SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)
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THE FIRST NATIONAL BANK OF CHICAGO
(Exact name of trustee as specified in its charter)
A National Banking Association 36-0899825
(I.R.S. employer
identification number)
One First National Plaza, Chicago, Illinois 60670-0126
(Address of principal executive offices) (Zip Code)
The First National Bank of Chicago
One First National Plaza, Suite 0286
Chicago, Illinois 60670-0286
Attn: Lynn A. Goldstein, Law Department (312) 732-6919
(Name, address and telephone number of agent for service)
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Ingersoll - Rand Company
(Exact name of obligor as specified in its charter)
New Jersey 13-5156640
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
200 Chestnut Ridge Road
Woodcliff Lake, New Jersey 07675
(Address of principal executive offices) (Zip Code)
Guarantee of Capital Securities of Ingersoll - Rand Financing I
(Title of Indenture Securities)
Item 1. General Information. Furnish the following
information as to the trustee:
(a) Name and address of each examining or
supervising authority to which it is subject.
Comptroller of the Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.
(b) Whether it is authorized to exercise
corporate trust powers.
The trustee is authorized to exercise corporate
trust powers.
Item 2. Affiliations With the Obligor. If the obligor
is an affiliate of the trustee, describe each
such affiliation.
No such affiliation exists with the trustee.
Item 16. List of exhibits. List below all exhibits filed as a
part of this Statement of Eligibility.
1. A copy of the articles of association of the
trustee now in effect.*
2. A copy of the certificates of authority of the
trustee to commence business.*
3. A copy of the authorization of the trustee to
exercise corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by
Section 321(b) of the Act.
7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.
8. Not Applicable.
9. Not Applicable.
Pursuant to the requirements of the Trust Indenture Act
of 1939, as amended, the trustee, The First National
Bank of Chicago, a national banking association
organized and existing under the laws of the United
States of America, has duly caused this Statement of
Eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City
of Chicago and State of Illinois, on the 4th day of
March, 1998.
The First National Bank of Chicago,
Trustee
By ___________________________________________
Steven M. Wagner
Vice President
* Exhibit 1, 2, 3 and 4 are herein incorporated by reference to
Exhibits bearing identical numbers in Item 16 of the Form T-1 of
The First National Bank of Chicago, filed as Exhibit 25.1 to the
Registration Statement on Form S-3 of SunAmerica Inc., filed with
the Securities and Exchange Commission on October 2, 1996
(Registration No. 333-14201).
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
March 4, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of the Capital Securities
Guarantee Agreement of the Capital Securities of Ingersoll - Rand
Financing I the undersigned, in accordance with Section 321(b) of
the Trust Indenture Act of 1939, as amended, hereby consents that
the reports of examinations of the undersigned, made by Federal
or State authorities authorized to make such examinations, may be
furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.
Very truly yours,
The First National Bank of
Chicago
By: ______________________________________
Steven M. Wagner
Vice President
EXHIBIT 7
Call Date: 06/30/97 ST-BK: 17-1630 FFIEC 031
Page RC-1
Legal Title of Bank: The First National Bank of Chicago
Address: One First National Plaza, Ste 0303
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for September 30, 1997
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
Schedule RC--Balance Sheet
Dollar Amounts in C400
------
Thousands RCFD BIL MIL THOU
------------- ---- ------------
ASSETS
1. Cash and balances due from depository institutions
(from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin<F1> 0081 4,499,157 1.a.
b. Interest-bearing balances<F2> 0071 6,967,103 1.b.
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A) 1754 0 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D) 1773 5,251,713 2.b.
3. Federal funds sold and securities purchased under agreements to resell 1350 5,561,976 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RC-C) RCFD 2122 24,171,565 4.a.
b. LESS: Allowance for loan and lease losses RCFD 3123 419,216 4.b.
c. LESS: Allocated transfer risk reserve RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c) 2125 23,752,349 4.d.
5. Trading assets (from Schedule RD-D) 3545 6,238,805 5.
6. Premises and fixed assets (including capitalized leases) 2145 717,303 6.
7. Other real estate owned (from Schedule RC-M) 2150 7,187 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M) 2130 77,115 8.
9. Customers' liability to this bank on acceptances outstanding 2155 614,921 9.
10. Intangible assets (from Schedule RC-M) 2143 277,105 10.
11. Other assets (from Schedule RC-F) 2160 2,147,141 11.
12. Total assets (sum of items 1 through 11) 2170 56,108,875 12.
<FN>
<F1> Includes cash items in process of collection and unposted debits.
<F2> Includes time certificates of deposit not held for trading.
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1) RCON 2200 21,496,468 13.a
(1) Noninterest-bearing<F1> RCON 6631 8,918,843 13.a.1
(2) Interest-bearing RCON 6636 12,577,625 13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II) RCFN 2200 14,164,129 13.b.
(1) Noninterest bearing RCFN 6631 352,399 13.b.1
(2) Interest-bearing RCFN 6636 13,811,730 13.b.2
14. Federal funds purchased and securities sold under agreements
to repurchase: RCFD 2800 3,894,469 14
15. a. Demand notes issued to the U.S. Treasury RCON 2840 68,268 15.a
b. Trading Liabilities(from Schedule RC-D) RCFD 3548 5,247,232 15.b
16. Other borrowed money:
a. With a remaining maturity of one year or less RCFD 2332 2,608,057 16.a
b. With a remaining maturity of than one year through three years A547 379,893 16.b
c. With a remaining maturity of more than three years A548 323,042 16.c
17. Not applicable
18. Bank's liability on acceptance executed and outstanding RCFD 2920 614,921 18
19. Subordinated notes and debentures<F2> RCFD 3200 1,700,000 19
20. Other liabilities (from Schedule RC-G) RCFD 2930 1,222,121 20
21. Total liabilities (sum of items 13 through 20) RCFD 2948 51,718,600 21
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus RCFD 3838 0 23
24. Common stock RCFD 3230 200,858 24
25. Surplus (exclude all surplus related to preferred stock) RCFD 3839 2,989,408 25
26. a. Undivided profits and capital reserves RCFD 3632 1,175,518 26.a.
b. Net unrealized holding gains (losses) on available-for-sale
securities RCFD 8434 26,750 26.b.
27. Cumulative foreign currency translation adjustments RCFD 3284 (2,259) 27
28. Total equity capital (sum of items 23 through 27) RCFD 3210 4,390,275 28
29. Total liabilities and equity capital (sum of items 21 and 28) RCFD 3300 56,108,875 29
<FN>
<F1> Includes total demand deposits and noninterest-bearing time and savings deposits.
<F2> Includes limited-life preferred stock and related surplus.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed
for the bank by independent external auditors as of any date during 1996
Number
RCFD 6724 N/A M.1
1. Independent audit of the bank conducted in accordance
with generally accepted auditing standards by a certified
public accounting firm which submits a report on the bank
2. Independent audit of the bank's parent holding company
conducted in accordance with generally accepted auditing
standards by a certified public accounting firm which
submits a report on the consolidated holding company
(but not on the bank separately)
3. Directors' examination of the bank conducted in
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
4. Directors' examination of the bank performed by other
external auditors (may be required by state chartering
authority)
5. Review of the bank's financial statements by external
auditors
6. Compilation of the bank's financial statements by
external auditors
7. Other audit procedures (excluding tax preparation work)
8. No external audit work