SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 1 Ingersoll-Rand Company (Exact Name of registrant as specified in its charter) New Jersey 13-5156640 (State of Incorporation or organization) (I.R.S. Employer Identification No.) P.O. Box 8738, Woodcliff Lake, New Jersey 07675 (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title to each class Name of each exchange on which to be so registered each class is to be registered Preference Stock New York Stock Exchange Purchase Rights Securities to be registered pursuant to Section 12(g) of the Act: None (Title of Class) 2 ITEM 1. Description of Registrant's Securities to be Registered. On December 7, 1994, Ingersoll-Rand Company (the "Company") executed Amendment No. 1 (the "Rights Amendment") to the Rights Agreement dated December 7, 1988 (the Rights Agreement as amended by Amendment No. 1 thereto, the "Rights Agreement"), between the Company and The Bank of New York as the Rights Agent (the "Rights Agent"). The Rights Amendment provides that, among other things, the definition of the term "Acquiring Person" in the Rights Agreement is amended to mean any person or group of affiliated or associated persons who shall be the beneficial owner of 15% (reduced from 20%) or more of the outstanding shares of Common Stock, par value $2.00 per share ("Common Stock"), of the Company. The Rights Amendment also provides that the Board of Directors can reduce the triggering threshold from 15% to 10% if it determines that a Person is an Adverse Person as defined in the Rights Amendment. In addition, the Rights Amendment provides that at any time after any person or group acquires 15% or more of the Common Stock or the Board of Directors determines that a Person is an Adverse Person, the Board of Directors of the Company may exchange one share of the Common Stock (or an equivalent share of the Company's Preference Stock) for each outstanding Right other than Rights held by an Acquiring Person or Adverse Person, which become void. The Rights Amendment also provides for certain technical revisions to the Rights Agreement, including (i) adding an exception to the provisions governing the triggering of the Rights that would exempt a person or group that the Board of Directors of the Company determines in good faith would otherwise have triggered the Rights inadvertently, so long as the person or group, as promptly as practicable, divests sufficient shares of Common Stock to bring its ownership below the triggering threshold, and (ii) deleting the Permitted Tender Offer Exclusion which permitted certain all cash tender offers to avoid triggering the Rights. A summary of the Rights as amended follows. Summary of Rights On December 7, 1988, the Board of Directors of the Company declared a dividend distribution of one Right for each outstanding share of Common Stock of the Company. The dividend was payable on December 22, 1988 to shareholders of record on that date. Each Right entitles the registered holder to purchase from the Company one-hundredth (1/100) of a share of a new series of preference stock of the Company, designated as Series A Preference Stock, without par value (the "Preference Stock"), at a price of $130 ("Purchase Price"). The terms and conditions of the Rights are contained in the Rights Agreement between the Company and the Rights Agent. 3 On May 6, 1992, the Board of Directors of the Company declared a two-for-one stock split in the form of a dividend distribution of one share of Common Stock for each outstanding share of Common Stock of the Company. The dividend was payable on June 1, 1992 to shareholders of record on May 19, 1992. Until the close of business on the Distribution Date, which will occur on the earlier to occur of (i) the tenth day following a public announcement that a person or group of affiliated or associated persons ("Acquiring Person") other than the Company, any subsidiary of the Company or any employee benefit plan or employee stock plan of the Company or of any subsidiary of the Company ("Exempt Person"), has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding Common Stock (the "Stock Acquisition Date"), (ii) the declaration by the Board of Directors that any Person is an Adverse Person, or (iii) the tenth day after the date of the commencement of, or the first public announcement of the intent of any person (other than an Exempt Person) to commence, a tender offer or exchange offer (other than a tender or exchange offer by an Exempt Person) which would result in the ownership of 15% or more of the outstanding Common Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be represented by and transferred with, and only with, the Common Stock. Until the Distribution Date, new certificates issued for Common Stock after December 22, 1988 will contain a legend incorporating the Rights Agreement by reference, and the surrender for transfer of any of the Company's Common Stock certificates will also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Stock at the close of business on the Distribution Date, and thereafter the separate certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on December 22, 1998, unless earlier redeemed by the Company as described below. The Preference Stock will be nonredeemable and, unless otherwise provided in connection with the creation of a subsequent series of preference stock, subordinate to any other series of the Company's preference stock. The Preference Stock will, however, rank prior to the Common Stock. The Preference Stock may not be issued except upon exercise of Rights. Each share of Preference Stock will be entitled to receive when, as and if declared, a quarterly dividend in an amount per share equal to 100 times the cash dividends declared on the Company's 4 Common Stock. In addition, the Preference Stock is entitled to 100 times any non-cash dividends (other than dividends payable in equity securities) declared on the Common Stock, in like kind. In the event of a default on such dividends, the holders of the Preference Stock (together with the holders of any other preference stock similarly entitled) will be entitled to elect two directors. In the event of liquidation, the holders of Preference stock will be entitled to receive a liquidation payment in an amount equal to 100 times the payment made per share of Common Stock. Each share of Preference Stock will have 100 votes, voting together with the Common Stock and not as a separate class unless otherwise required by law or the Company's Certificate of Incorporation. In the event of any merger, consolidation or other transaction in which common shares are exchanged, each share of Preference Stock will be entitled to receive 100 times the amount received per share of Common Stock. The rights of the Preference Stock as to dividends, liquidation and voting are protected by antidilution provisions. 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 (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preference Stock, (ii) upon the grant to holders of the Preference Stock of certain rights or warrants to subscribe for Preference Stock or convertible securities at less than the current market price of the Preference Stock or (iii) upon the distribution to holders of the Preference Stock of evidences of indebtedness or assets (excluding regular cash dividends and dividends payable in Preference Stock) or of subscription rights or warrants (other than those referred to above). If (i) any Person (other than an Exempt Person) becomes the beneficial owner of 15% or more of the then outstanding shares of Common Stock, (ii) the Board of Directors of the Company, by majority vote, shall declare any Person to be an Adverse Person, (iii) any Acquiring Person, Adverse Person or any affiliates or associates thereof engages in one or more "self-dealing" transactions as described in the Rights Agreement, then each holder of a Right, other than the Acquiring Person or Adverse Person, will have the right to receive in lieu of Preference Stock, upon payment of the Purchase Price, a number of shares of Common Stock having a market value equal to twice the Purchase Price. This same right will be available to each holder of record of a Right, other than the Acquiring Person or Adverse Person, if, while there is an Acquiring Person or Adverse Person, there occurs any reclassification of securities, any recapitalization of the Company, or any merger or consolidation or other transaction involving the Company or any of its 5 subsidiaries which has the effect of increasing by more than 1% the proportionate ownership interest of the Company or any of its subsidiaries which is owned or controlled by the Acquiring Person or Adverse Person. Alternatively, at any time after any person or group acquires 15% or more of the Common Stock or the Board of Directors determines that a Person is an Adverse Person, the Board of Directors of the Company may exchange one share of the Common Stock (or an equivalent share of the Company's Preference Stock) for each outstanding Right other than Rights held by an Acquiring Person or Adverse Person, which become void. To the extent that insufficient shares of Common Stock are available for the exercise in full of the Rights, holders of Rights will receive upon exercise shares of Common Stock to the extent available and then Preference Stock, cash, property or other securities of the Company (which may be accompanied by a reduction in the Purchase Price), in proportions determined by the Company, so that the aggregate value received is equal to twice the Purchase Price. Rights are not exercisable following the occurrence of the events described in this paragraph until the expiration of the period during which the Rights may be redeemed as described below. Notwithstanding the foregoing, following the occurrence of the events described in this paragraph, Rights that are (or, under certain circumstances, Rights that were) beneficially owned by an Acquiring Person or an Adverse Person will be void. Unless the Rights are redeemed earlier, if, after the Stock Acquisition Date or the declaration by the Board of Directors that a person is an Adverse Person, the Company is acquired in a merger or other business combination (in which any shares of the Common Stock are changed into or exchanged for other securities or assets) or more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) were to be sold or transferred in one or a series of related transactions, the Rights Agreement provides that proper provision shall be made so that each holder of record of a Right will from and after that time have the right to receive, upon payment of the Purchase Price, that number of shares of common stock of the acquiring company which has a market value at the time of such transaction equal to two times the Purchase Price. Fractions of shares of Preference Stock may, at the election of the Company, be evidenced by depositary receipts. The Company may also issue cash in lieu of fractional shares which are not integral multiples of one one-hundredth of a share. 6 At any time until ten days following the Stock Acquisition Date or the declaration by the Board of Directors that a person is an Adverse Person (subject to extension by the Board of Directors), the Board of Directors (with the concurrence of a majority of the Independent Directors) may cause the Company to redeem the Rights in whole, but not in part, at a price of $0.01 per Right. Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of a majority of the Independent Continuing Directors. Immediately upon the action of the Board of Directors of the Company authorizing redemption of the Rights, the right to exercise the Rights will terminate, and the only right of the holders of Rights will be to receive the Redemption Price without any interest thereon. The term "Independent Directors" means any member of the Board of Directors of the Company who is not an officer of the Company. The term "Independent Continuing Directors" means any Independent Director who was a member of the Board of Directors immediately prior to the time that any Person shall become an Acquiring Person or Adverse Person, and any Independent Director who becomes a member of the Board of Directors subsequent to the time that any Person shall become an Acquiring Person or Adverse Person if such Independent Director is recommended or nominated to election on the Board of Directors by a majority of the Independent Continuing Directors, but shall not include an Acquiring Person or Adverse Person, or any representative of such Acquiring Person or Adverse Person. Until the close of business on the tenth day following the Stock Acquisition Date or the declaration by the Board of Directors that a person is an Adverse Person, and thereafter for as long as the Rights are redeemable, the Board of Directors (with the concurrence of a majority of the Independent Directors) may cause the Company to amend the Rights in any manner, including an amendment to extend the time period in which the Rights may be redeemed, but no such amendment shall alter the redemption price, the date of expiration of the Rights, or the number of one one-hundredths of a share of Preference Stock for which a Right is exercisable. At any time when the Rights are not then redeemable, the Company (with the concurrence of a majority of the Independent Continuing Directors) may amend the Rights in any manner that does not adversely affect the interests of holders of the Rights as such. Until a Right is exercised, the holder, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. 7 A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A. A copy of the Rights Agreement, is available to any holder of the Company's Common Stock free of charge from the Company, 200 Chestnut Ridge Road, Woodcliff Lake, New Jersey 07675, Attention: Secretary. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated in this summary description by reference. All capitalized terms not defined herein shall have the meanings ascribed to them in the Rights Agreement. 8 ITEM 2. Exhibits. 1. Rights Agreement dated as of December 7, 1988 between Ingersoll-Rand Company and The Bank of New York, as Rights Agent (incorporated by reference from Form 8-A of Ingersoll-Rand Company relating to Preference Stock Purchase Rights as filed with the Securities and Exchange Commission on December 12, 1988). The Rights Agreement includes as Exhibit B the form of Right Certificate. Pursuant to the Rights Agreement, Right Certificates will not be distributed until after the Distribution Date (as defined therein). The Rights Agreement includes as Exhibit C the form of Summary of Rights to Purchase Preference stock. 2. Amendment No. 1 to the Rights Agreement, dated as of December 7, 1994, between the Company and The Bank of New York. 9 SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. INGERSOLL-RAND COMPANY By /S/ R. G. Heller Name: R. G. Heller Title: Secretary Dated: December 15, 1994 10 Index to Exhibits Sequentially Exhibit Numbered Page 1. Rights Agreement dated as of December 7, 1988 between Ingersoll-Rand Company and The Bank of New York, as Rights Agent (incorporated by reference from Form 8-A of Ingersoll-Rand Company relating to Preference Stock Purchase Rights as filed with the Securities and Exchange Commission on December 12, 1988). The Rights Agreement includes as Exhibit B the form of Right Certificate. Pursuant to the Rights Agreement, Right Certificates will not be distributed until after the Distribution Date (as defined therein). The Rights Agreement includes as Exhibit C the form of Summary of Rights to Purchase Preference stock. -- 2. Amendment No. 1 to the Rights Agreement, dated as of December 7, 1994, between the Company and The Bank of New York. 11-18