Securities And Exchange Commission Washington, D.C. 20549 ________________ FORM 8-K ________________ CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 21, 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) (212) 573-0123 (Registrant's telephone number, including area code) Item 5. Other Events ------------ Pursuant to the terms and conditions of a Pricing Agreement between Ingersoll-Rand Company (the "Registrant") and J.P. Morgan Securities Inc., as Representative of the several Underwriters, dated as of November 21, 1997, the Registrant will issue on or about November 26, 1997, $400,000,000 aggregate principal amount of its 6.255% Notes Due 2001 (the "Notes"). Item 7. Exhibits -------- Exhibits: Exhibit 1: Pricing Agreement dated November 21, 1997, between Ingersoll-Rand Company and J.P. Morgan Securities Inc. as Representative of the several Underwriters. Exhibit 4: Form of 6.255% Notes Due 2001. 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 ---------------------- Name: Gerard V. Geraghty Title: Vice President and Comptroller Date: November 21, 1997 Exhibit Index Exhibits to Form 8-K Number in Sequential Exhibit Table Exhibit Page Number - ------------- ------- ----------- 1 Pricing Agreement dated November 21, 1997, between Ingersoll-Rand Company and J.P. Morgan Securities Inc., as Representative of the several Underwriters 4 Form of 6.255% Notes Due 2001. Exhibit 1 Exhibit 4