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)
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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.
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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
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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
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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.
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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.
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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
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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