Securities And Exchange Commission
Washington, D.C. 20549
________________
FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
November 6, 1997
DATE OF REPORT (Date of earliest event reported)
INGERSOLL-RAND COMPANY
(Exact name of registrant as specified in its charter)
NEW JERSEY 1-985 13-5156640
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification
Number)
200 Chestnut Ridge Road
Woodcliff Lake, New Jersey 07675
(Address of principal executive offices)
(201) 573-0123
(Registrant's telephone number, including area code)
Item 5. Other Events
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Pursuant to the terms and conditions of a Selling Agency Agreement
among Ingersoll-Rand Company (the "Registrant"), Salomon Brothers Inc,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Chase Securities, Inc.
and J.P. Morgan Securities Inc., dated November 6, 1997, the Registrant will
from time to time issue its Medium-Term Notes, Series B, Due Nine Months or
More from Date of Issue (the "Notes"), having an aggregate initial offering
price of up to $750,000,000 (or such greater amount if Notes are issued at
an original issue discount as shall result in aggregate gross proceeds to
the Company of $750,000,000).
Item 7. Exhibits
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Exhibits:
Exhibit 1(a): Selling Agency Agreement dated November 6, 1997 among
Ingersoll-Rand Company, Salomon Brothers Inc, Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Chase
Securities, Inc. and J.P. Morgan Securities Inc.
Exhibit 4(a): Forms of Fixed Rate and Floating Rate Medium-Term Notes,
Series B, Due Nine Months or More from Date of Issue,
having an aggregate initial offering price of up to
$750,000,000 (or such greater amount if Notes are issued at
an original issue discount as shall result in aggregate
gross proceeds to the Company of $750,000,000).
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 hereunto duly authorized.
INGERSOLL-RAND COMPANY
(Registrant)
By: /s/ Gerard V. Geraghty
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Name: Gerard V. Geraghty
Title: Vice President and Comptroller
Date: November 6, 1997
Exhibit Index
Exhibits to Form 8-K
Number in Sequential
Exhibit Table Exhibit Page Number
- ------------- ------- -----------
1(a) Selling Agency Agreement dated
November 6, 1997 among Ingersoll-
Rand Company, Salomon Brothers Inc,
Merrill Lynch Pierce, Fenner &
Smith Incorporated, Chase
Securities, Inc. and J.P. Morgan
Securities Inc.
4(a) Forms of Fixed Rate and Floating
Rate Medium-Term Notes, Series B,
Due Nine Months or More from Date
of Issue, having an aggregate
initial offering price of up to
$750,000,000 (or such greater
amount if Notes are issued at an
original issue discount as shall
result in aggregate gross proceeds
to the Company of $750,000,000).
Exhibit 1(a)
Exhibit 4(a)