UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8 - K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Act of 1934 Date of Report (Date of earliest event reported) September 12, 1997 INGERSOLL-RAND COMPANY Exact name of registrant as specified in its charter New Jersey 1-985 13-5156640 (State of incorporation) (Commission (I.R.S. Employer File Number) Identification No.) Woodcliff Lake, New Jersey 07675 Address of principal executive offices Zip Code (201) 573-0123 Registrant's telephone number, including area code INGERSOLL-RAND COMPANY Item 5 - Other Events. Pursuant to a Stock Purchase Agreement, dated as of September 12, 1997, the Registrant has agreed to purchase from Westinghouse Electric Corporation all the outstanding capital stock of Thermo King Corporation (Thermo King), together with other equity interests and assets related to Thermo King, for an aggregate purchase price of $2.56 billion. Thermo King designs, manufactures and distributes transport temperature control systems and service parts for a variety of mobile applications, including trailers, truck bodies, sea-going containers, buses and light rail cars. Item 7 - Exhibits. Exhibit (10) - Stock Purchase Agreement, dated as of September 12, 1997, between Westinghouse Electric Company and the Registrant. Exhibit (99) - Press Release, dated September 15, 1997. SIGNATURE Pursuant to the requirements 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 (Registrant) Date September 17, 1997 /S/ Patricia Nachtigal Patricia Nachtigal Vice President & General Counsel INGERSOLL-RAND COMPANY INDEX TO EXHIBITS (Item 7) Description Exhibit (10) - Stock Purchase Agreement, dated as of September 12, 1997, between Westinghouse Electric Company and the Registrant. Exhibit (99) - Press Release, dated September 15, 1997.