SCHEDULE 13G
Amendment No. 6
Ingersoll-Rand Company
common stock
Cusip # 456866102
Cusip # 456866102
Item 1: Reporting Person - FMR Corp.
Item 4: Commonwealth of Massachusetts
Item 5: 1,386,480
Item 6: 0
Item 7: 19,358,484
Item 8: 0
Item 9: 19,359,084
Item 11: 11.766%
Item 12: HC
Cusip # 456866102
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 19,358,484
Item 8: 0
Item 9: 19,359,084
Item 11: 11.766%
Item 12: IN
Cusip # 456866102
Item 1: Reporting Person - Abigail P. Johnson
Item 4: United States of America
Item 5: 600
Item 6: None
Item 7: 19,359,084
Item 8: None
Item 9: 19,359,084
Item 11: 11.766%
Item 12: IN
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Item 1(a). Name of Issuer:
Ingersoll-Rand Company
Item 1(b). Name of Issuer's Principal Executive Offices:
200 Chestnut Ridge Road,
Woodcliff Lake, NJ 07675
Item 2(a). Name of Person Filing:
FMR Corp.
Item 2(b). Address or Principal Business Office or, if None,
Residence:
82 Devonshire Street, Boston, Massachusetts 02109
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
common stock
Item 2(e). CUSIP Number:
456866102
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-
2(b) and the person filing, FMR Corp., is a parent
holding company in accordance with Section 240.13d-
1(b)(ii)(G). (Note: See Item 7).
Item 4. Ownership
(a) Amount Beneficially Owned:
19,359,084
(b) Percent of Class:
11.766%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
1,386,480
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the
disposition of: 19,358,484
(iv) shared power to dispose or to direct the
disposition of: 0
Item 5. Ownership of Five Percent or Less of a CommonStock.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Various persons have the right to receive or the
power to direct the receipt of dividends from, or
the proceeds from the sale of, the common stock of
Ingersoll-Rand Company. No one person's interest in
the common stock of Ingersoll-Rand Company is more
than five percent of the total outstanding common
stock.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
See attached Exhibit(s) A, B, and C.
Item 8. Identification and Classification of Members of the
Group.
Not Applicable. See attached Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to
above were acquired in the ordinary course of
business and were not acquired for the purpose of
and do not have the effect of changing or
influencing the control of the issuer of such
securities and were not acquired in connection with
or as a participant in any transaction having such
purpose or effect.
Signature
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information
set forth in this Schedule 13G in connection with
FMR Corp.'s beneficial ownership of the common stock
of Ingersoll-Rand Company at December 31, 1999 is
true, complete and correct.
February 14, 2000
Date
/s/Eric D. Roiter
Signature
Eric D. Roiter
Duly authorized under
Power of Attorney
dated December 30, 1997,
by and on behalf
of FMR Corp. and its
direct and indirect
subsidiaries
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to the instructions in Item 7 of Schedule 13G,
Fidelity Management & Research Company ("Fidelity"), 82
Devonshire Street, Boston, Massachusetts 02109, a wholly-owned
subsidiary of FMR Corp. and an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940, is the
beneficial owner of 17,476,119 shares or 10.622% of the common
stock outstanding of Ingersoll-Rand Company ("the Company") as a
result of acting as investment adviser to various investment
companies registered under Section 8 of the Investment Company
Act of 1940. The number of shares of common stock of Ingersoll-
Rand Company owned by the investment companies at December 31,
1999 included 72,636 shares of common stock resulting from the
assumed conversion of 140,200 shares of INGERSOLL
$1.68FELINEPRIDE INC (0.518 shares of common stock for each share
of Convertible Preferred Stock). The number of shares of common
stock of Ingersoll-Rand Company owned by the investment companies
at December 31, 1999 included 858,490 shares of common stock
resulting from the assumed conversion of 1,657,000 shares of
INGERSOLL $.19 FELINEPRIDE GRO (0.518 shares of common stock for
each share of Convertible Preferred Stock).
Edward C. Johnson 3d, FMR Corp., through its control of
Fidelity, and the funds each has sole power to dispose of the
17,476,119 shares owned by the Funds.
Neither FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR
Corp., has the sole power to vote or direct the voting of the
shares owned directly by the Fidelity Funds, which power resides
with the Funds' Boards of Trustees. Fidelity carries out the
voting of the shares under written guidelines established by the
Funds' Boards of Trustees.
Fidelity Management Trust Company, 82 Devonshire Street,
Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR
Corp. and a bank as defined in Section 3(a)(6) of the Securities
Exchange Act of 1934, is the beneficial owner of 1,482,015
shares or 0.900% of the common stock outstanding of the Company
as a result of its serving as investment manager of the
institutional account(s). The number of shares of common stock of
Ingersoll-Rand Company owned by the institutional account(s) at
December 31, 1999 included 19,324 shares of common stock
resulting from the assumed conversion of 37,300 shares of the
INGERSOLL $.19 FELINEPRIDE GRO described above.
Edward C. Johnson 3d and FMR Corp., through its control of
Fidelity Management Trust Company, each has sole dispositive
power over 1,482,015 shares and sole power to vote or to direct
the voting of 1,022,630 shares, and no power to vote or to direct
the voting of 459,385 shares of common stock owned by the
institutional account(s) as reported above.
Strategic Advisers, Inc., 82 Devonshire Street, Boston, MA
02109, a wholly-owned subsidiary of FMR Corp. and an investment
adviser registered under Section 203 of the Investment Advisers
Act of 1940, provides investment advisory services to
individuals. It does not have sole power to vote or direct the
voting of shares of certain securities held for clients and has
sole dispositive power over such securities. As such, FMR Corp.'s
beneficial ownership may include shares beneficially owned
through Strategic Advisers, Inc.
Members of the Edward C. Johnson 3d family are the
predominant owners of Class B shares of common stock of FMR
Corp., representing approximately 49% of the voting power of FMR
Corp. Mr. Johnson 3d owns 12.0% and Abigail Johnson owns 24.5%
of the aggregate outstanding voting stock of FMR Corp. Mr.
Johnson 3d is Chairman of FMR Corp. and Abigail P. Johnson is a
Director of FMR Corp. The Johnson family group and all other
Class B shareholders have entered into a shareholders' voting
agreement under which all Class B shares will be voted in
accordance with the majority vote of Class B shares.
Accordingly, through their ownership of voting common stock and
the execution of the shareholders' voting agreement, members of
the Johnson family may be deemed, under the Investment Company
Act of 1940, to form a controlling group with respect to FMR
Corp. The number of shares of common stock of the Company
reported herewith includes 600 shares or 0.000% of common stock
owned directly by Edward C. Johnson 3d or in trusts for the
benefit of Edward C. Johnson 3d or an Edward C. Johnson 3d family
member for which Edward C. Johnson 3d serves as trustee.
Abigail P. Johnson has sole voting and dispositive power
over 600 shares or 0.0003% of the Common Stock of Ingersoll-Rand
Company.
Fidelity International Limited, Pembroke Hall, 42 Crowlane,
Hamilton, Bermuda, and various foreign-based subsidiaries provide
investment advisory and management services to a number of non-
U.S. investment companies (the "International Funds") and certain
institutional investors. Fidelity International Limited is the
beneficial owner of 400,350 shares or 0.243% of the common stock
outstanding of the Company. Additional information with respect
to the beneficial ownership of Fidelity International Limited is
shown on Exhibit B, page 10.
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to instructions in Item 7 of Schedule 13G, this
Exhibit has been prepared to identify Fidelity International
Limited, Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda, a
Bermudan joint stock company incorporated for an unlimited
duration by private act of the Bermuda Legislature (FIL) and an
investment adviser to various investment companies (the
"International Funds") and certain institutional investors, as a
beneficial owner of the 400,350 shares or 0.243% of the common
stock outstanding of Ingersoll-Rand Company.
Prior to June 30, 1980, FIL was a majority-owned subsidiary
of Fidelity Management & Research Company (Fidelity), a wholly-
owned subsidiary of FMR Corp. On that date, the shares of FIL
held by Fidelity were distributed, as a dividend, to the
shareholders of FMR Corp. FIL currently operates as an entity
independent of FMR Corp. and Fidelity. The International Funds
and FIL's other clients, with the exception of Fidelity and an
affiliated company of Fidelity, are non-U.S. entities.
A partnership controlled by Edward C. Johnson 3d and members
of his family owns shares of FIL voting stock with the right to
cast approximately 39.89% of the total votes which may be cast by
all holders of FIL voting stock. Mr. Johnson 3d is Chairman of
FMR Corp. and FIL. FMR Corp. and FIL are separate and
independent corporate entities, and their Boards of Directors are
generally composed of different individuals. Other than when one
serves as a sub adviser to the other, their investment decisions
are made independently, and their clients are generally different
organizations.
FMR Corp. and FIL are of the view that they are not acting as
a "group" for purposes of Section 13(d) under the Securities
Exchange Act of 1934 (the "1934" Act) and that they are not
otherwise required to attribute to each other the "beneficial
ownership" of securities "beneficially owned" by the other
corporation within the meaning of Rule 13d-3 promulgated under
the 1934 Act. Therefore, they are of the view that the shares
held by the other corporation need not be aggregated for purposes
of Section 13(d). However, FMR Corp. is making this filing on a
voluntary basis as if all of the shares are beneficially owned by
FMR Corp. and FIL on a joint basis.
FIL may continue to have the International Funds or other
accounts purchase shares subject to a number of factors,
including, among others, the availability of shares for sale at
what FIL considers to be reasonable prices and other investment
opportunities that may be available to the International Funds.
FIL intends to review continuously the equity position of the
International Funds and other accounts in the Company. Depending
upon its future evaluations of the business and prospects of the
Company and upon other developments, including, but not limited
to, general economic and business conditions and money market and
stock market conditions, FIL may determine to cease making
additional purchases of shares or to increase or decrease the
equity interest in the Company by acquiring additional shares, or
by disposing of all or a portion of the shares.
FIL does not have a present plan or proposal which relates to
or would result in (i) an extraordinary corporate transaction,
such as a merger, reorganization, liquidation, or sale or
transfer of a material amount of assets involving the Company or
any of its subsidiaries, (ii) any change in the Company's present
Board of Directors or management, (iii) any material changes in
the Company's present capitalization or dividend policy or any
other material change in the Company's business or corporate
structure, (iv) any change in the Company's charter or by-laws,
or (v) the Company's common stock becoming eligible for
termination of its registration pursuant to Section 12(g)(4) of
the 1934 Act.
FIL has sole dispositive power over 400,350 shares owned by
the International Funds. FIL has sole power to vote or direct the
voting of 363,850 shares and no power to vote or direct the
voting of 36,500 shares of common stock held by the International
Funds as reported above.
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT
The undersigned persons, on February 14, 2000 , agree and
consent to the joint filing on their behalf of this Schedule 13G
in connection with their beneficial ownership of the common stock
of Ingersoll-Rand Company at December 31, 1999.
FMR Corp.
By /s/Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of
Attorney
dated December 30, 1997, by and on
behalf
of FMR Corp. and its direct and
indirect
subsidiaries
Edward C. Johnson 3d
By /s/Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of
Attorney
dated December 30, 1997, by and on
behalf
of Edward C. Johnson 3d
Abigail P. Johnson
By /s/Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of
Attorney
dated December 30, 1997, by and on
behalf
of Abigail P. Johnson
Fidelity Management & Research
Company
By /s/Eric D. Roiter
Eric D. Roiter
Senior V.P. and General Counsel
