notes. Ownership of beneficial
interests in global notes by persons that hold the 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 the participant.
So long as the depositary for a global note in registered form, or its
nominee, is the registered owner of the global note, the depositary or the
nominee, as the case may be, will be considered the sole owner or holder of
the debt securities represented by the global note for all purposes under the
applicable indenture governing the debt securities. Except as described
below, owners of beneficial interests in the global notes will not be
entitled to have debt securities of the series represented by the global
notes registered in their names, will not receive or be entitled to receive
physical delivery of debt securities of the 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 depositary or its nominee
will be made to the depositary or its nominee, as the case may be, as the
registered owner or the holder of the global note representing the debt
securities. We will not, nor will the trustee, any paying agent or the
security registrar for the debt securities 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 the debt securities or
for maintaining, supervising or reviewing any records relating to the
beneficial ownership interests.
We expect that the 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
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payments in amounts proportionate to their respective beneficial interests in
the principal amount of the global note as shown on the records of the
depositary. We also expect that payments by participants to owners of
beneficial interests in the global note held through the participants will be
governed by 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 the participants.
A global note may not be transferred except as a whole by the depositary
for the global note 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 nominee to a successor of the depositary or a nominee of
the successor. If a 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 us within ninety days, we will issue debt securities in
definitive registered form in exchange for the global note or notes
representing the debt securities. In addition, we may at any time and in our
sole discretion determine not to have any debt securities in registered form
represented by one or more global notes and, in that event, we will issue
debt securities in definitive form in exchange for the global note or notes
representing the debt securities.
Certain Covenants of the Debt Securities
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, we will 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 of any kind (hereinafter
referred to as a "mortgage" or "mortgages") on any principal property of ours
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 we shall so determine, with any other indebtedness then or thereafter
existing, created, assumed or guaranteed by us 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
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or any indebtedness secured thereby, without increase of the principal of
such indebtedness):
* on property, shares or funded indebtedness of any corporation
existing at the time such corporation becomes a restricted subsidiary;
* 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;
* on property, shares or funded indebtedness of a corporation existing
at the time such corporation is merged into or consolidated with us
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 us or a restricted subsidiary;
* on property of a restricted subsidiary to secure indebtedness of such
restricted subsidiary to us or another restricted subsidiary;
* on our property or property of a restricted subsidiary in favor of the
United States or any State thereof, or any department, agency or
instrumentality or political subdivision of the United States 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
* existing at the date of the senior indenture.
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 us 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 us or any restricted subsidiary of any principal property are
prohibited, unless (a) we 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 our board of directors) is applied within 180 days to the
retirement (otherwise than by payment at maturity or pursuant to mandatory
sinking funds) of our senior debt securities or funded indebtedness of any
restricted subsidiary on a parity with the senior debt securities or to
purchase, improve or construct principal properties.
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Exempted Indebtedness. Notwithstanding the limitations on mortgages and
sale and leaseback transactions described above, we 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
our and our consolidated subsidiaries shareholders' equity. "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 us with or into any other corporation or any sale, conveyance or
lease of all or substantially all of our property to any other corporation,
the corporation (if other than us) formed by such consolidation, or into
which we 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 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. We will not consolidate or merge, or make any such
sale, lease or other disposition, and we will not permit any other
corporation to merge into us, unless immediately after giving effect thereto,
we 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, we 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 we shall so determine, any other indebtedness
of or guarantee by us or such restricted subsidiary ranking equally with the
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senior debt 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 us
or such restricted subsidiary.
Certain Definitions. The term "principal property" means any manufacturing
plant or other manufacturing facility of ours or any restricted subsidiary,
which plant or facility is located within the United States, 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 us and our
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. 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 the
corporation shall at the time be owned by us or by us and one or more
subsidiaries or by one or more subsidiaries.
Senior Debt Securities Issued to a Trust. In the case of senior debt
securities issued to a trust, 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.
Unless otherwise provided in the applicable prospectus supplement, if
senior debt securities are issued to a trust or a trustee of such trust in
connection with the issuance of trust securities by such trust and:
* there shall have occurred an event that would constitute an event of
default,
* we shall be in default with respect to its payment of any obligations
under the related trust preferred guarantee or trust common guarantee,
or
* we shall have given notice of our election to defer payments of
interest on such senior debt securities by extending the interest
payment period as provided in the senior indenture and such period,
or any extension thereof, shall be continuing,
then (a) we 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 our capital stock, and (b) we shall not make any payment
of interest, principal or premium, if any, on or repay, repurchase or redeem
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any debt securities which rank equally with or junior to such senior debt
securities; provided that the foregoing restriction does not apply to any
stock dividends paid by us where the dividend stock is of the same class as
that of the stock held by the holders receiving the dividend.
If provided in the applicable prospectus supplement, we will have the
right at any time and from time to time during the term of any series of senior
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, subject to the terms, conditions and covenants, if
any, specified in such prospectus supplement, provided that the extension
period may not extend beyond the stated maturity of such series of senior
debt securities.
In the senior indenture, we 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 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.
Subordinated Debt Securities. The 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 us with or into any other corporation or any sale, conveyance or
lease of all or substantially all the property of us to any other
corporation, the corporation (if other than us) formed by such consolidation,
or into which we 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 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 subordinated debt securities. We will not consolidate or merge, or
make any such sale, lease or other disposition, and we will not permit any
other corporation to merge into us, unless immediately after giving effect
thereto, we or such successor corporation, as the case may be, will not be in
default under the subordinated indenture.
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Subordinated Debt Securities Issued to a Trust. In the case of
subordinated debt securities issued to a trust, 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.
Unless otherwise provided in the applicable prospectus supplement, if
subordinated debt securities are issued to a trust or a trustee of such trust
in connection with the issuance of trust securities by such trust and:
* there shall have occurred an event that would constitute an event of
default,
* we shall be in default with respect to its payment of any obligations
under the related trust preferred guarantee or trust common guarantee,
or
* we shall have given notice of our election to defer payments of
interest on such subordinated debt securities by extending the
interest payment period as provided in the subordinated indenture and
such period, or any extension thereof, shall be continuing,
then (a) we 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 our capital stock, and (b) we shall not make any payment
of interest, principal or premium, if any, on or repay, repurchase or redeem
any debt securities which rank equally with or junior to such subordinated
debt securities; provided that the foregoing restriction does not apply to
any stock dividends paid by us where the dividend stock is of the same class
as that of the stock held by the holders receiving the dividend.
If provided in the applicable prospectus supplement, we will have the
right at any time and from time to time during the term of any series of
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, subject to the terms, conditions and
covenants, if any, specified in such prospectus supplement, provided that the
extension period may not extend beyond the stated maturity of such series of
subordinated debt securities.
In the subordinated indenture, we 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
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
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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);
* 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 debt securities issued
to a trust, should the trustee or the holders of such 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 debt securities issued to a trust, should
the holders of such 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
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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 debt securities, the
property trustee will have the right to declare the principal of and the
interest on such debt securities, and any other amounts payable under the
indenture, to be forthwith due and payable and to enforce its other rights as
a creditor with respect to such debt securities. We are required annually to
deliver to the trustee an officers' certificate stating whether or not the
signers have knowledge of any default in performance by us of the covenants
described above.
If an event of default with respect to a series of debt securities issued
to a trust has occurred and is continuing and such event is attributable to the
failure of us to pay interest, premium (if any) or principal on such 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 us for enforcement of payment to such
holder of the principal of or interest or premium (if any) on such debt
securities having a principal amount equal to the aggregate liquidation
amount of the related trust preferred securities of such holder (a "direct
action"). We may not amend the related 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.
Defeasance
Both indentures provide that we, at our option, 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 Debt Securities--Limitation on Liens", "Limitation on
Sale and Leaseback Transactions" and the second paragraph of "Restrictions Upon
Merger and Sales of Assets"), upon the deposit with the trustee, 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
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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 us for redemption of such debt
securities.
To exercise any such option, we are 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.
Modification of the Indentures
Each indenture contains provisions permitting us 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:
* 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 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
* 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 debt securities issued to a trust, 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
related indenture may occur, and no waiver of any event of default or
compliance with any covenant under the related 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 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 related
indenture would require the consent of each holder of debt securities and the
debt securities were issued to a trust, no such consent shall be given by the
property trustee without the prior consent of each holder of related trust
preferred securities.
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Subordination of Subordinated Debt Securities
The payment of the principal of, premium, if any, and interest, if any, on
the subordinated debt securities will be subordinated, to the extent and in
the manner set forth in the subordinated indenture, 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 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 our assets, or any liquidation, dissolution or other
winding-up, whether voluntary or involuntary, or any assignment for the
benefit of creditors or other marshalling of our assets or liabilities, all
senior indebtedness 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
subordinated debt securities.
In addition, the applicable prospectus supplement may provide that no
payment on account of the subordinated debt securities offered thereby shall
be made during the continuance of certain defaults with respect to our senior
indebtedness or certain of our designated senior indebtedness.
In the event that, notwithstanding the foregoing, any payment or
distribution of our assets (excluding the distribution of certain permitted
equity or subordinated securities) is received by the subordinated trustee or
the holders of any of the subordinated debt securities, 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 this prospectus is being delivered in connection with the offering of a
series of subordinated debt securities, the accompanying prospectus
supplement or the information incorporated by reference will set forth the
definitions of senior indebtedness and designated senior indebtedness
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applicable to that series, any payment blockage provisions and the
approximate amount of such senior indebtedness outstanding as of a recent
date.
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.
Debt Securities Issued to Trusts
The debt securities may be issued in one or more series under the related
indenture with terms corresponding to the terms of a series of related trust
preferred securities. In that event, we will issue such series of debt
securities to the relevant trust in exchange for the related trust preferred
securities and trust common securities. We will then sell the trust
preferred securities to the public. Each series of debt securities issued to
a trust 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 equally with all other series of
debt securities. Holders of the related trust preferred securities for a series
of debt securities will have the rights, in connection with modifications to the
related 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.
We will agree, as to each series of debt securities issued to a trust:
* to maintain directly or indirectly 100% ownership of the trust common
securities of the trust to which such debt securities have been
issued, provided that certain successors which are permitted pursuant
to the related indenture may succeed to our ownership of the trust
common securities,
* not to voluntarily terminate, wind up or liquidate any trust, except
(a) in connection with a distribution of 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
* to use our 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 or
publicly traded partnership taxable as a corporation for United States
federal income tax purposes.
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DESCRIPTION OF SECURITIES WARRANTS
General
We may issue warrants to purchase our securities or rights (including
rights to receive payment in cash or securities based on the value, rate or
price of one or more specified commodities, currencies or indices) or
securities of other issuers or any combination of the foregoing. Warrants may
be issued independently or together with any securities and may be attached to
or separate from such securities. Each series of warrants will be issued under
a separate warrant agreement to be entered into between us and a warrant agent
we select.
You should review the applicable prospectus supplement for the specific
terms of any warrants that may be offered, including:
* the title of the warrants;
* the aggregate number of the warrants;
* the price or prices at which the warrants will be issued;
* the currency or currencies, including composite currencies, in which
the price of the warrants may be payable;
* our securities or rights (including rights to receive payment in cash
or securities based on the value, rate or price of one or more
specified commodities, currencies or indices) or securities of other
issuers or any combination of the foregoing purchasable upon exercise
of such warrants;
* the price at which and the currency or currencies, including composite
currencies, in which the securities purchasable upon exercise of the
warrants may be purchased;
* the date on which the right to exercise the warrants will commence
and the date on which that right will expire;
* if applicable, the minimum or maximum amount of the warrants that may
be exercised at any one time;
* if applicable, the designation and terms of the securities with which
the warrants are issued and the number of warrants issued with each
such security;
* if applicable, the date on and after which the warrants and the
related securities will be separately transferable;
* information with respect to book-entry procedures, if any;
* if applicable, a discussion of certain United States federal income
tax considerations; and
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* any other terms of the warrants, including terms, procedures and
limitations relating to the exchange and exercise of the warrants.
DESCRIPTION OF TRUST PREFERRED SECURITIES
Each trust may issue only one series of trust preferred securities having
terms described in the applicable prospectus supplement. The trust agreement
of each trust authorizes the regular trustees of each trust to issue on
behalf of such 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:
* the distinctive designation of such trust preferred securities,
* the number of trust preferred securities issued,
* 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,
* 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,
* 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 trust,
* the obligation, if any, of such 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 trust shall be purchased or
redeemed, in whole or in part, pursuant to such obligation,
* the voting rights, if any, of trust preferred securities issued by
such trust in addition to those 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 trusts, as a condition to
specified action or amendments to the trust agreement of such trust,
* whether the trust preferred securities will be issued in the form of
one or more global securities, and
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* any other relevant rights, preferences, privileges, limitations or
restrictions of trust preferred securities issued by such trust
consistent with the trust agreement of such trust or with applicable
law.
All trust preferred securities offered hereby will be guaranteed by us to the
extent set forth below under "Description of Trust Preferred Guarantees."
In connection with the issuance of trust preferred securities, each trust
will issue one series of trust common securities. The trust agreement of each
trust authorizes the regular trustees to issue on behalf of such 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 a trust
will be substantially identical to the terms of the trust preferred
securities issued by such trust and the trust common securities will rank
equally, and payments will be made thereon proportionately, 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
trustees. All of the trust common securities will be directly or indirectly
owned by us.
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 us 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 will be identified in the
relevant prospectus supplement. 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.
Because the following is only a summary of the guarantees, it does not
contain all the information that you may find useful. For more information,
you should read the form of trust preferred 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 guarantee trustee for the benefit of the holders of the trust preferred
securities of the applicable trust.
General
Pursuant to each trust preferred guarantee, we will unconditionally agree,
to the extent set forth herein, to pay in full to the holders of the trust
preferred securities issued by each trust, the guarantee payments (as
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described below) (except to the extent paid by such trust), as and when due,
regardless of any defense, right of set-off or counterclaim which such trust
may have or assert. The following payments (which we refer to as the
"guarantee payments") with respect to trust preferred securities issued by
each trust, to the extent not paid by such trust, will be subject to the
trust preferred guarantee:
* 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 we have made a payment to the property trustee of
interest, principal and premium, if any, on the debt securities held
in such trust as trust assets,
* the redemption price, including all accrued and unpaid distributions,
but if and only to the extent that in each case we have made a payment
to the related property trustee of interest and principal on the debt
securities held in such trust as trust assets with respect to any
trust preferred securities called for redemption by such trust, and
* upon a voluntary or involuntary dissolution, winding-up or termination
of such trust (other than in connection with the distribution of 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 trust has funds available therefor or
(b) the amount of assets of such trust remaining available for
distribution to holders of such trust preferred securities in
liquidation of such trust. Our obligation to make a guarantee payment
may be satisfied by direct payment of the required amounts by us to
the holders of trust preferred securities or by causing the applicable
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 trust from the time of
issuance of such trust preferred securities but will not apply to any payment
of distributions except to the extent we have made a payment to the related
property trustee of interest or principal on the debt securities held in such
trust as trust assets. If we do not make interest payments on the debt
securities purchased by a trust, such trust will not pay distributions on the
trust preferred securities issued by such trust and will not have funds
available therefor and such payment obligation will therefore not be
guaranteed by us under the guarantee.
Our obligations under the trust agreement for each trust, the guarantee
issued with respect to trust preferred securities issued by that trust, the
debt securities purchased by that trust and the related indenture in the
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aggregate will provide a full and unconditional guarantee on a junior
subordinated basis by us of payments due on the trust preferred securities
issued by that trust.
We have also agreed to unconditionally guarantee the obligations of the
trusts with respect to the trust common securities to the same extent as the
trust preferred guarantees, except that, upon an event of default under the
related 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 Ingersoll-Rand
In each trust preferred guarantee, we will covenant that, so long as any
trust preferred securities issued by the applicable 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
trust, then:
* we 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 our capital stock, and
* we shall not make any payment of interest, principal or premium, if
any, on or repay, repurchase or redeem any debt securities issued by
us which rank equally or junior to such debt securities.
However, each trust preferred guarantee will except from the foregoing any
stock dividends paid by us, or any of our 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 trust. The manner of obtaining any such approval of holders of
such trust preferred securities will be set forth in an accompanying
prospectus supplement.
Events of Default
An event of default under the trust preferred guarantee will occur upon
our failure to perform any of our payments or other obligations thereunder. The
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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 guarantee trustee in respect of the trust preferred guarantee or to
direct the exercise of any trust or power conferred upon the guarantee
trustee under the trust preferred guarantee.
If the guarantee trustee fails to enforce such trust preferred guarantee,
any holder of trust preferred securities relating to such trust preferred
guarantee may institute a legal proceeding directly against us to enforce the
guarantee trustee's rights under such trust preferred guarantee without first
instituting a legal proceeding against the relevant trust, the guarantee
trustee or any other person or entity.
Termination of Trust Preferred Guarantees
Each trust preferred guarantee will terminate as to the trust preferred
securities issued by the applicable 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 debt securities held by such trust to the holders of the trust preferred
securities of such trust or upon full payment of the amounts payable in
accordance with the declaration of such trust upon liquidation of such 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 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 our unsecured obligation
and will have the rank described in the prospectus supplement.
The guarantee trustee shall enforce the trust preferred guarantee on
behalf of the holders of the trust preferred securities issued by the
applicable trust. The holders of not less than a majority in aggregate
liquidation amount of the trust preferred securities issued by the applicable
trust have the right to direct the time, method and place of conducting any
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proceeding for any remedy available in respect of the related trust preferred
guarantee, including the giving of directions of the guarantee trustee. If the
guarantee trustee fails to enforce such trust preferred guarantee, any holder
of trust preferred securities issued by the applicable trust may institute a
legal proceeding directly against us, as guarantor, to enforce its rights under
such trust preferred guarantee, without first instituting a legal proceeding
against the applicable 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).
DESCRIPTION OF CAPITAL STOCK
The following description of our capital stock summarizes certain
provisions of our restated certificate of incorporation, as amended, the rights
agreement, between us and The Bank of New York, as rights agent and the New
Jersey Business Corporation Act and is subject to and is qualified in its
entirety by reference to such documents and provisions.
General
Our authorized capital stock consists of 600,000,000 shares of common
stock and 10,000,000 shares of preference stock, of which 161,659 shares of
series A preference stock have been reserved for issuance. At June 30, 2000, no
shares of the authorized preference stock were issued and outstanding and
161,658,867 shares of the authorized common stock were issued and
outstanding. We also had outstanding, as of such date, 161,658,867 series A
preference stock purchase rights.
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 us, 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
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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 our common stock
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 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 our common stock shall have any
preemptive or preferential rights to subscribe to or purchase any shares of
any class or series of stock, 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, 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 our board of directors. We have no present
plan to issue any preference stock other than in accordance with our rights
plan. However, our board of directors, 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 us.
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
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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 SEC
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. Our 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:
* 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 creating
such series) or decreased (but not below the number of shares thereof
then outstanding) from time to time by the board of directors;
* the rate of dividends payable on shares of such series and the date or
dates from which dividends shall accumulate;
* 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;
* the terms and amount of any sinking fund provided for the purchase or
redemption of shares of such series;
* 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 us,
whether voluntary or involuntary;
* 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
* such other rights, preferences and limitations as may be permitted to
be fixed by our board of directors 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 to the terms fixed by the
board of directors as permitted in the certificate of incorporation. Our
board of directors is authorized to change the designation, rights,
preferences and limitations of any series of preference stock theretofore
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established, no shares of which have been issued. Our 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 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 made, on the common stock or any of our other
stock 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 us or by any subsidiary except in exchange for shares of
stock of junior rank unless:
* 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
* all of our obligations, 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 our remaining funds 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, we may, at the
option of the board of directors, or in accordance with the requirements of any
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sinking fund for the preference stock or any series thereof, 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:
* 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
* all of our obligations, 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 us, whether voluntary or involuntary, the
holders of each series of preference stock then outstanding shall be entitled
to receive out of our assets, before any distribution or payment shall be
made to the holders of the common stock or any of our other stock 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 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:
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* 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.
* 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.
* Notwithstanding any other provision of the certificate of
incorporation:
* 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
* 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;
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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, 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 series, now or hereafter
authorized.
Other Provisions. Subject to the requirements 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:
* 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 of our additional
directors in case of dividend arrearages or other specified events,
or upon other matters;
* 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;
* 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 our stock, 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, now or hereafter authorized; and
* 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.
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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 us. As a result, in the case of each of:
* a plan of merger or consolidation,
* a dissolution of us,
* an amendment to the certificate of incorporation, and
* a sale, lease, exchange or other disposition of all, or substantially
all, of our assets,
any such action shall be approved upon receiving the affirmative vote of a
majority of the votes cast by the holders of our shares 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 our outstanding shares of all classes of stock entitled to
vote, considered for the purposes of this paragraph as one class, shall be
required to authorize:
* our merger or consolidation or a subsidiary with or into any other
corporation, person or other entity,
* any sale, lease, exchange or other disposition of all or any material
part of our assets or of any subsidiary to or with any other
corporation, person or other entity, or
* any issuance or transfer of our securities 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 the above clauses is the
beneficial owner, directly or indirectly, of more than 10% of any class of
our capital stock. For the purposes hereof, any corporation, person or other
entity shall be deemed to be the beneficial owner of any shares of our
capital stock, (x) which it has the right to acquire pursuant to any
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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 our assets
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, 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 our capital stock, 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 of our
subsidiaries with us or with another of our subsidiaries where we 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
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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.
Rights Plan
On November 4, 1998, our board of directors declared a dividend of one
right to purchase one one-thousandth of a share of series A preference stock
for $200 (the "purchase price") on each outstanding share of our common stock,
payable on December 22, 1998 to stockholders of record as of December 22,
1998.
The rights will be evidenced by the common stock certificates until the
earlier to occur of:
* 10 days following a public announcement that a person or group of
affiliated or associated persons (an "acquiring person") have acquired
beneficial ownership of 15% or more of the outstanding shares of
common stock, or
* 10 business days (or such later date as may be determined by action of
the board of directors prior to such time as any person or group of
affiliated persons becomes an acquiring person) following the
commencement of, or announcement of an intention to make, a tender
offer or exchange offer the consummation of which would result in the
beneficial ownership by a person or group of 15% or more of the
outstanding shares of common stock (the earlier of such dates being
called the "distribution date").
Until the distribution date (or earlier redemption or expiration of the
rights), the rights will be transferred with and only with the common stock.
Until the distribution date (or earlier redemption or expiration of the
rights), new common stock certificates issued upon transfer or new issuances
of common stock will contain a notation incorporating the rights agreement by
reference. Until the distribution date (or earlier redemption or expiration
of the rights), the surrender for transfer of any certificates for shares of
common stock outstanding, even without such notation or a copy of the summary
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of rights, will also constitute the transfer of the rights associated with
the shares of common stock represented by such certificate. As soon as
practicable following the distribution date, separate certificates evidencing
the rights will be mailed to holders of record of the common stock as of the
close of business on the distribution date and such separate right
certificates alone will evidence the rights.
The rights are not exercisable until the distribution date. The rights
will expire on December 22, 2008 (the "final expiration date"), unless the
final expiration date is extended or unless the rights are earlier redeemed or
exchanged by us, in each case as described below.
The purchase price payable, and the number of shares of preference stock
or other securities or property issuable, upon exercise of the rights are
subject to adjustment from time to time to prevent dilution (a) in the event
of a stock dividend on, or a subdivision, combination or reclassification of,
the preference stock, (b)_upon the grant to holders of the preference stock
of certain rights or warrants to subscribe for or purchase preference stock
at a price, or securities convertible into preference stock with a conversion
price, less than the then-current market price of the preference stock or
(c)_upon the distribution to holders of the preference stock for evidences of
indebtedness or assets (excluding regular periodic cash dividends or
dividends payable in preference stock) or of subscription rights or warrants
(other than those referred to above).
The number of outstanding rights are also subject to adjustment in the
event of a stock split of the common stock or a stock dividend on the common
stock payable in shares of common stock or subdivisions, consolidation or
combinations of the common stock occurring, in any such case, prior to the
distribution date.
Shares of preference stock purchasable upon exercise of the rights will
not be redeemable. Each share of preference stock will be entitled, when, as
and if declared, to a minimum preferential quarterly dividend payment of $1 per
share but will be entitled to an aggregate dividend of 1000 times the
dividend declared per share of common stock. In the event of liquidation,
the holders of the preference stock will be entitled to a minimum
preferential liquidation payment of $100 per share (plus any accrued but
unpaid dividends) but will be entitled to an aggregate payment of 1000 times
the payment made per share of common stock. Each share of preference stock
will have 1000 votes, voting together with the common stock. Finally, in the
event of any merger, consolidation or other transaction in which shares of
common stock are converted or exchanged, each share of preference stock will
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be entitled to receive 1000 times the amount received per share of common
stock. These rights are protected by customary antidilution provisions.
Because of the nature of the preference stock's dividend, liquidation and
voting rights, the value of the one one-thousandth interest in a share of
preference stock purchasable upon exercise of each right should approximate
the value of one share of common stock.
In the event that any person or group of affiliated or associated persons
becomes an acquiring person, each holder of a right, other than rights
beneficially owned by the acquiring person (which will thereupon become
void), will thereafter have the right to receive upon exercise of a right at
the then current exercise price of the right, that number of shares of common
stock having a market value of two times the exercise price of the right.
In the event that, after a person or group has become an acquiring person,
we are acquired in a merger or other business combination transaction or 50% or
more of our consolidated assets or earning power are sold, proper provision
will be made so that each holder of a right (other than rights beneficially
owned by an acquiring person which will have become void) will thereafter
have the right to receive, upon the exercise thereof at the then current
exercise price of the right, that number of shares of common stock of the
person with whom we engaged in the foregoing transaction (or its parent),
which number of shares at the time of such transaction will have a market
value of two times the exercise price of the right.
At any time after any person or group becomes an acquiring person and
prior to the acquisition by such person or group of 50% or more of the
outstanding shares of common stock or the occurrence of an event described in
the prior paragraph, our board of directors may exchange the rights (other
than rights owned by such person or group which will have become void), in
whole or in part, at an exchange ratio of one share of common stock, or one
one-thousandth of a share of preference stock (or of a share of a class or
series of our preference stock having equivalent rights, preferences and
privileges), per right (subject to adjustment).
At any time prior to the time an acquiring person becomes such, our board
of directors may redeem the rights in whole, but not in part, at a price of
$.01 per right.
The terms of the rights may be amended by our board of directors without
the consent of the holders of the rights, including an amendment to lower the
15% threshold for an acquiring person described above to not less than the
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greater of (a) the sum of .001% and the largest percentage of the outstanding
shares of common stock then known to be beneficially owned by any person or
group of affiliated or associated persons and (b)_10%, except that from and
after such time as any person or group of affiliated or associated person
becomes an acquiring person no such amendment may adversely affect the
interests of the holders of the rights.
Until a right is exercised, the holder thereof, as such, will have no
rights as a stockholder, including, without limitation, the right to vote or to
receive dividends.
The rights have certain anti-takeover effects. The rights will cause
substantial dilution to a person or group that attempts to acquire us on
terms not approve by our board of directors, except pursuant to an offer
conditioned on a substantial number of rights being acquired. The rights
should not interfere with any merger or other business combination approved
by the board of directors since the rights may be redeemed by us at the
redemption price prior to the time that a person or group has acquired
beneficial ownership of 15% or more of the shares of common stock.
DESCRIPTION OF DEPOSITARY SHARES
The description set forth below and in any prospectus supplement of
certain provisions of any deposit agreement and any related depositary shares
and depositary receipts summarizes the material terms of that deposit agreement
and of the depositary shares and depositary receipts. This summary does not
contain all of the information that you may find useful. For more
information, please review the form of deposit agreement and form of
depositary receipts relating to each series of the preference stock, which
will be filed with the SEC promptly after the offering of that series of
preference stock.
General
We may elect to have shares of preference stock represented by depositary
shares. The shares of any series of the preference stock underlying the
depositary shares will be deposited under a separate deposit agreement
between us and a bank or trust company we select. The prospectus supplement
relating to a series of depositary shares will set forth the name and address
of this preference stock depositary. Subject to the terms of the deposit
agreement, each owner of a depositary share will be entitled,
proportionately, to all the rights, preferences and privileges of the
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preference stock represented by such depositary share (including dividend,
voting, redemption, conversion, exchange and liquidation rights).
The depositary shares will be evidenced by depositary receipts issued
pursuant to the deposit agreement, each of which will represent the
applicable interest in a number of shares of a particular series of the
preference stock described in the applicable prospectus supplement.
A holder of depositary shares will be entitled to receive the shares of
preference stock (but only in whole shares of preference stock) underlying
those depositary shares. If the depositary receipts delivered by the holder
evidence a number of depositary shares in excess of the whole number of
shares of preference stock to be withdrawn, the depositary will deliver to
that holder at the same time a new depositary receipt for the excess number
of depositary shares.
Dividends and Other Distributions
The preference stock depositary will distribute all cash dividends or
other cash distributions in respect of the preference stock to the record
holders of depositary receipts in proportion, insofar as possible, to the
number of depositary shares owned by those holders.
If there is a distribution other than in cash in respect of the preference
stock, the preference stock depositary will distribute property received by
it to the record holders of depositary receipts in proportion, insofar as
possible, to the number of depositary shares owned by those holders, unless
the preference stock depositary determines that it is not feasible to make
such a distribution. In that case, the preference stock depositary may, with
our approval, adopt any method that it deems equitable and practicable to
effect the distribution, including a public or private sale of the property
and distribution of the net proceeds from the sale to the holders.
The amount distributed in any of the above cases will be reduced by any
amount we or the preference stock depositary are required to withhold on
account of taxes.
Conversion and Exchange
If any preference stock underlying the depositary shares is subject to
provisions relating to its conversion or exchange as set forth in an
applicable prospectus supplement, each record holder of depositary shares
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will have the right or obligation to convert or exchange those depositary
shares pursuant to those provisions.
Redemption of Depositary Shares
Whenever we redeem a share of preference stock held by the preference
stock depositary, the preference stock depositary will redeem as of the same
redemption date a proportionate number of depositary shares representing the
shares of preference stock that were redeemed. The redemption price per
depositary share will be equal to the aggregate redemption price payable with
respect to the number of shares of preference stock underlying the depositary
shares. If fewer than all the depositary shares are to be redeemed, the
depositary shares to be redeemed will be selected by lot or proportionately
as we may determine.
After the date fixed for redemption, the depositary shares called for
redemption will no longer be deemed to be outstanding and all rights of the
holders of the depositary shares will cease, except the right to receive the
redemption price.
Voting
Upon receipt of notice of any meeting at which the holders of any shares
of preference stock underlying the depositary shares are entitled to vote, the
preference stock depositary will mail the information contained in the notice
to the record holders of the depositary receipts. Each record holder of the
depositary receipts on the record date (which will be the same date as the
record date for the preference stock) may then instruct the preference stock
depositary as to the exercise of the voting rights pertaining to the number
of shares of preference stock underlying that holder's depositary shares. The
preference stock depositary will try to vote the number of shares of
preference stock underlying the depositary shares in accordance with the
instructions, and we will agree to take all reasonable action which the
preference stock depositary deems necessary to enable the preference stock
depositary to do so. The preference stock depositary will abstain from voting
the preference stock to the extent that it does not receive specific written
instructions from holders of depositary receipts representing the preference
stock.
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Record Date
Whenever
* any cash dividend or other cash distribution becomes payable, any
distribution other than cash is made, or any rights, preferences
or privileges are offered with respect to the preference stock, or
* the preference stock depositary receives notice of any meeting at
which holders of preference stock are entitled to vote or of which
holders of preference stock are entitled to notice, or of the
mandatory conversion of or any election by us to call for the
redemption of any preference stock,
the preference stock depositary will in each instance fix a record date (which
will be the same as the record date for the preferred stock) for the
determination of the holders of depositary receipts:
* who will be entitled to receive dividend, distribution, rights,
preferences or privileges or the net proceeds of any sale, or
* who will be entitled to give instructions for the exercise of voting
rights at any such meeting or to receive notice of the meeting or
the redemption or conversion, subject to the provisions of the deposit
agreement.
Amendment and Termination of the Deposit Agreement
We and the preference stock depositary may at any time agree to amend the
form of depositary receipt and any provision of the deposit agreement.
However, any amendment that materially and adversely alters the rights of
holders of depositary shares will not be effective unless the amendment has
been approved by the holders of at least a majority of the depositary shares
then outstanding. The deposit agreement may be terminated by us or by the
preference stock depositary only if all outstanding shares have been redeemed
or if a final distribution in respect of the underlying preference stock has
been made to the holders of the depositary shares in connection with the
liquidation, dissolution or winding up of us.
Charges of Preference Stock Depositary
We will pay all charges of the preference stock depositary including
charges in connection with the initial deposit of the preference stock, the
initial issuance of the depositary receipts, the distribution of information to
the holders of depositary receipts with respect to matters on which preference
stock is entitled to vote, withdrawals of the preference stock by the holders
of depositary receipts or redemption or conversion of the preference stock,
except for taxes (including transfer taxes, if any) and other governmental
charges and any other charges expressly provided in the deposit agreement to
be at the expense of holders of depositary receipts or persons depositing
preference stock.
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Miscellaneous
Neither we nor the preference stock depositary will be liable if either of
us is prevented or delayed by law or any circumstance beyond our control in
performing any obligations under the deposit agreement. The obligations of
the preference stock depositary under the deposit agreement are limited to
performing its duties under the agreement without negligence or bad faith.
Our obligations under the deposit agreement are limited to performing our
duties in good faith. Neither we nor the preference stock depositary is
obligated to prosecute or defend any legal proceeding in respect of any
depositary shares or preference stock unless satisfactory indemnity is
furnished. We and the preference stock depositary may rely on advice of or
information from counsel, accountants or other persons that they believe to
be competent and on documents that they believe to be genuine.
The preference stock depositary may resign at any time or be removed by
us, effective upon the acceptance by its successor of its appointment. If we
have not appointed a successor preference stock depositary and the successor
depositary has not accepted its appointment within 60 days after the
preference stock depositary delivered a resignation notice to us, the
preference stock depositary may terminate the deposit agreement. See
"Amendment and Termination of the Deposit Agreement" above.
DESCRIPTION OF STOCK PURCHASE CONTRACTS
AND STOCK PURCHASE UNITS
We may issue stock purchase contracts representing contracts obligating
holders to purchase from us and us to sell to the holders a specified number
of shares of common stock or preference stock at a future date or dates. The
price per share of common stock or preference 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
units, often known as stock purchase units, consisting of a stock purchase
contract and either
* senior debt securities,
* subordinated debt securities,
* debt obligations of third parties, including U.S. Treasury securities,
or
* trust preferred securities of a trust,
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securing the holder's obligations to purchase the common stock or
preference stock under the stock purchase contracts. The stock purchase
contracts may require us 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 in a specified manner and in certain circumstances we may deliver
newly issued prepaid stock purchase contracts, often known as prepaid
securities, upon release to a holder of any collateral securing each holder's
obligations under the original stock purchase contract.
The applicable prospectus supplement will describe the terms of any stock
purchase contracts or stock purchase units and, if applicable, prepaid
securities. The description in the prospectus supplement will not contain all
of the information that you may find useful. For more information, you should
review the stock purchase contracts, the collateral arrangements and
depositary arrangements, if applicable, relating to such stock purchase
contracts or stock purchase units and, if applicable, the prepaid securities
and the document pursuant to which the prepaid securities will be issued,
which will be filed with the SEC promptly after the offering of such stock
purchase contracts or stock purchase units and, if applicable, prepaid
securities.
PLAN OF DISTRIBUTION
We may sell the securities offered in this prospectus in any of, or any
combination of, the following ways:
* directly to purchasers,
* through agents,
* through underwriters, and
* through dealers.
We or any of our agents may directly solicit offers to purchase these
securities. The applicable prospectus supplement will name any agent, who
may be deemed to be an underwriter as that term is defined in the
Securities Act of 1933, involved in the offer or sale of the securities
in respect of which this prospectus is delivered, and will set forth any
commissions payable by us to that agent. Unless otherwise indicated in the
prospectus supplement, any such agency will be acting in a best efforts basis
for the period of its appointment (ordinarily five business days or less).
Agents, dealers and underwriters may be customers of, engage in transactions
with, or perform services for us in the ordinary course of business.
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If we utilize an underwriter or underwriters in the sale, we will execute
an underwriting agreement with such underwriters at the time of sale to them
and will set forth in the applicable prospectus supplement the names of the
underwriters and the terms of the transaction. The underwriters will use the
prospectus supplement to make releases of the securities in respect of which
this prospectus is delivered to the public.
If we utilize a dealer in the sale of the securities in respect of which
this prospectus is delivered, we will sell the securities to the dealer, as
principal. The dealer may then resell the securities to the public at varying
prices to be determined by the dealer at the time of resale. The prospectus
supplement will set forth the name of the dealer and the terms of the
transaction.
Agents, underwriters, and dealers may be entitled under the relevant
agreements to indemnification by us against certain liabilities, including
liabilities under the Securities Act of 1933.
The applicable prospectus supplement will set forth the place and time of
delivery for the securities in respect of which this prospectus is delivered.
LEGAL MATTERS
The validity of the securities (other than the trust preferred securities)
will be passed upon by Patricia Nachtigal, Esq., our Senior Vice President
and General Counsel. The validity of the trust preferred securities will be
passed upon by Richards, Layton & Finger, P.A.
EXPERTS
The financial statements incorporated in this prospectus by reference to
the Annual Report on Form 10-K for the year ended December 31, 1999 have been
so incorporated in reliance on the reports of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts
in auditing and accounting.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution
The estimated expenses payable by Ingersoll-Rand in connection with the
offering described in this Registration Statement (other than underwriting
discounts and commissions) are as follows:
SEC registration fee........................... $198,000
Printing and engraving expenses................ 50,000
Accounting fees and expenses................... 50,000
Legal fees and expenses........................ 100,000
Blue Sky fees and expenses..................... 20,000
Trustee's expenses............................. 10,000
Fees of rating agencies........................ 185,000
Miscellaneous.................................. 37,000
--------
Total $650,000
--------
--------
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
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knowing violation of law or (iii) resulting in receipt by such person of an
improper personal benefit.
Article Seventh also provides that each person who was or is made a party
or is threatened to be made a party to or is involved in any pending,
threatened or completed civil, criminal, administrative or arbitrative action,
suit or proceeding, by reason of his or her being or having been a director or
officer of the Company, or by reason of his or her being or having been a
director, officer, trustee, employee or agent of any other corporation or of
any partnership, joint venture, employee benefit plan or other entity or
enterprise, serving as such at the request of the Company, shall be
indemnified and held harmless by the Company to the fullest extent permitted
by the New Jersey Business Corporation Act (the "Act"), from and against all
reasonable costs, disbursements and attorneys' fees, and all amounts paid or
incurred in satisfaction of settlements, judgments, fines and penalties,
incurred or suffered in connection with any such proceeding, and such
indemnification shall continue as to a person who has ceased to be a
director, officer, trustee, employee or agent and shall inure to the benefit
of his or her heirs, executors, administrators and assigns; provided,
however, that there shall be no indemnification with respect to any
settlement of any proceeding unless the Company has given its prior consent
to such settlement or disposition. This right to indemnification includes the
right to be paid by the Company the expenses incurred in connection with any
proceeding in advance of the final disposition of such proceeding as
authorized by the Board of Directors; provided, however, that, if the Act so
requires, the payment of such expenses shall be made only upon receipt by the
Company of an undertaking to repay all amounts so advanced unless it shall
ultimately be determined that such director or officer is entitled to be
indemnified.
Article Seventh also provides that the right to indemnification thereunder
is a contract right and gives claimants certain rights with respect to claims
for indemnification not paid by the Company after 30 days following a written
request. Finally, Article Seventh provides that the right to indemnification
and advancement of expenses provided thereby shall not exclude or be
exclusive of any other rights to which any person may be entitled under a
certificate of incorporation, by-law, agreement, vote of shareholders or
otherwise. 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
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<PAGE>
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 trust, the Company will agree to
indemnify each of the regular trustees of such trust (or any predecessor
trustee for such 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
See Exhibit Index.
ITEM 17. Undertakings
(a) The undersigned Registrants hereby undertake:
(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, as amended (the "Securities Act"); (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 (a)(1)(i) and (a)(1)(ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
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periodic reports filed by Ingersoll-Rand pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities 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.
(b) The undersigned Registrants hereby undertake that, for
purposes of determining any liability under the Securities Act, each filing
of Ingersoll-Rand's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrants pursuant to the foregoing provisions, or otherwise, the
Registrants have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrants of expenses incurred or paid by a director, officer or
controlling person of the Registrants 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 Registrants
will, unless in the opinion of their counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by them is against public policy as
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expressed in the Securities Act and will be governed by the final adjudication
of such issue.
(d) The undersigned Registrants hereby undertake that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information contained in a form of
prospectus filed by the Registrants 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.
(2) 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Ingersoll-Rand
Company 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 or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in Woodcliff Lake, New Jersey on
November 29, 2000.
Ingersoll-Rand Company
By: /s/ HERBERT L. HENKEL
------------------------------
(Herbert L. Henkel)
President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed below by the
following persons in the capacities indicated on November 29, 2000.
Signature Title Date
---------- -------- ------
* /s/ HERBERT L. HENKEL Chairman of the Board of November 29, 2000
Herbert L. Henkel Directors, President and
Chief Executive Officer
(Principal
Executive Officer)
* /s/ DAVID W. DEVONSHIRE Executive Vice President November 29, 2000
David W. Devonshire and Chief Financial
Officer (Principal
Financial Officer)
* /s/ STEVEN R. SHAWLEY Vice President and November 29, 2000
Steven R. Shawley Controller (Principal
Accounting Officer)
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* /s/ JOSEPH P. FLANNERY Director November 29, 2000
---------------------------
Joseph P. Flannery
* /s/ PETER C. GODSOE Director November 29, 2000
---------------------------
Peter C. Godsoe
* /s/ CONSTANCE J. HORNER Director November 29, 2000
---------------------------
Constance J. Horner
* /s/ H. WILLIAM LICHTENBERGER Director November 29, 2000
------------------------------
H. William Lichtenberger
* /s/ THEODORE E. MARTIN Director November 29, 2000
-----------------------------
Theodore E. Martin
* /s/ ORIN R. SMITH Director November 29, 2000
----------------------------
Orin R. Smith
* /s/ RICHARD J. SWIFT Director November 29, 2000
----------------------------
Richard J. Swift
* /s/ TONY L. WHITE Director November 29, 2000
---------------------------
Tony L. White
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*By: /s/ PATRICIA NACHTIGAL
-----------------------------------
Patricia Nachtigal, Attorney-in-Fact
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Ingersoll-Rand
Financing II and Ingersoll-Rand Financing III certify that they have
reasonable grounds to believe that they meet all of the requirements for
filing on Form S-3 and that they have duly caused this Registration Statement
or amendment thereto to be signed on their behalf by the undersigned,
thereunto duly authorized, in Woodcliff Lake, New Jersey on November 29, 2000.
INGERSOLL-RAND FINANCING II
By: INGERSOLL-RAND COMPANY, as Depositor
By: /s/ PATRICIA NACHTIGAL
------------------------------
Name: Patricia Nachtigal
Title: Senior Vice President and
General Counsel
INGERSOLL-RAND FINANCING III
By: INGERSOLL-RAND COMPANY, as Depositor
By: /s/ PATRICIA NACHTIGAL
-----------------------------
Name: Patricia Nachtigal
Title: Senior Vice President and
General Counsel
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INDEX TO EXHIBITS
1.1* -- Form of Underwriting Agreement (Debt).
1.2* -- Form of Underwriting Agreement (Equity).
1.3* -- Form of Underwriting Agreement (Preferred Securities).
1.4* -- Form of Underwriting Agreement (Stock Purchase Contracts).
1.5* -- Form of Underwriting Agreement (Stock Purchase Units).
1.6* -- Form of Underwriting Agreement (Warrants).
3.1 -- Restated Certificate of Incorporation of Ingersoll-Rand Company, as
amended though May 28, 1992 (incorporated by reference to Form 10-K
of Ingersoll-Rand Company for the year ended December 31, 1993,
filed March 30, 1994).
3.2 -- Amendment to Restated Certificate of Incorporation of
Ingersoll-Rand Company filed May 28, 1992 (incorporated by reference
to Form 10-K of Ingersoll-Rand Company for the year ended December
31, 1993, filed March 30, 1994).
3.3 -- Amendment to Restated Certificate of Incorporation of
Ingersoll-Rand Company filed August 20, 1997 (incorporated by
reference to Form S-3 Registration Statement No. 333-37019 of
Ingersoll-Rand Company filed October 2, 1997).
3.4* -- Certificate of Amendment for Preference Stock.
3.5 -- Rights Agreement, dated November 9, 1998 (incorporated
by reference to Form 8-A/A of Ingersoll-Rand Company filed on
November 13, 1998).
3.6 -- By-Laws of Ingersoll-Rand Company, as amended through October 1, 1999
(incorporated by reference to Form 10-K of Ingersoll-Rand
Company for the year ended December 31, 1999).
4.1 -- Senior Indenture, dated as of August 1, 1986, between
Ingersoll-Rand Company and The Bank of New York, as Trustee, as
supplemented by the First and Second Supplemental Indentures
(incorporated by reference to Exhibits 4.1, 4.2 and 4.3 of Form S-3
Registration Statement No. 33-39474).
4.2 -- Third Supplemental Indenture to the Senior Indenture.
4.3** -- Form of Subordinated Indenture.
<PAGE>
4.4 -- Certificate of Trust of Ingersoll-Rand Financing II (incorporated by
reference from Exhibit 4.11 to Form S-3 Registration Statement
No. 333-34029 of Ingersoll-Rand Company).
4.5 -- Certificate of Trust of Ingersoll-Rand Financing III.
4.6 -- Trust Agreement of Ingersoll-Rand Financing II (incorporated by
reference from Exhibit 4.13 to Form S-3 Registration Statement
No. 333-34029 of Ingersoll-Rand Company).
4.7 -- Trust Agreement of Ingersoll-Rand Financing III.
4.8** -- Form of Amended and Restated Trust Agreement of Ingersoll-Rand
Financing II and Ingersoll-Rand Financing III.
4.9** -- Form of Guarantee Agreement.
4.10 -- Form of Senior Debt Security (included in 4.1).
4.11** -- Form of Trust Preferred Security (included in 4.8).
4.12 -- Form of Subordinated Debt Security (incorporated in 4.3).
4.13** -- Form of Guarantee with respect to Trust Preferred Securities
(included in Exhibit 4.9).
4.14 -- Form of Rights (included in Exhibit 3.5).
4.15* -- Form of Deposit Agreement for Depository Shares.
4.16* -- Form of Common Stock share certificate.
4.17* -- Form of Preference Stock share certificate.
4.18* -- Form of Purchase Contract Agreement relating to Stock Purchase
Contracts and Stock Purchase Units.
4.19* -- Form of Pledge Agreement for Stock Purchase Contracts and Stock
Purchase Units.
4.20* -- Form of Warrant Agreement.
4.21* -- Form of Warrant Unit Agreement.
5.1 -- Opinion of Patricia Nachtigal, Esq., Senior Vice President and
General Counsel.
5.2 -- Opinion of Richards, Layton & Finger, P.A. (Ingersoll-Rand
Financing II) (incorporated by reference to Exhibit 5.3 of Form S-3
Registration Statement No. 333-34029 of Ingersoll-Rand Company).
5.3 -- Opinion of Richards, Layton & Finger, P.A. (Ingersoll-Rand
Financing III).
12 -- Computation of Ratio of Earnings to Fixed Charges (incorporated by
reference from Exhibit 12 to Form 10-Q of Ingersoll-Rand Company
filed November 14, 2000).
23.1 -- Consent of Patricia Nachtigal, Esq. (included in Exhibit 5.1).
23.2 -- Consent of Richards, Layton & Finger, P.A. (included in Exhibits
5.2 and 5.3).
23.3 -- Consent of Independent Accountants.
24.1 -- Powers of Attorney (Ingersoll-Rand Company).
24.2 -- Powers of Attorney (Ingersoll-Rand Financing II and Ingersoll-Rand
Financing III).
25.1 -- Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Bank of New York, as Trustee under the Senior
Indenture.
<PAGE>
25.2 -- Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Bank of New York, as Trustee under the Subordinated
Indenture.
25.3 -- Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Bank of New York, as Property Trustee under the
Amended and Restated Trust Agreement of Ingersoll-Rand Financing II.
25.4 -- Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Bank of New York, as Property Trustee under the
Amended and Restated Trust Agreement of Ingersoll-Rand Financing III.
25.5 -- Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Bank of New York, as Trust Preferred Guarantee
Trustee under the Trust Preferred Securities Guarantee of
Ingersoll-Rand Company for the benefit of the holders of Trust
Preferred Securities of Ingersoll-Rand Financing II.
25.6 -- Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Bank of New York, as Trust Preferred Guarantee
Trustee under the Trust Preferred Securities Guarantee of
Ingersoll-Rand Financing III.
* To be filed with Subsequent Current Report on Form 8-K.
** To be filed by amendment.
