Exhibit A
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FORM
OF
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
INGERSOLL-RAND COMPANY
___________________
Pursuant to the provisions of Section 14A:7-2(2) of the New
Jersey Business Corporation Act ("NJBCA"), the undersigned Corporation
executes the following Certificate of Amendment to its Restated
Certificate of Incorporation.
1. The name of the Corporation (hereinafter called the
"Corporation") is "Ingersoll-Rand Company".
2. The following resolution has been adopted by the
Board of Directors of the Corporation (hereinafter called the
"Board of Directors"), as required by Subsection 14A:7-2(3) of
the NJBCA.
RESOLVED, that pursuant to the authority granted to and
vested in the Board of Directors of the Corporation in
accordance with the provisions of the Restated Certificate of
Incorporation, the Board of Directors hereby amends and restates
in their entirety the designation and number, relative rights,
preferences and limitation of the Series A Preference Stock of
the Corporation as follows:
(1) Designation and Amount. The shares of such series
shall be designated as "Series A Preference Stock"
(hereinafter referred to as "Series A Preference
Stock") and the number of shares constituting the
Series A Preference Stock shall be 600,000. Such
number of shares may be increased or decreased by
resolution of the Board of Directors; provided, that
no decrease shall reduce the number of shares of
Series A Preference Stock to a number less than the
number of shares then outstanding plus the number of
shares reserved for issuance upon the exercise of
outstanding options, rights or warrants or upon the
conversion of any outstanding securities issued by
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the Corporation convertible into Series A Preference
Stock.
(2) Dividends and Distributions.
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(a) Subject to the rights of the holders of any
shares of any series of Preferred Stock of the
Corporation (the "Preferred Stock") (or any
similar stock) ranking prior and superior to
the Series A Preference Stock with respect to
dividends, the holders of shares of Series A
Preference Stock, in preference to the holders
of Common Stock, par value $2.00 per share of
the Corporation (the "Common Stock"), and of
any other stock of the Corporation ranking
junior to the Series A Preference Stock, shall
be entitled to receive, when, as and if
declared by the Board of Directors out of funds
legally available for the purpose, quarterly
dividends payable in cash on the fifteenth day
of January, April, July, and October in each
year (each such date being referred to herein
as a "Dividend Payment Date"), commencing on
the first Dividend Payment Date after the first
issuance of a share or fraction of a share of
Series A Preference Stock, in an amount per
share (rounded to the nearest cent) equal to
the greater of (a) $1 or (b) subject to the
provision for adjustment hereinafter set forth,
1000 times the aggregate per share amount of
all cash dividends, and 1000 times the
aggregate per share amount (payable in kind) of
all non-cash dividends or other distributions
other than a dividend payable in shares of
Common Stock, declared on the Common Stock
since the immediately preceding Dividend
Payment Date or, with respect to the first
Dividend Payment Date, since the first issuance
of any share or fraction of a share of Series A
Preference Stock. In the event the Corporation
shall at any time after December 22, 1998,
declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of
the outstanding shares of Common Stock (by
reclassification or otherwise than by payment
of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common
Stock, then in each such case the amount to
which holders of shares of Series A Preference
Stock were entitled immediately prior to such
event under clause (b) of the preceding
sentence shall be adjusted by multiplying such
amount by a fraction, the numerator of which is
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the number of shares of Common Stock
outstanding immediately after such event and
the denominator of which is the number of
shares of Common Stock that were outstanding
immediately prior to such event.
(b) The Corporation shall declare a dividend or
distribution on the Series A Preference Stock
as provided in paragraph (A) of this Section
immediately after it declares a dividend or
distribution on the Common Stock (other than a
dividend payable in shares of Common Stock);
provided that, in the event no dividend or dis-
tribution shall have been declared on the
Common Stock during the period between any
Dividend Payment Date and the next subsequent
Dividend Payment Date, a dividend of $1 per
share on the Series A Preference Stock shall
nevertheless be payable, when, as and if
declared, on such subsequent Dividend Payment
Date.
(c) Dividends shall begin to accrue and be cumula-
tive, whether or not earned or declared, on
outstanding shares of Series A Preference Stock
from the Dividend Payment Date next preceding
the date of issue of such shares, unless the
date of issue of such shares is prior to the
record date for the first Dividend Payment
Date, in which case dividends on such shares
shall begin to accrue from the date of issue of
such shares, or unless the date of issue is a
Dividend Payment Date or is a date after the
record date for the determination of holders of
shares of Series A Preference Stock entitled to
receive a quarterly dividend and before such
Dividend Payment Date, in either of which
events such dividends shall begin to accrue and
be cumulative from such Dividend Payment Date.
Accrued but unpaid dividends shall not bear
interest. Dividends paid on the shares of
Series A Preference Stock in an amount less
than the total amount of such dividends at the
time accrued and payable on such shares shall
be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding.
The Board of Directors may fix a record date
for the determination of holders of shares of
Series A Preference Stock entitled to receive
payment of a dividend or distribution declared
thereon, which record date shall be not more
than 60 days prior to the date fixed for the
payment thereof.
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(3) Voting Rights. The holders of shares of Series A
Preference Stock shall have the following voting
rights;
(a) Subject to the provision for adjustment
hereinafter set forth and except as otherwise
provided in the Restated Certificate of
Incorporation or required by law, each share of
Series A Preference Stock shall entitle the
holder thereof to 1000 votes on all matters
upon which the holders of the Common Stock of
the Corporation are entitled to vote. In the
event the Corporation shall at any time after
December 22, 1998, declare or pay any dividend
on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination
or consolidation of the outstanding shares of
Common Stock (by reclassification or otherwise
than by payment of a dividend in shares of
Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such
case the number of votes per share to which
holders of shares of Series A Preference Stock
were entitled immediately prior to such event
shall be adjusted by multiplying such number by
a fraction, the numerator of which is the
number of shares of Common Stock outstanding
immediately after such event and the
denominator of which is the number of shares of
Common Stock that were outstanding immediately
prior to such event.
(b) Except as otherwise provided herein, in the
Restated Certificate of Incorporation or in any
other Amendment creating a series of Preferred
Stock or any similar stock, and except as
otherwise required by law, the holders of
shares of Series A Preference Stock and the
holders of shares of Common Stock and any other
capital stock of the Corporation having general
voting rights shall vote together as one class
on all matters submitted to a vote of
shareholders of the Corporation.
(c) Except as set forth herein, or as otherwise
provided by law, holders of Series A Preference
Stock shall have no special voting rights and
their consent shall not be required (except to
the extent they are entitled to vote with
holders of Common Stock as set forth herein)
for taking any corporate action.
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(4) Certain Restrictions.
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(a) Whenever quarterly dividends or other dividends
or distributions payable on the Series A
Preference Stock as provided in Section 2 are
in arrears, thereafter and until all accrued
and unpaid dividends and distributions, whether
or not earned or declared, on shares of Series
A Preference Stock outstanding shall have been
paid in full, the Corporation shall not:
(i) declare or pay dividends, or make any
other distributions, on any shares of stock
ranking junior (as to dividends) to the Series
A Preference Stock;
(ii) declare or pay dividends, or make any
other distributions, on any shares of stock
ranking on a parity (as to dividends) with the
Series A Preference Stock, except dividends
paid ratably on the Series A Preference Stock
and all such parity stock on which dividends
are payable or in arrears in proportion to the
total amounts to which the holders of all such
shares are then entitled;
(iii) redeem or purchase or otherwise
acquire for consideration shares of any stock
ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the
Series A Preference Stock, provided that the
Corporation may at any time redeem, purchase or
otherwise acquire shares of any such junior
stock in exchange for shares of any stock of
the Corporation ranking junior (as to dividends
and upon dissolution, liquidation or winding
up) to the Series A Preference Stock or rights,
warrants or options to acquire such junior
stock;
(iv) redeem or purchase or otherwise
acquire for consideration any shares of Series
A Preference Stock, or any shares of stock
ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding up)
with the Series A Preference Stock, except in
accordance with a purchase offer made in
writing or by publication (as determined by the
Board of Directors) to all holders of such
shares upon such terms as the Board of Direc-
tors, after consideration of the respective
annual dividend rates and other relative rights
and preferences of the respective series and
classes, shall determine in good faith will
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result in fair and equitable treatment among
the respective series or classes.
(b) The Corporation shall not permit any subsidiary
of the Corporation to purchase or otherwise
acquire for consideration any shares of stock
of the Corporation unless the Corporation
could, under paragraph (A) of this Section 4,
purchase or otherwise acquire such shares at
such time and in such manner.
(5) Reacquired Shares. Any shares of Series A
Preference Stock purchased or otherwise acquired by
the Corporation in any manner whatsoever shall be
retired and canceled promptly after the acquisition
thereof.
(6) Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the
Corporation, no distribution shall be made (A) to
the holders of the Common Stock or of shares of any
other stock of the Corporation ranking junior, upon
liquidation, dissolution or winding up, to the
Series A Preference Stock unless, prior thereto, the
holders of shares of Series A Preference Stock shall
have received $100 per share, plus an amount equal
to accrued and unpaid dividends and distributions
thereon, whether or not earned or declared, to the
date of such payment, provided that the holders of
shares of Series A Preference Stock shall be
entitled to receive an aggregate amount per share,
subject to the provision for adjustment hereinafter
set forth, equal to 1000 times the aggregate amount
to be distributed per share to holders of shares of
Common Stock, or (B) to the holders of shares of
stock ranking on a parity upon liquidation,
dissolution or winding up with the Series A
Preference Stock, except distributions made ratably
on the Series A Preference Stock and all such parity
stock in proportion to the total amounts to which
the holders of all such shares are entitled upon
such liquidation, dissolution or winding up. In the
event the Corporation shall at any time after
December 22, 1998 declare or pay any dividend on the
Common Stock payable in shares of Common Stock, or
effect a subdivision or combination or consolidation
of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater
or lesser number of shares of Common Stock, then in
each such case the aggregate amount to which holders
of shares of Series A Preference Stock were entitled
immediately prior to such event under the proviso in
clause (A) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction
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the numerator of which is the number of shares of
Common Stock outstanding immediately after such
event and the denominator of which is the number of
shares of Common Stock that were outstanding
immediately prior to such event.
(7) Consolidation, Merger, etc. In case the Corporation
shall enter into any consolidation, merger,
combination or other transaction in which the shares
of Common Stock are converted into, exchanged for or
changed into other stock or securities, cash and/or
any other property, then in any such case each share
of Series A Preference Stock shall at the same time
be similarly converted into, exchanged for or
changed into an amount per share (subject to the
provision for adjustment hereinafter set forth)
equal to 1000 times the aggregate amount of stock,
securities, cash and/or any other property (payable
in kind), as the case may be, into which or for
which each share of Common Stock is converted,
exchanged or converted. In the event the
Corporation shall at any time after December 22,
1998 declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the
outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater
or lesser number of shares of Common Stock, then in
each such case the amount set forth in the preceding
sentence with respect to the conversion, exchange or
change of shares of Series A Preference Stock shall
be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after
such event and the denominator of which is the
number of shares of Common Stock that were
outstanding immediately prior to such event.
(8) No Redemption. The shares of Series A Preference
Stock shall not be redeemable from any holder.
(9) Rank. The Series A Preference Stock shall rank,
with respect to the payment of dividends and the
distribution of assets upon liquidation, dissolution
or winding up of the Corporation, junior to all
other series of Preferred Stock and senior to the
Common Stock.
(10) Amendment. If any proposed amendment to the
Restated Certificate of Incorporation would alter,
change or repeal any of the preferences, powers or
special rights given to the Series A Preference
Stock so as to affect the Series A Preference Stock
adversely, then the holders of the Series A
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Preference Stock shall be entitled to vote
separately as a class upon such amendment, and the
affirmative vote of two-thirds of the outstanding
shares of the Series A Preference Stock, voting
separately as a class, shall be necessary for the
adoption thereof, in addition to such other vote as
may be required by the New Jersey Business
Corporation Act.
3. The resolution was adopted by the Board of Directors
at a meeting duly called and held on November 4, 1998, at which
a quorum was present.
4. The Restated Certificate of Incorporation of the
Corporation is amended so that the designation and number of
shares of the class and series acted upon in the resolution, and
the relative rights, preferences and limitations of each such
class and series are as stated in the resolution.
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IN WITNESS WHEREOF, the undersigned have executed and
subscribed this Certificate of Amendment of the Restated Certificate of
Incorporation of the Corporation this __ day of November, 1998.
INGERSOLL-RAND COMPANY
By:_____________________________
Name:
Title:
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