============================================================================= SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------ Form 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ----------- INGERSOLL-RAND COMPANY (Exact name of Registrant 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 (201) 573-0123 (Address of Principal Executive Office) If this form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A(c)(1) please check the following box. \ \ If this form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2) please check the following box. \ \ Securities Act registration statement file number to which this form relates: 333-38367 Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered Income PRIDES New York Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None ============================================================================= INFORMATION REQUIRED IN REGISTRATION STATEMENT _____________ Item 1. Description of Registrant's Securities to be Registered. The class of securities to be registered hereby are the Income PRIDES of Ingersoll-Rand Company, a New Jersey corporation. For a description of the Income PRIDES, reference is made to the Amendment No. 1 to the Registration Statement on Form S-3 of Ingersoll- Rand Company (Registration No. 333-38367), filed with the Securities and Exchange Commission on March 10, 1998 (the "Registration Statement"), and the forms of prospectus and prospectus supplement for the Income PRIDES included therein, which description is incorporated herein by reference. Definitive copies of the prospectus and the prospectus supplement describing the Income PRIDES will be filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and shall be incorporated by reference into this Registration Statement on Form 8-A. Item 2. Exhibits. 1. Form of Purchase Contract Agreement (incorporated herein by reference to Exhibit 4.13 of the Registration Statement). 2. Form of Pledge Agreement (incorporated herein by reference to Exhibit 4.14 of the Registration Statement). 3. Form of Income PRIDES and Growth PRIDES (incorporated herein by reference to Exhibit A and Exhibit B of Exhibit 4.13 of the Registration Statement). 4. Form of Amended and Restated Declaration of Trust for Ingersoll-Rand Financing I, with respect to the Capital Securities (incorporated herein by reference to Exhibit 4.7 to the Registration Statement). 5. Form of Capital Security Certificate for Ingersoll-Rand Financing I, with respect to the Capital Securities (incorporated herein by reference to Exhibit A-1 of Exhibit 4.7 to the Registration Statement). 6. Form of Indenture (incorporated herein by reference to Exhibit 4.10 of the Registration Statement). 7. Form of First Supplemental Indenture (incorporated herein by reference to Exhibit 4.12 of the Registration Statement). 8. Form of Debenture (incorporated herein by reference to Section 6.1 of Exhibit 4.12 of the Registration Statement). 9. Form of Guarantee Agreement in respect of Ingersoll-Rand Financing I, with respect to the Capital Securities (incorporated herein by reference to Exhibit 4.9 of the Registration Statement). SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. Dated: March 12, 1998 INGERSOLL-RAND COMPANY By: /s/ RONALD G. HELLER ------------------------------- Name: Ronald G. Heller Title: Assistant General Counsel and Secretary ============================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______ Form 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 _______ INGERSOLL-RAND COMPANY (Exact name of Registrant 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 (201) 573-0123 (Address of Principal Executive Office) If this form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A(c)(1) please check the following box. \ \ If this form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2) please check the following box. \ \ Securities Act registration statement file number to which this form relates: 333-38367 Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered Growth PRIDES New York Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None ============================================================================= INFORMATION REQUIRED IN REGISTRATION STATEMENT ____________ Item 1. Description of Registrant's Securities to be Registered. The class of securities to be registered hereby are the GROWTH PRIDES of Ingersoll-Rand Company, a New Jersey corporation. For a description of the GROWTH PRIDES, reference is made to the Amendment No. 1 to the Registration Statement on Form S-3 of Ingersoll-Rand Company (Registration No. 333-38367), filed with the Securities and Exchange Commission on March 10, 1998 (the "Registration Statement"), and the forms of prospectus and prospectus supplement for the GROWTH PRIDES included therein, which description is incorporated herein by reference. Definitive copies of the prospectus and the prospectus supplement describing the GROWTH PRIDES will be filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and shall be incorporated by reference into this Registration Statement on Form 8-A. Item 2. Exhibits. 1. Form of Purchase Contract Agreement (incorporated herein by reference to Exhibit 4.13 of the Registration Statement). 2. Form of Pledge Agreement (incorporated herein by reference to Exhibit 4.14 of the Registration Statement). 3. Form of Income PRIDES and Growth PRIDES (incorporated herein by reference to Exhibit A and Exhibit B of Exhibit 4.13 of the Registration Statement). 4. Form of Amended and Restated Declaration of Trust for Ingersoll-Rand Financing I, with respect to the Capital Securities (incorporated herein by reference to Exhibit 4.7 to the Registration Statement). 5. Form of Capital Security Certificate for Ingersoll-Rand Financing I, with respect to the Capital Securities (incorporated herein by reference to Exhibit A-1 of Exhibit 4.7 to the Registration Statement). 6. Form of Indenture (incorporated herein by reference to Exhibit 4.10 of the Registration Statement). 7. Form of First Supplemental Indenture (incorporated herein by reference to Exhibit 4.12 of the Registration Statement). 8. Form of Debenture (incorporated herein by reference to Section 6.1 of Exhibit 4.12 of the Registration Statement). 9. Form of Guarantee Agreement in respect of Ingersoll-Rand Financing I, with respect to the Capital Securities (incorporated herein by reference to Exhibit 4.9 of the Registration Statement). SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. Dated: March 12, 1998 INGERSOLL-RAND COMPANY By: /s/ RONALD G. HELLER ----------------------------- Name: Ronald G. Heller Title: Assistant General Counsel and Secretary ============================================================================= SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______ Form 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ______ INGERSOLL-RAND FINANCING I (Exact name of Registrant as specified in its charter) Delaware 13-5156640 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number Pending) 200 Chestnut Ridge Road Woodcliff Lake, New Jersey 07675 (201) 573-0123 (Address of Principal Executive Office) If this form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A(c)(1) please check the following box. \ \ If this form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2) please check the following box. \ \ Securities Act registration statement file number to which this form relates: 333-38367 Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered Capital Securities New York Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None ============================================================================= INFORMATION REQUIRED IN REGISTRATION STATEMENT ______________ Item 1. Description of Registrant's Securities to be Registered. The class of securities to be registered hereby are the Capital Securities of Ingersoll-Rand Financing I, a Delaware Trust. For a description of the Capital Securities, reference is made to the Amendment No. 1 to the Registration Statement on Form S-3 of Ingersoll-Rand Company and Ingersoll-Rand Financing I (Registration No. 333-38367), filed with the Securities and Exchange Commission on March 10, 1998 (the "Registration Statement"), and the forms of prospectus and prospectus supplement for the Capital Securities included therein, which description is incorporated herein by reference. Definitive copies of the prospectus and the prospectus supplement describing the Capital Securities will be filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and shall be incorporated by reference into this Registration Statement on Form 8-A. Item 2. Exhibits. 1. Form of Purchase Contract Agreement (incorporated herein by reference to Exhibit 4.13 of the Registration Statement). 2. Form of Pledge Agreement (incorporated herein by reference to Exhibit 4.14 of the Registration Statement). 3. Form of Income PRIDES and Growth PRIDES (incorporated herein by reference to Exhibit A and Exhibit B of Exhibit 4.13 of the Registration Statement). 4. Form of Amended and Restated Declaration of Trust for Ingersoll-Rand Financing I, with respect to the Capital Securities (incorporated herein by reference to Exhibit 4.7 to the Registration Statement). 5. Form of Capital Security Certificate for Ingersoll-Rand Financing I, with respect to the Capital Securities (incorporated herein by reference to Exhibit A-1 of Exhibit 4.7 to the Registration Statement). 6. Form of Indenture (incorporated herein by reference to Exhibit 4.10 of the Registration Statement). 7. Form of First Supplemental Indenture (incorporated herein by reference to Exhibit 4.12 of the Registration Statement). 8. Form of Debenture (incorporated herein by reference to Section 6.1 of Exhibit 4.12 of the Registration Statement). 9. Form of Guarantee Agreement in respect of Ingersoll-Rand Financing I, with respect to the Capital Securities (incorporated herein by reference to Exhibit 4.9 of the Registration Statement). SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. Dated: March 12, 1998 INGERSOLL-RAND FINANCING I By: INGERSOLL-RAND COMPANY, as Depositor By: /s/ RONALD G. HELLER ------------------------------ Name: Ronald G. Heller Title: Assistant General Counsel and Secretary