PRICING AGREEMENT
Merrill Lynch, Pierce, Fenner & Smith Incorporated
As Representatives of the several
Underwriters named in Schedule I hereto,
World Financial Center
North Tower
New York, New York 10281
November 19, 1997
Dear Sirs:
Ingersoll-Rand Company (the "Company") proposes, subject to the
terms and conditions stated herein and in the Underwriting Agreement Standard
Provisions filed as an exhibit to the Company's registration statement on
Form S-3 (No. 333-37019) (the "Underwriting Agreement"), to issue and sell to
the Underwriters named in Schedule I hereto (the "Underwriters") the
Securities specified in Schedule II hereto (the "Designated Securities").
Each of the provisions of the Underwriting Agreement is incorporated herein
by reference in its entirety, and shall be deemed to be a part of this
Agreement to the same extent as if such provisions had been set forth in full
herein; and each of the representations and warranties set forth therein
shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty with respect to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation
and warranty as of the date of this Pricing Agreement in relation to the
Prospectus as amended or supplemented relating to the Designated Securities
which are the subject of this Pricing Agreement. Each reference to the
Representatives herein and in the provisions of the Underwriting Agreement so
incorporated by reference shall be deemed to refer to you. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are used herein
as therein defined. The Representatives designated to act on behalf of the
Representatives and on behalf of each of the Underwriters of the Designated
Securities pursuant to Section 12 of the Underwriting Agreement and the
address of the Representatives referred to in such Section 12 are set forth
at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission. Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees
to issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Company, at the time
and place and at the purchase price to the Underwriters set forth in Schedule
II hereto, the principal amount of Designated Securities set forth opposite
the name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please
sign and return to us two counterparts hereof, and upon acceptance hereof by
you, on behalf of each of the Underwriters, this letter and such acceptance
hereof, including the provisions of the Underwriting Agreement incorporated
herein by reference, shall constitute a binding agreement between each of the
Underwriters and the Company. It is understood that your acceptance of this
letter on behalf of each of the Underwriters is or will be pursuant to the
authority set forth in a form of Agreement among Underwriters, the form of
which shall be submitted to the Company for examination, upon request, but
without warranty on the part of the Representatives as to the authority of
the signers thereof.
Very truly yours,
INGERSOLL-RAND COMPANY
By: /s/ William J. Armstrong
By: /s/ James E. Perrella
Accepted as of the date hereof:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By: /s/ Douglas W. Squires
On behalf of each of the Underwriters
SCHEDULE I
Principal Amount of
Designated Securities
Underwriter to be Purchased
- ----------- ---------------------
Merrill Lynch, Pierce, Fenner &
Smith Incorporated $ 66,667,000
Chase Securities Inc. 66,667,000
Citicorp Securities, Inc. 66,666,000
____________
Total $200,000,000
------------
SCHEDULE II
Title of Designated Securities:
6.391% Debentures due November 15, 2027.
Aggregate Principal Amount:
U.S. $200,000,000.
Price to Public:
100% of the principal amount of the Designated Securities, plus accrued
interest, if any, from November 24, 1997 to the Time of Delivery.
Purchase Price by Underwriters:
99.375% of the principal amount of the Designated Securities, plus
accrued interest, if any, from November 24, 1997 to the Time of
Delivery.
Method and Specified Funds for Payment of Purchase Price:
Same day funds; book-entry form.
Indenture:
Indenture, dated as of August 1, 1986, as supplemented, between the
Company and The Bank of New York, as Trustee
Maturity:
November 15, 2027.
Interest Rate:
6.391% per annum.
Interest Payment Dates:
May 15 and November 15, commencing May 15, 1998.
Repayment Provisions:
The Designated Securities are redeemable as a whole or in part, at the
option of the Company at any time on or after November 15, 2004, at a
redemption price equal to the greater of (i) 100% of the principal
amount of the Designated Securities to be redeemed and (ii) the sum of
the present values of the remaining scheduled payments discounted to the
redemption date on a semiannual basis at the applicable United States
Treasury rate plus 10 basis points, in either case with accrued interest
to the date of redemption.
The Designated Securities may be repaid in whole or in part in
increments of $1,000, at the option of the holder, on November 15, 2004
and each November 15, thereafter at their principal amount plus accrued
and unpaid interest to the repayment date.
Sinking Fund Provisions:
None.
Time of Delivery:
10:00 a.m., New York City Time, November 24, 1997.
Closing Location:
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Name and Address of Representative:
- ----------------------------------
Designated Representative: Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Address: World Financial Center
North Tower
New York, New York 10281