EXHIBIT 3 (iv)
CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
INGERSOLL-RAND COMPANY
Pursuant to the provisions of Section 14A:7-2(2) of the
New Jersey Business Corporation Act ("NJBCA"), the undersigned
Corporation executes the following Certificate of Amendment to
its Restated Certificate of Incorporation.
1. The name of the Corporation (hereinafter called
the "Corporation") is "Ingersoll-Rand Company".
2. The following resolution has been adopted by the
Board of Directors of the Corporation (hereinafter called
the "Board of Directors"), as required by Subsection 14A:7-
2(3) of the NJBCA.
RESOLVED, that pursuant to the authority granted to and
vested in the Board of Directors of the Corporation in
accordance with the provisions of the Restated Certificate
of Incorporation, the Board of Directors hereby amends and
restates in their entirety the designation and number,
relative rights, preferences and limitation of the Series A
Preference Stock of the Corporation as follows:
(1) Designation and Amount. The shares of such series
shall be designated as "Series A Preference
Stock" (hereinafter referred to as "Series A
Preference Stock") and the number of shares
constituting the Series A Preference Stock shall
be 600,000. Such number of shares may be
increased or decreased by resolution of the Board
of Directors; provided, that no decrease shall
reduce the number of shares of Series A
Preference Stock to a number less than the number
of shares then outstanding plus the number of
shares reserved for issuance upon the exercise of
outstanding options, rights or warrants or upon
the conversion of any outstanding securities
issued by the Corporation convertible into Series
A Preference Stock.
(2) Dividends and Distributions.
(a) Subject to the rights of the holders of any
shares of any series of Preferred Stock of
the Corporation (the "Preferred Stock") (or
any similar stock) ranking prior and
superior to the Series A Preference Stock
with respect to dividends, the holders of
shares of Series A Preference Stock, in
preference to the holders of Common Stock,
par value $2.00 per share of the Corporation
(the "Common Stock"), and of any other stock
of the Corporation ranking junior to the
Series A Preference Stock, shall be entitled
to receive, when, as and if declared by the
Board of Directors out of funds legally
available for the purpose, quarterly
dividends payable in cash on the fifteenth
day of January, April, July, and October in
each year (each such date being referred to
herein as a "Dividend Payment Date"),
commencing on the first Dividend Payment
Date after the first issuance of a share or
fraction of a share of Series A Preference
Stock, in an amount per share (rounded to
the nearest cent) equal to the greater of
(a) $1 or (b) subject to the provision for
adjustment hereinafter set forth, 1000 times
the aggregate per share amount of all cash
dividends, and 1000 times the aggregate per
share amount (payable in kind) of all non-
cash dividends or other distributions other
than a dividend payable in shares of Common
Stock, declared on the Common Stock since
the immediately preceding Dividend Payment
Date or, with respect to the first Dividend
Payment Date, since the first issuance of
any share or fraction of a share of Series A
Preference Stock. In the event the
Corporation shall at any time after December
22, 1998, declare or pay any dividend on the
Common Stock payable in shares of Common
Stock, or effect a subdivision or
combination or consolidation of the
outstanding shares of Common Stock (by
reclassification or otherwise than by
payment of a dividend in shares of Common
Stock) into a greater or lesser number of
shares of Common Stock, then in each such
case the amount to which holders of shares
of Series A Preference Stock were entitled
immediately prior to such event under clause
(b) of the preceding sentence shall be
adjusted by multiplying such amount by a
fraction, the numerator of which is the
number of shares of Common Stock outstanding
immediately after such event and the
denominator of which is the number of shares
of Common Stock that were outstanding
immediately prior to such event.
(b) The Corporation shall declare a dividend or
distribution on the Series A Preference
Stock as provided in paragraph (A) of this
Section immediately after it declares a
dividend or distribution on the Common Stock
(other than a dividend payable in shares of
Common Stock); provided that, in the event
no dividend or distribution shall have been
declared on the Common Stock during the
period between any Dividend Payment Date and
the next subsequent Dividend Payment Date, a
dividend of $1 per share on the Series A
Preference Stock shall nevertheless be
payable, when, as and if declared, on such
subsequent Dividend Payment Date.
(c) Dividends shall begin to accrue and be
cumulative, whether or not earned or
declared, on outstanding shares of Series A
Preference Stock from the Dividend Payment
Date next preceding the date of issue of
such shares, unless the date of issue of
such shares is prior to the record date for
the first Dividend Payment Date, in which
case dividends on such shares shall begin to
accrue from the date of issue of such
shares, or unless the date of issue is a
Dividend Payment Date or is a date after the
record date for the determination of holders
of shares of Series A Preference Stock
entitled to receive a quarterly dividend and
before such Dividend Payment Date, in either
of which events such dividends shall begin
to accrue and be cumulative from such
Dividend Payment Date. Accrued but unpaid
dividends shall not bear interest. Dividends
paid on the shares of Series A Preference
Stock in an amount less than the total
amount of such dividends at the time accrued
and payable on such shares shall be
allocated pro rata on a share-by-share basis
among all such shares at the time
outstanding. The Board of Directors may fix
a record date for the determination of
holders of shares of Series A Preference
Stock entitled to receive payment of a
dividend or distribution declared thereon,
which record date shall be not more than 60
days prior to the date fixed for the payment
thereof.
(3) Voting Rights. The holders of shares of Series A
Preference Stock shall have the following voting
rights;
(a) Subject to the provision for adjustment
hereinafter set forth and except as
otherwise provided in the Restated
Certificate of Incorporation or required by
law, each share of Series A Preference Stock
shall entitle the holder thereof to 1000
votes on all matters upon which the holders
of the Common Stock of the Corporation are
entitled to vote. In the event the
Corporation shall at any time after December
22, 1998, declare or pay any dividend on the
Common Stock payable in shares of Common
Stock, or effect a subdivision or
combination or consolidation of the
outstanding shares of Common Stock (by
reclassification or otherwise than by
payment of a dividend in shares of Common
Stock) into a greater or lesser number of
shares of Common Stock, then in each such
case the number of votes per share to which
holders of shares of Series A Preference
Stock were entitled immediately prior to
such event shall be adjusted by multiplying
such number by a fraction, the numerator of
which is the number of shares of Common
Stock outstanding immediately after such
event and the denominator of which is the
number of shares of Common Stock that were
outstanding immediately prior to such event.
(b) Except as otherwise provided herein, in the
Restated Certificate of Incorporation or in
any other Amendment creating a series of
Preferred Stock or any similar stock, and
except as otherwise required by law, the
holders of shares of Series A Preference
Stock and the holders of shares of Common
Stock and any other capital stock of the
Corporation having general voting rights
shall vote together as one class on all
matters submitted to a vote of shareholders
of the Corporation.
(c) Except as set forth herein, or as otherwise
provided by law, holders of Series A
Preference Stock shall have no special
voting rights and their consent shall not be
required (except to the extent they are
entitled to vote with holders of Common
Stock as set forth herein) for taking any
corporate action.
(4) Certain Restrictions.
(a) Whenever quarterly dividends or other divi-
dends or distributions payable on the Series
A Preference Stock as provided in Section 2
are in arrears, thereafter and until all
accrued and unpaid dividends and
distributions, whether or not earned or
declared, on shares of Series A Preference
Stock outstanding shall have been paid in
full, the Corporation shall not:
(i) declare or pay dividends, or make
any other distributions, on any shares of
stock ranking junior (as to dividends) to
the Series A Preference Stock;
(ii)declare or pay dividends, or make
any other distributions, on any shares of
stock ranking on a parity (as to dividends)
with the Series A Preference Stock, except
dividends paid ratably on the Series A
Preference Stock and all such parity stock
on which dividends are payable or in arrears
in proportion to the total amounts to which
the holders of all such shares are then
entitled;
(iii) redeem or purchase or otherwise
acquire for consideration shares of any
stock ranking junior (either as to dividends
or upon liquidation, dissolution or winding
up) to the Series A Preference Stock,
provided that the Corporation may at any
time redeem, purchase or otherwise acquire
shares of any such junior stock in exchange
for shares of any stock of the Corporation
ranking junior (as to dividends and upon
dissolution, liquidation or winding up) to
the Series A Preference Stock or rights,
warrants or options to acquire such junior
stock;
(iv) redeem or purchase or otherwise
acquire for consideration any shares of
Series A Preference Stock, or any shares of
stock ranking on a parity (either as to
dividends or upon liquidation, dissolution
or winding up) with the Series A Preference
Stock, except in accordance with a purchase
offer made in writing or by publication (as
determined by the Board of Directors) to all
holders of such shares upon such terms as
the Board of Directors, after consideration
of the respective annual dividend rates and
other relative rights and preferences of the
respective series and classes, shall
determine in good faith will result in fair
and equitable treatment among the respective
series or classes.
(b) The Corporation shall not permit any
subsidiary of the Corporation to purchase or
otherwise acquire for consideration any
shares of stock of the Corporation unless
the Corporation could, under paragraph (A)
of this Section 4, purchase or otherwise
acquire such shares at such time and in such
manner.
(5) Reacquired Shares. Any shares of Series A
Preference Stock purchased or otherwise acquired
by the Corporation in any manner whatsoever shall
be retired and canceled promptly after the
acquisition thereof.
(6) Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the
Corporation, no distribution shall be made (A) to
the holders of the Common Stock or of shares of
any other stock of the Corporation ranking
junior, upon liquidation, dissolution or winding
up, to the Series A Preference Stock unless,
prior thereto, the holders of shares of Series A
Preference Stock shall have received $100 per
share, plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or
not earned or declared, to the date of such
payment, provided that the holders of shares of
Series A Preference Stock shall be entitled to
receive an aggregate amount per share, subject to
the provision for adjustment hereinafter set
forth, equal to 1000 times the aggregate amount
to be distributed per share to holders of shares
of Common Stock, or (B) to the holders of shares
of stock ranking on a parity upon liquidation,
dissolution or winding up with the Series A
Preference Stock, except distributions made
ratably on the Series A Preference Stock and all
such parity stock in proportion to the total
amounts to which the holders of all such shares
are entitled upon such liquidation, dissolution
or winding up. In the event the Corporation shall at
any time after December 22, 1998 declare or pay
any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision
or combination or consolidation of the
outstanding shares of Common Stock (by
reclassification or otherwise than by payment of
a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common
Stock, then in each such case the aggregate
amount to which holders of shares of Series A
Preference Stock were entitled immediately prior
to such event under the proviso in clause (A) of
the preceding sentence shall be adjusted by
multiplying such amount by a fraction the
numerator of which is the number of shares of
Common Stock outstanding immediately after such
event and the denominator of which is the number
of shares of Common Stock that were outstanding
immediately prior to such event.
(7) Consolidation. Merger. etc. In case the
Corporation shall enter into any consolidation,
merger, combination or other transaction in which
the shares of Common Stock are converted into,
exchanged for or changed into other stock or
securities, cash and/or any other property, then
in any such case each share of Series A
Preference Stock shall at the same time be
similarly converted into, exchanged for or
changed into an amount per share (subject to the
provision for adjustment hereinafter set forth)
equal to 1000 times the aggregate amount of
stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which
or for which each share of Common Stock is
converted, exchanged or converted. In the event
the Corporation shall at any time after December
22, 1998 declare or pay any dividend on the
Common Stock payable in shares of Common Stock,
or effect a subdivision or combination or
consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock)
into a greater or lesser number of shares of
Common Stock, then in each such case the amount
set forth in the preceding sentence with respect
to the conversion, exchange or change of shares
of Series A Preference Stock shall be adjusted by
multiplying such amount by a fraction, the
numerator of which is the number of shares of
Common Stock outstanding immediately after such
event and the denominator of which is the number
of shares of Common Stock that were outstanding
immediately prior to such event.
(8) No Redemption. The shares of Series A Preference
Stock shall not be redeemable from any holder.
(9) Rank. The Series A Preference Stock shall rank,
with respect to the payment of dividends and the
distribution of assets upon liquidation,
dissolution or winding up of the Corporation,
junior to all other series of Preferred Stock
and senior to the Common Stock.
(10) Amendment. If any proposed amendment to the
Restated Certificate of Incorporation would
alter, change or repeal any of the preferences,
powers or special rights given to the Series A
Preference Stock so as to affect the Series A
Preference Stock adversely, then the holders of
the Series A Preference Stock shall be entitled
to vote separately as a class upon such
amendment, and the affirmative vote of two-
thirds of the outstanding shares of the Series A
Preference Stock, voting separately as a class,
shall be necessary for the adoption thereof, in
addition to such other vote as may be required
by the New Jersey Business Corporation Act.
3. The resolution was adopted by the Board of
Directors at a meeting duly called and held on November
4, 1998, at which a quorum was present.
4. The Restated Certificate of Incorporation of the
Corporation is amended so that the designation and number
of shares of the class and series acted upon in the
resolution, and the relative rights, preferences and
limitations of each such class and series are as stated
in the resolution.
IN WITNESS WHEREOF, the undersigned have executed and
subscribed this Certificate of Amendment of the Restated Certificate
of Incorporation of the Corporation this 9th day of December, 1998.
INGERSOLL-RAND COMPANY
By: /s/ Patricia Nachtigal
Name: Patricia Nachtigal
Title: Vice President & General Counsel