Exhibit 1(b)
Pricing Agreement
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Merrill Lynch, Pierce, Fenner &
Smith Incorporated
As Representative of the several
Underwriters named in Schedule I hereto,
World Financial Center
North Tower
New York, New York 10281
June 5, 1995
Dear Sirs:
Ingersoll-Rand Company (the "Company") proposes,
subject to the terms and conditions stated herein and in the
Underwriting Agreement Standard Provisions filed as an exhibit to
the Company's registration statement on Form S-3 (No. 33-53811)
(the "Underwriting Agreement"), to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the
Securities specified in Schedule II hereto (the "Designated
Securities"). Each of the provisions of the Underwriting
Agreement is incorporated herein by reference in its entirety,
and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein;
and each of the representations and warranties set forth therein
shall be deemed to have been made at and as of the date of this
Pricing Agreement, except that each representation and warranty
with respect to the Prospectus in Section 2 of the Underwriting
Agreement shall be deemed to be a representation or warranty as
of the date of the Underwriting Agreement in relation to the
Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to
the Prospectus as amended or supplemented relating to the
Designated Securities which are the subject of this Pricing
Agreement. Each reference to the Representatives herein and in
the provisions of the Underwriting Agreement so incorporated by
reference shall be deemed to refer to you. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are
used herein as therein defined. The Representative designated to
act on behalf of the Representatives and on behalf of each of the
Underwriters of the Designated Securities pursuant to Section 12
of the Underwriting Agreement and the address of the
Representative referred to in such Section 12 are set forth at
the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement
to the Prospectus, as the case may be, relating to the Designated
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Securities, in the form heretofore delivered to you is now
proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein
and in the Underwriting Agreement incorporated herein by
reference, the Company agrees to issue and sell to each of the
Underwriters, and each of the Underwriters agrees, severally and
not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in
Schedule II hereto, the principal amount of Designated Securities
set forth opposite the name of such Underwriter in Schedule I
hereto.
If the foregoing is in accordance with your
understanding, please sign and return to us two counterparts
hereof, and upon acceptance hereof by you, on behalf of each of
the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement
incorporated herein by reference, shall constitute a binding
agreement between each of the Underwriters and the Company. It
is understood that your acceptance of this letter on behalf of
each of the Underwriters is or will be pursuant to the authority
set forth in a form of Agreement among Underwriters, the form of
which shall be submitted to the Company for examination, upon
request, but without warranty on the part of the Representatives
as to the authority of the signers thereof.
Very truly yours,
INGERSOLL-RAND COMPANY
By: /s/ Thomas McBride
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By: /s/ William J. Armstrong
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Accepted as of the date hereof:
MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED
By: /s/ J. H. McCollough II,
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Managing Director
On behalf of each of the Underwriters
SCHEDULE I
Principal Amount of
Designated Securities
Underwriter to be purchased
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Merrill Lynch, Pierce, Fenner & $ 37,500,000
Smith Incorporated
Chase Securities, Inc. 37,500,000
J.P. Morgan Securities Inc. 37,500,000
UBS Securities, Inc. 37,500,000
____________
Total $150,000,000
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SCHEDULE II
Title of Designated Securities:
6.48% Debentures due June 1, 2025.
Aggregate principal amount:
U.S. $150,000,000.
Price to Public:
99.969% of the principal amount of the Designated
Securities, plus accrued interest, if any, from June 1, 1995
to the Time of Delivery.
Purchase Price by Underwriters:
99.319% of the principal amount of the Designated
Securities, plus accrued interest, if any, from June 1, 1995
to the Time of Delivery.
Method and Specified funds for payment of purchase price:
New York Clearing House, next day funds;
book-entry form.
Indenture:
Indenture, dated as of August 1, 1986, as supplemented,
between the Company and The Bank of New York, as Trustee.
Maturity:
June 1, 2025.
Interest Rate:
6.48% per annum.
Interest Payment Dates:
June 1 and December 1, commencing on December 1, 1995.
Repayment Provisions:
On June 1, 2005, the Designated Securities may be repaid in
whole or in part at the option of the holders thereof at
their principal amount plus accrued interest to June 1,
2005.
Sinking Fund Provisions:
None.
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Time of Delivery:
10:00 a.m., New York City Time, June 9, 1995.
Closing Location:
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Name and address of Representative:
Designated Representative: Merrill Lynch, Pierce, Fenner
& Smith Incorporated
Address for Notices, etc.: World Financial Center
North Tower
New York, New York 10281