SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/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
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(Exact name of registrant as specified in its charter)
New Jersey No. 13-5156640
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(State of incorporation or organization) (IRS Employer
Identification No.)
Woodcliff Lake, New Jersey 07675
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Item 1. Description of Securities to be Registered.
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On November 4, 1998, the Board of Directors of Ingersoll-Rand
Company (the "Company") declared a dividend of one right to purchase one
one-thousandth of a share of Series A Preference Stock (the "Rights") on
each outstanding share of Company common stock, $2.00 par value (the
"Common Stock"), payable on December 22, 1998 to stockholders of record
as of December 22, 1998.
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons
(an "Acquiring Person") have acquired beneficial ownership of 15% or more
of the outstanding shares of Common Stock or (ii) 10 business days (or
such later date as may be determined by action of the Board of Directors
prior to such time as any person or group of affiliated persons becomes
an Acquiring Person) following the commencement of, or announcement of an
intention to make, a tender offer or exchange offer the consummation of
which would result in the beneficial ownership by a person or group of
15% or more of the outstanding shares of Common Stock (the earlier of
such dates being called the "Distribution Date"), the Rights will be
evidenced, with respect to any of the Common Stock certificates
outstanding as of the Record Date, by such Common Stock certificate
together with a summary of the Rights.
The Rights Agreement provides that, until the Distribution
Date (or earlier redemption or expiration of the Rights), the Rights will
be transferred with and only with the Common Stock. Until the
Distribution Date (or earlier redemption or expiration of the Rights),
new Common Stock certificates issued after the Record Date upon transfer
or new issuances of Common Stock will contain a notation incorporating
the Rights Agreement by reference. Until the Distribution Date (or
earlier redemption or expiration of the Rights), the surrender for
transfer of any certificates for shares of Common Stock outstanding as of
the Record Date, even without such notation or a copy of the summary of
Rights, will also constitute the transfer of the Rights associated with
the shares of Common Stock represented by such certificate. As soon
as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders
of record of the Common Stock as of the close of business on the
Distribution Date and such separate Right Certificates
alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on December 22, 2008 (the "Final Expiration
Date"), unless the Final Expiration Date is extended or unless the
Rights are earlier redeemed or exchanged by the Company, in each case as
described below.
The Purchase Price payable, and the number of shares of
Preferred Stock or other securities or property issuable, upon exercise
of the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Preferred Stock, (ii) upon the
grant to holders of the Preferred Stock of certain rights or warrants to
subscribe for or purchase Preferred Stock at a price, or securities
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convertible into Preferred Stock with a conversion price, less than the
then-current market price of the Preferred Stock or (iii) upon the
distribution to holders of the Preferred Stock of evidences of
indebtedness or assets (excluding regular periodic cash dividends or
dividends payable in Preferred Stock) or of subscription rights or
warrants (other than those referred to above).
The number of outstanding Rights are also subject to
adjustment in the event of a stock split of the Common Stock or a stock
dividend on the Common Stock payable in shares of Common Stock or
subdivisions, consolidations or combinations of the Common Stock
occurring, in any such case, prior to the Distribution Date.
Shares of Preferred Stock purchasable upon exercise of the
Rights will not be redeemable. Each share of Preferred Stock will be
entitled, when, as and if declared, to a minimum preferential quarterly
dividend payment of $1 per Share but will be entitled to an aggregate
dividend of 1000 times the dividend declared per share of Common
Stock. In the event of liquidation, the holders of the Preferred
Stock will be entitled to a minimum preferential liquidation payment
of $100 per share (plus any accrued but unpaid dividends) but will
be entitled to an aggregate payment of 1000 times the payment made
per share of Common Stock. Each share of Preferred Stock will have
1000 votes, voting together with the Common Stock. Finally, in the
event of any merger, consolidation or other transaction in which
shares of Common Stock are converted or exchanged, each share of
Preferred Stock will be entitled to receive 1000 times the amount
received per share of Common Stock. These rights are protected by
customary antidilution provisions.
Because of the nature of the Preferred Stock's dividend,
liquidation and voting rights, the value of the one one-thousandth
interest in a share of Preferred Stock purchasable upon exercise of each
Right should approximate the value of one share of Common Stock.
In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, each holder of a Right,
other than Rights beneficially owned by the Acquiring Person (which will
thereupon become void), will thereafter have the right to receive upon
exercise of a Right at the then current exercise price of the Right, that
number of shares of Common Stock having a market value of two times the
exercise price of the Right.
In the event that, after a person or group has become an
Acquiring Person, the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or
earning power are sold, proper provision will be made so that each holder
of a Right (other than Rights beneficially owned by an Acquiring Person
which will have become void) will thereafter have the right to receive,
upon the exercise thereof at the then current exercise price of the
Right, that number of shares of common stock of the person with whom the
Company has engaged in the foregoing transaction (or its parent), which
number of shares at the time of such transaction will have a market value
of two times the exercise price of the Right.
At any time after any person or group becomes an Acquiring
Person and prior to the acquisition by such person or group of 50% or
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more of the outstanding shares of Common Stock or the occurrence of an
event described in the prior paragraph, the Board of Directors of the
Company may exchange the Rights (other than Rights owned by such person
or group which will have become void), in whole or in part, at an
exchange ratio of one share of Common Stock, or one one-thousandth of a
share of Preferred Stock (or of a share of a class or series of the
Company's preferred stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at
lease 1% in such Purchase Price. No fractional shares of Preferred Stock
will be issued (other than fractions which are integral multiples of one
one-thousandth of a share of Preferred Stock, which may, at the election
of the Company, be evidenced by depositary receipts) and in lieu thereof,
an adjustment in cash will be made based on the market price of the
Preferred Stock on the last trading day prior to the date of exercise.
At any time prior to the time an Acquiring Person becomes
such, the Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the "Redemption
Price"). The redemption of the Rights may be made effective at such time,
on such basis and with such conditions as the Board of Directors in its
sole discretion may establish. Immediately upon any redemption of the
Rights, the right to exercise the Rights will terminate and the only
right of the holders of Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the
Rights, including an amendment to lower the 15% threshold for an
Acquiring Person described above to not less than the greater of (i) the
sum of .001% and the largest percentage of the outstanding shares of
Common Stock then known to the Company to be beneficially owned by any
person or group of affiliated or associated persons and (ii) 10%, except
that from and after such time as any person or group of affiliated or
associated persons becomes an Acquiring Person no such amendment may
adversely affect the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that attempts to
acquire the Company on terms not approved by the Company's Board of
Directors, except pursuant to an offer conditioned on a substantial
number of Rights being acquired. The Rights should not interfere with
any merger or other business combination approved by the Board of
Directors since the Rights may be redeemed by the Company at the
Redemption Price prior to the time that a person or group has acquired
beneficial ownership of 15% or more of the shares of Common Stock.
The Rights Agreement, dated as of November 9, 1998, between
the Company and The Bank of New York, as Rights Agent, specifying the
terms of the Rights (which includes as exhibits the form of Right
Certificate and the Summary of Rights to Purchase one one-thousandth of a
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share of Series A Preference Stock) is attached hereto as an exhibit and
is incorporated herein by reference. The foregoing description of the
Rights is qualified by reference to such exhibit.
Item 2. Exhibits.
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1. Rights Agreement dated as of November 9, 1998
between Ingersoll-Rand Company and The Bank of New
York, as Rights Agent, which includes the form of
Certificate of Amendment to the Restated Certificate
of Incorporation for the Series A Preference Stock
as Exhibit A, the form of Right Certificate as
Exhibit B and the Summary of Rights to Purchase
Common Stock as Exhibit C. Pursuant to the Rights
Agreement, printed Right Certificates will not be
mailed until as soon as practicable after the
earlier of the tenth day after public announcement
that a person or group has acquired beneficial
ownership of 15% or more of the Common Stock or the
tenth day after a person commences or announces its
intention to commence a tender or exchange offer for
15% or more of the Common Stock.
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, thereunto duly
authorized.
INGERSOLL-RAND COMPANY
Dated: November 13, 1998 By /S/ Patricia Nachtigal
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Name: Patricia Nachtigal
Title: Vice President and General Counsel
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