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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 15, 1995
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INGERSOLL-RAND COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW JERSEY 13-5156640
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
200 CHESTNUT RIDGE ROAD
WOODCLIFF LAKE, NEW JERSEY 07675
(201) 573-0123
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
PRINCIPAL EXECUTIVE OFFICES)
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PATRICIA NACHTIGAL, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
INGERSOLL-RAND COMPANY
P.O. BOX 8738
WOODCLIFF LAKE, NEW JERSEY 07675
(201) 573-0123
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPY TO:
JAMES M. COTTER, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 455-2000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF OFFERING REGISTRATION
SECURITIES TO BE REGISTERED PRICE(1) FEE
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Debt Securities............................................. $750,000,000 $258,621
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(1) Estimated for the sole purpose of computing the registration fee in
accordance with Rule 457 under the Securities Act of 1933.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED JUNE 15, 1995
PROSPECTUS
$750,000,000
INGERSOLL-RAND COMPANY
DEBT SECURITIES
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Ingersoll-Rand Company ("Ingersoll-Rand" or the "Company") from time to
time may sell its debt securities (the "Debt Securities"), in one or more
series, up to an aggregate principal amount of $750,000,000, on terms to be
determined by market conditions at the time of sale.
With respect to each series of Debt Securities, a supplement to this
Prospectus will be delivered (the "Prospectus Supplement") together with this
Prospectus setting forth the terms of such Debt Securities, including, where
applicable, the specific designation, aggregate principal amount, denominations,
maturity, interest rate (which may be fixed or variable) and time of payment of
interest, if any, coin or currency in which principal, premium, if any, and
interest, if any, will be payable, any terms for redemption, any terms for
sinking fund payments, the initial public offering price, the names of, the
principal amounts to be purchased by, and the compensation of underwriters,
dealers or agents, if any, any listing of the Debt Securities on a securities
exchange and the other terms in connection with the offering and sale of such
Debt Securities.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The Debt Securities may be sold directly to purchasers or to or through
underwriters, dealers or agents. If any underwriters, dealers or agents are
involved in the sale of any Debt Securities, their names and any applicable fee,
commission or discount arrangements will be set forth in the Prospectus
Supplement. The net proceeds to the Company from sales of Debt Securities will
be set forth in the Prospectus Supplement and will be the purchase price of such
Debt Securities less attributable issuance expenses, including underwriters',
dealers' or agents' compensation arrangements. See "Plan of Distribution" for
indemnification arrangements for underwriters, dealers and agents.
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The date of this Prospectus is , 1995.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy statements and other
information filed by the Company can be inspected and copied at the Commission's
public reference facilities at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's regional offices located
at Seven World Trade Center, Suite 1300, New York, New York 10048, and the
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Common Stock of the Company is listed on the New
York Stock Exchange, Inc., and reports, proxy statements and other information
concerning the Company may be inspected at the office of such Exchange, 20 Broad
Street, New York, N.Y. 10005. This Prospectus does not contain all information
set forth in the Registration Statement (of which this Prospectus is a part) and
the exhibits thereto which the Company has filed with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"), and to which
reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1994, the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995 and the Company's Current Report on Form 8-K dated June 5, 1995,
as amended, are incorporated herein by reference and made a part of this
Prospectus, and all documents filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date of
this Prospectus but prior to the termination of the offering of the Debt
Securities shall be deemed to be incorporated herein by reference and made a
part of this Prospectus from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus and any amendment or supplement hereto to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus or any
such amendment or supplement.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, on the written or oral
request of any such person, a copy of any or all of the foregoing documents
incorporated herein by reference (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference into such documents).
Requests should be directed to Ingersoll-Rand Company, P.O. Box 8738, Woodcliff
Lake, New Jersey 07675, Attention: R.G. Heller, Secretary (telephone
201-573-0123).
THE COMPANY
Ingersoll-Rand manufactures and sells primarily non-electrical machinery
and equipment, including air compression systems, air tools, pumps, antifriction
bearings, pulp processing machinery, construction equipment, door hardware and
drilling equipment. The products manufactured by Ingersoll-Rand and its
subsidiaries and affiliates are sold principally under the name Ingersoll-Rand
and also under other names. The manufacturing and sales operations of
Ingersoll-Rand are conducted throughout the world.
Ingersoll-Rand was organized in 1905 under the laws of the State of New
Jersey as a consolidation of IngersollSergeant Drill Company and the Rand Drill
Company, whose businesses were established in the early 1870s. The Company's
principal executive offices are at 200 Chestnut Ridge Road, Woodcliff Lake, New
Jersey 07675 (telephone 201-573-0123). Unless the context otherwise requires,
the terms "Ingersoll-Rand" and "Company" refer to Ingersoll-Rand Company and its
consolidated subsidiaries.
On May 31, 1995, the Company completed the acquisition of Clark Equipment
Company ("Clark") in a cash merger transaction. Clark's business is the design,
manufacture and sale of skid steer loaders, asphalt paving equipment, and axles
and transmissions for off-highway equipment. Through its Club Car Inc. ("Club
Car") subsidiary, Clark is one of the largest manufacturers of golf cars and
light utility vehicles.
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USE OF PROCEEDS
The Company intends to apply the net proceeds from the sale of the Debt
Securities to which this Prospectus relates to its general funds to be used by
its management for capital expenditures and general corporate purposes,
including the repayment of debt incurred by the Company in connection with the
acquisition of Clark. Funds not required immediately for such purposes may be
invested in short-term obligations or used to reduce the future level of the
Company's commercial paper obligations.
SELECTED FINANCIAL INFORMATION
The following table sets forth certain additional financial information for
the Company for the three month period ended March 31, 1995 and the years ended
December 31, 1994, 1993 and 1992 and is qualified in its entirety by the
detailed information and financial statements included in the documents
incorporated herein by reference. See "Incorporation of Certain Documents by
Reference" herein.
THREE MONTH
PERIOD ENDED YEAR ENDED DECEMBER 31,
MARCH 31, ------------------------------------
1995 1994 1993 1992
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(THOUSANDS OF DOLLARS (EXCEPT PER SHARE DATA))
Net sales...................................... $1,185,585 $4,507,470 $4,021,071 $3,783,787
Cost of goods sold............................. 893,111 3,377,049 3,016,690 2,881,861
Administrative, selling and service engineering
expenses..................................... 203,277 753,414 707,867 646,687
Restructure of operations -- charge............ -- -- (5,000) (80,000)
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Operating income............................... 89,197 377,007 291,514 175,239
Interest expense............................... (8,964) (43,751) (51,955) (54,129)
Other income (expense), net.................... (5,996) (14,734) (7,536) (734)
Dresser-Rand income............................ 300 24,600 33,090 27,630
Ingersoll-Dresser Pump Company minority
interest..................................... (2,245) (13,182) (11,589) 34,988
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Earnings before income taxes, extraordinary
item and effect of accounting changes........ 72,292 329,940 253,524 182,994
Provision for income taxes..................... 26,025 118,800 90,000 67,400
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Earnings before extraordinary item and effect
of accounting changes........................ 46,267 211,140 163,524 115,594
Effect of accounting changes:
Postemployment benefits (net of income
tax benefit).............................. -- -- (21,000) --
Postretirement benefits other than pensions
(net of income tax benefit)............... -- -- -- (332,000)
Income taxes................................. -- -- -- (18,000)
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Net earnings (loss)............................ $ 46,267 $ 211,140 $ 142,524 $ (234,406)
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Earnings per share of common stock:
Earnings before effect of accounting
changes................................... $ 0.44 $ 2.00 $ 1.56 $ 1.11
Effect of accounting changes:
Postemployment benefits................... -- -- (0.20) --
Postretirement benefits other than
pensions................................ -- -- -- (3.19)
Income taxes.............................. -- -- -- (0.17)
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Net earnings (loss) per share........ $ 0.44 $ 2.00 $ 1.36 $ (2.25)
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SELECTED UNAUDITED PRO FORMA FINANCIAL DATA
The following selected unaudited pro forma income statement data for the
year ended December 31, 1994 and for the three months ended March 31, 1995 gives
effect to the acquisition of Clark as if it had occurred at the beginning of the
periods presented. The unaudited pro forma balance sheet data gives effect to
the acquisition of Clark as if it had occurred on March 31, 1995. The pro forma
data presented below should be read in conjunction with the Company's
Consolidated Financial Statements and Pro Forma Condensed Consolidated Financial
Information and accompanying assumptions incorporated by reference herein or
included elsewhere herein. Such data is not necessarily indicative of the
results of operations that would have been achieved had the transactions
described above occurred on the dates indicated or that may be expected to occur
in the future as a result of such transactions.
PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENTS(1)
THREE MONTH PERIOD ENDED MARCH 31, 1995 YEAR ENDED DECEMBER 31, 1994
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INGERSOLL-RAND CLARK HISTORICAL INGERSOLL-RAND INGERSOLL-RAND CLARK HISTORICAL INGERSOLL-RAND
HISTORICAL AND PRO FORMA PRO FORMA HISTORICAL AND PRO FORMA PRO FORMA
AMOUNTS ADJUSTMENTS(2)(3) AMOUNTS AMOUNTS ADJUSTMENTS(2)(3) AMOUNTS
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(THOUSANDS OF DOLLARS (EXCEPT RATIO AND PER SHARE DATA))
Net sales........... $ 1,185,585 $361,929 $ 1,547,514 $ 4,507,470 $1,182,008 $ 5,689,478
Cost of goods
sold.............. 893,111 292,831 1,185,942 3,377,049 958,208 4,335,257
Administrative,
selling and
service
engineering
expenses.......... 203,277 40,611 243,888 753,414 140,037 893,451
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Operating income.... 89,197 28,487 117,684 377,007 83,763 460,770
Interest expense.... (8,964) (23,793) (32,757) (43,751) (95,721) (139,472)
Other income
(expense), net.... (5,996) 2,743 (3,253) (14,734) 5,794 (8,940)
Dresser-Rand
income............ 300 -- 300 24,600 -- 24,600
Ingersoll-Dresser
Pump Company
minority
interest.......... (2,245) -- (2,245) (13,182) -- (13,182)
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Earnings before
taxes............. 72,292 7,437 79,729 329,940 (6,164) 323,776
Provision for income
taxes............. 26,025 4,753 30,778 118,800 6,231 125,031
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Earnings from
continuing
operations........ $ 46,267 $ 2,684 $ 48,951 $ 211,140 $ (12,395) $ 198,745
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Earnings per common
share from
continuing
operations........ $ 0.44 $ 0.02 $ 0.46 $ 2.00 $ (0.13) $ 1.87
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Average common
shares outstanding
for the period.... 105,566,461 999,616 106,566,077 105,458,116 999,616 106,457,732
Ratio of earnings to
fixed charges..... 5.54 2.97 5.45 2.80
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(1) Reference is made to the Company's Current Report on Form 8-K dated June 5,
1995, as amended, for the discussion of assumptions used in preparing the
pro forma presentation.
(2) Pro forma adjustments include both the Clark pro forma adjustments for Blaw
Knox Equipment Corporation, Club Car and VME Group N.V. ("VME"), where
appropriate, and the Company's pro forma adjustments for the acquisition of
Clark.
(3) Clark's historical pro forma income statement includes only the results of
its operations through the "Income from continuing operations" line. Results
of discontinued operations and gains on the sale of VME and CAPCO Automotive
Products Corporation have not been included in the pro forma information
presented.
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PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
MARCH 31, 1995
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INGERSOLL-RAND CLARK HISTORICAL AND INGERSOLL-RAND
HISTORICAL AMOUNTS PRO FORMA ADJUSTMENTS PRO FORMA AMOUNTS
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(THOUSANDS OF DOLLARS)
ASSETS
Current Assets:
Cash and cash equivalents and
marketable securities............ $ 249,718 $ (36,101) $ 213,617
Accounts and notes receivable....... 986,027 188,511 1,174,538
Inventories......................... 755,820 203,495 959,315
Prepaid expenses and deferred
taxes............................ 169,063 41,964 211,027
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Current assets................... 2,160,628 397,869 2,558,497
Investments and advances.............. 268,853 8,957 277,810
Property, plant and equipment, net.... 980,638 259,470 1,240,108
Intangible assets, net................ 130,356 1,152,150 1,282,506
Other assets and deferred taxes....... 258,138 104,812 362,950
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Total Assets................ $3,798,613 $ 1,923,258 $ 5,721,871
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LIABILITIES AND EQUITY
Current Liabilities:
Loans payable....................... $ 214,357 $ 115,765(1) $ 330,122(1)
Accounts payable and accruals....... 930,834 298,336 1,229,170
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Current liabilities................. 1,145,191 414,101 1,559,292
Long-term debt........................ 318,226 1,072,628(1) 1,390,854(1)
Other noncurrent liabilities.......... 730,487 400,542 1,131,029
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Total liabilities........... 2,193,904 1,887,271 4,081,175
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Shareowners' equity:
Common stock........................ 218,529 -- 218,529
Capital in excess of par............ 45,175 64,532(2) 109,707(2)
Retained earnings................... 1,430,404 -- 1,430,404
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1,694,108 64,532 1,758,640
Less -- Treasury stock, at cost....... (53,035) 43,221(2) (9,814)(2)
-- LESOP......................... -- (71,766)(2) (71,766)(2)
-- Foreign currency
adjustments......................... (36,364) -- (36,364)
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Shareowners' equity................... 1,604,709 35,987 1,640,696
---------- ---------- ----------
Total liabilities and
shareowners' equity....... $3,798,613 $ 1,923,258 $ 5,721,871
========== ========== ==========
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(1) On May 31, 1995, the Company completed the acquisition of Clark at a cost of
approximately $1.5 billion, including transaction expenses. On such date,
the Company borrowed $1.5 billion under a bank credit facility to finance
the acquisition. On June 1, 1995, the Company used excess cash funds to pay
down the credit facility to $1 billion. On June 9, 1995, the Company
completed the issuance of $150 million of 6.48% debentures due June 1, 2025
and $150 million of 7.20% debentures due June 1, 2025 and used the proceeds
thereof to pay down the credit facility to $700 million. The pro forma
amounts in the pro forma condensed consolidated balance sheet reflect the
refinancing of a portion of the debt used by the Company to finance the
acquisition under its five year credit facility, to a longer term
instrument.
(2) Reflects the assumed sale of the unallocated Clark shares in the Clark
Leveraged Employee Stock Ownership Plan ("LESOP") to the Company for $86 per
share and the assumed reinvestment of these funds by the LESOP after the
acquisition in 2,993,129 shares of Company treasury stock at an assumed
price of $36 per share. In addition, 1,993,513 of these shares will remain
as unallocated shares within the LESOP and accordingly, they are reflected
as a reduction of the Company's equity in this pro forma condensed
consolidated balance sheet.
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RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
the Company for each of the years in the five year period ended December 31,
1994 and for the three month period ended March 31, 1995. For the purpose of
computing the ratios of earnings to fixed charges, earnings consist of earnings
before income taxes and fixed charges, excluding the Company's proportionate
share in the undistributed earnings (losses) of less than fifty-percent-owned
affiliates (accounted for using the equity method), minority interests and
capitalized interest. Fixed charges consist of interest (including capitalized
interest), amortization of debt discount and expense and that portion
(one-third) of rental expense deemed to be representative of an interest factor
included therein.
THREE MONTH
PERIOD ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
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1995 1994 1993 1992 1991 1990
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5.54(1) 5.45(1) 3.69(2) 2.45(3)(4) 3.42(3)(5) 3.89(3)
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(1) See "Selected Unaudited Pro Forma Financial Data" for information concerning
the pro forma impact of the Clark acquisition.
(2) The 1993 calculation includes the effect of the $5 million pretax charge
relating to the restructure of the Company's underground mining machinery
business. Excluding this amount, the ratio would have been 3.75.
(3) The Company's portion of the earnings and fixed charges of Dresser-Rand
Company (a joint venture formed effective January 1, 1987 with Dresser
Industries, Inc.) is included through September 30, 1992. Effective October
1, 1992, the Company's ownership interest in Dresser-Rand Company was
reduced from 50% to 49%.
(4) The 1992 calculation includes (i) the effect of the $10 million pretax
charge relating to the restructure of the Company's aerospace bearings
business and (ii) the full effect of the $70 million pretax restructure of
operations charge relating to Ingersoll-Dresser Pump Company. Excluding the
1992 restructure charges the ratio would have been 3.35.
(5) The 1991 ratio includes a $7.1 million net pretax benefit from a restructure
of operations. Excluding this amount the ratio would have been 3.34.
DESCRIPTION OF DEBT SECURITIES
The following description of the Debt Securities sets forth certain general
terms and provisions of the Debt Securities to which any Prospectus Supplement
may relate. The particular terms of the Debt Securities offered by any
Prospectus Supplement (the "Offered Debt Securities") and the extent, if any, to
which such general provisions do not apply to the Offered Debt Securities will
be described in the Prospectus Supplement relating to such Offered Debt
Securities.
The Debt Securities to which this Prospectus relates will be issued under
an Indenture dated as of August 1, 1986, as supplemented (as so supplemented,
the "Indenture"), between the Company and The Bank of New York, as Trustee (the
"Trustee"), which is filed as an exhibit to the Registration Statement. The
following summaries of certain provisions of the Indenture do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, all the provisions of the Indenture, including the definitions therein of
certain terms. Numerical references in parentheses below are to sections in the
Indenture. Whenever particular sections or defined terms of the Indenture are
referred to, such sections or defined terms are incorporated herein by
reference.
GENERAL
The Indenture does not limit the amount of Debt Securities which may be
issued thereunder and provides that Debt Securities may be issued thereunder
from time to time in one or more series up to the aggregate
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principal amount which may be authorized from time to time by the Company. All
Debt Securities will be unsecured and will rank pari passu with all other
unsecured unsubordinated indebtedness of the Company. Except as described below,
the Indenture does not limit the amount of other indebtedness or securities
which may be issued by the Company.
Reference is made to the Prospectus Supplement relating to the particular
series of Offered Debt Securities offered thereby for the following terms of
such series of Offered Debt Securities: (1) the designation, aggregate principal
amount and authorized denominations of such Offered Debt Securities; (2) the
purchase price of such Offered Debt Securities (expressed as a percentage of the
principal amount thereof); (3) the date or dates on which such Offered Debt
Securities will mature; (4) the rate or rates per annum, if any (which may be
fixed or variable), at which such Offered Debt Securities will bear interest or
the method by which such rate or rates will be determined; (5) the dates on
which such interest will be payable and the record dates for payment of
interest, if any; (6) the coin or currency in which payment of the principal of
(and premium, if any) or interest, if any, on such Offered Debt Securities will
be payable; (7) the terms of any mandatory or optional redemption (including any
sinking fund) or any obligation of the Company to repurchase Offered Debt
Securities; (8) whether such Offered Debt Securities are to be issued in whole
or in part in the form of one or more temporary or permanent global Debt
Securities ("Global Notes") and, if so, the identity of the depositary, if any,
for such Global Note or Notes; and (9) any other additional provisions or
specific terms which may be applicable to that series of Offered Debt
Securities.
Principal, premium, if any, and interest, if any, will be payable, and the
Debt Securities will be transferable or exchangeable, at the office or agency of
the Company maintained for such purposes in the Borough of Manhattan, The City
of New York, provided that payment of interest on any Debt Securities may, at
the option of the Company, be made by check mailed to the registered holders.
Interest, if any, will be payable on any interest payment date to the persons in
whose names the Debt Securities are registered at the close of business on the
record date with respect to such interest payment date. (Sections 202, 305, 307
and 1002).
Unless otherwise indicated in the Prospectus Supplement relating thereto,
the Debt Securities will be issued only in fully registered form without coupons
in denominations of $1,000 or any integral multiple thereof. No service charge
will be made for any registration of, transfer or exchange of the Debt
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith. (Sections 302
and 305).
Some or all of the Debt Securities may be issued as discounted Debt
Securities (bearing no interest or interest at a rate which at the time of
issuance is below market rates) to be sold at a substantial discount below their
stated principal amount. Federal income tax consequences and other special
considerations applicable to any such discounted Debt Securities will be
described in the Prospectus Supplement relating thereto.
GLOBAL NOTES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Notes that will be deposited with or on behalf of a
depositary located in the United States (a "U.S. Depositary") identified in the
Prospectus Supplement relating to such series.
The specific terms of the depositary arrangement with respect to any Debt
Securities of a series will be described in the Prospectus Supplement relating
to such series. The Company anticipates that the following provisions will apply
to all depositary arrangements.
Unless otherwise specified in an applicable Prospectus Supplement, Debt
Securities which are to be represented by a Global Note to be deposited with or
on behalf of a U.S. Depositary will be represented by a Global Note registered
in the name of such depositary or its nominee. Upon the issuance of a Global
Note in registered form, the U.S. Depositary for such Global Note will credit,
on its book-entry registration and transfer system, the respective principal
amounts of the Debt Securities represented by such Global Note to the accounts
of institutions that have accounts with such depositary or its nominee
("participants"). The accounts to be credited shall be designated by the
underwriters or agents of such Debt Securities or by the
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Company, if such Debt Securities are offered and sold directly by the Company.
Ownership of beneficial interests in such Global Notes will be limited to
participants or persons that may hold interests through participants. Ownership
of beneficial interests by participants in such Global Notes will be shown on,
and the transfer of that ownership interest will be effected only through,
records maintained by the U.S. Depositary or its nominee for such Global Notes.
Ownership of beneficial interests in Global Notes by persons that hold such
beneficial interests through participants will be shown on, and the transfer of
that ownership interest within such participant will be effected only through,
records maintained by such participant. The laws of some jurisdictions require
that certain purchasers of securities take physical delivery of such securities
in definitive form. Such limits and such laws may impair the ability to transfer
beneficial interests in a Global Note.
So long as the U.S. Depositary for a Global Note in registered form, or its
nominee, is the registered owner of such Global Note, such depositary or such
nominee, as the case may be, will be considered the sole owner or holder of the
Debt Securities represented by such Global Note for all purposes under the
Indenture governing such Debt Securities. Except as set forth below, owners of
beneficial interests in such Global Notes will not be entitled to have Debt
Securities of the series represented by such Global Notes registered in their
names, will not receive or be entitled to receive physical delivery of Debt
Securities of such series in definitive form and will not be considered the
owners or holders thereof under the Indenture.
Payment of principal of, premium, if any, and any interest on Debt
Securities registered in the name of or held by a U.S. Depositary or its nominee
will be made to the U.S. Depositary or its nominee, as the case may be, as the
registered owner or the holder of the Global Note representing such Debt
Securities. None of the Company, the Trustee, any Paying Agent or the Security
Registrar for such Debt Securities will have any responsibility or liability for
any aspect of the records relating to or payments made on account of beneficial
ownership interests in a Global Note for such Debt Securities or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.
The Company expects that the U.S. Depositary for Debt Securities of a
series, upon receipt of any payment of principal, premium or interest in respect
of a permanent Global Note, will credit immediately participants' accounts with
payments in amounts proportionate to their respective beneficial interests in
the principal amount of such Global Note as shown on the records of such
depositary. The Company also expects that payments by participants to owners of
beneficial interests in such Global Note held through such participants will be
governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers in bearer form or registered
in "street name", and will be the responsibility of such participants.
A Global Note may not be transferred except as a whole by the U.S.
Depositary for such Global Note to a nominee of such depositary or by a nominee
of such depositary to such depositary or another nominee of such depositary or
by such depositary or any such nominee to a successor of such depositary or a
nominee of such successor. If a U.S. Depositary for Debt Securities of a series
is at any time unwilling or unable to continue as a depositary and a successor
depositary is not appointed by the Company within ninety days, the Company will
issue Debt Securities in definitive registered form in exchange for the Global
Note or Notes representing such Debt Securities. In addition, the Company may at
any time and in its sole discretion determine not to have any Debt Securities in
registered form represented by one or more Global Notes and, in such event, will
issue Debt Securities in definitive form in exchange for the Global Note or
Notes representing such Debt Securities. In any such instance, an owner of a
beneficial interest in a Global Note will be entitled to physical delivery in
definitive form of Debt Securities of the series represented by such Global Note
equal in principal amount to such beneficial interest and to have such Debt
Securities registered in its name.
CERTAIN COVENANTS OF THE COMPANY
Limitation on Liens. Unless otherwise indicated in the Prospectus
Supplement relating to a series of Debt Securities, the Company will not, and
will not permit any Restricted Subsidiary to, create, assume or guarantee any
indebtedness for money borrowed, secured by any mortgage, lien, pledge, charge
or other security interest or encumbrance (hereinafter referred to as a
"Mortgage" or "Mortgages") on any Principal
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Property of the Company or a Restricted Subsidiary or on any shares or Funded
Indebtedness of a Restricted Subsidiary (whether such Principal Property, shares
or Funded Indebtedness are now owned or hereafter acquired) without, in any such
case, effectively providing concurrently with the creation, assumption or
guaranteeing of such indebtedness that the Debt Securities (together, if the
Company shall so determine, with any other indebtedness then or thereafter
existing, created, assumed or guaranteed by the Company or such Restricted
Subsidiary ranking equally with the Debt Securities) shall be secured equally
and ratably with or prior to such indebtedness. The Indenture excludes, however,
from the foregoing any indebtedness secured by a Mortgage (including any
extension, renewal or replacement of any Mortgage hereinafter specified or any
indebtedness secured thereby, without increase of the principal of such
indebtedness) (i) on property, shares or Funded Indebtedness of any corporation
existing at the time such corporation becomes a Restricted Subsidiary; (ii) on
property existing at the time of acquisition of such property, or to secure
indebtedness incurred for the purpose of financing the purchase price of such
property or improvements or construction thereon which indebtedness is incurred
prior to or within 180 days after the later of such acquisition, completion of
such construction or the commencement of commercial operation of such property;
(iii) on property, shares or Funded Indebtedness of a corporation existing at
the time such corporation is merged into or consolidated with the Company or a
Restricted Subsidiary, or at the time of a sale, lease or other disposition of
the properties of a corporation as an entirety or substantially as an entirety
to the Company or a Restricted Subsidiary; (iv) on property of a Restricted
Subsidiary to secure indebtedness of such Restricted Subsidiary to the Company
or another Restricted Subsidiary; (v) on property of the Company or a Restricted
Subsidiary in favor of the United States of America or any State thereof, or any
department, agency or instrumentality or political subdivision of the United
States of America or any State thereof, to secure partial, progress, advance or
other payments pursuant to any contract or statute or to secure any indebtedness
incurred for the purpose of financing all or any part of the purchase price or
the cost of constructing or improving the property subject to such Mortgage; or
(vi) existing at the date of the Indenture; provided, however, that any Mortgage
permitted by any of the foregoing clauses (i), (ii), (iii) and (v) shall not
extend to or cover any property of the Company or such Restricted Subsidiary, as
the case may be, other than the property specified in such clauses and
improvements thereto. (Section 1004) See also "Exempted Indebtedness" below.
Limitation on Sale and Leaseback Transactions. Unless otherwise indicated
in the Prospectus Supplement relating to a series of Debt Securities, sale and
leaseback transactions (which are defined in the Indenture to exclude leases
expiring within three years of making, leases between the Company and a
Restricted Subsidiary or between Restricted Subsidiaries and any lease of part
of a Principal Property, which has been sold, for use in connection with the
winding up or termination of the business conducted on such Principal Property)
by the Company or any Restricted Subsidiary of any Principal Property are
prohibited, unless (a) the Company would be entitled to incur indebtedness
secured by a Mortgage on such Principal Property (see "Limitations on Liens"
above) or (b) an amount equal to the fair value of the Principal Property so
leased (as determined by the Board of Directors of the Company) is applied
within 180 days to the retirement (otherwise than by payment at maturity or
pursuant to mandatory sinking funds) of Debt Securities or Funded Indebtedness
of the Company or any Restricted Subsidiary on a parity with the Debt Securities
or to purchase, improve or construct Principal Properties. (Section 1005) See
also "Exempted Indebtedness" below.
Exempted Indebtedness. Notwithstanding the limitations on Mortgages and
sale and leaseback transactions described above, the Company or any Restricted
Subsidiary may, in addition to amounts permitted under such restrictions,
create, assume or guarantee secured indebtedness or enter into sale and
leaseback transactions which would otherwise be prohibited, provided that at the
time of such event, and after giving effect thereto, the sum of such outstanding
secured indebtedness plus the Attributable Debt in respect of such sale and
leaseback transactions (other than sale and leaseback transactions entered into
prior to the date of the Indenture and sale and leaseback transactions whose
proceeds have been applied in accordance with clause (b) under "Limitation on
Sale and Leaseback Transactions") does not exceed 5% of the shareholders' equity
in the Company and its consolidated Subsidiaries. (Section 1004) "Attributable
Debt" means, as of any particular time, the then present value of the total net
amount of rent required to be paid under such leases during the remaining terms
thereof (excluding any renewal term unless the renewal is at the option of the
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lessor), discounted at the actual interest factor included in such rent, or, if
such interest factor is not readily determinable, then at the rate of 8 3/8% per
annum. (Section 1004)
Restrictions Upon Merger and Sales of Assets. Upon any consolidation or
merger of the Company with or into any other corporation or any sale, conveyance
or lease of all or substantially all the property of the Company to any other
corporation, the corporation (if other than the Company) formed by such
consolidation, or into which the Company shall have been merged, or the
corporation which shall have acquired or leased such property (which corporation
shall be a solvent corporation organized under the laws of the United States of
America or a State thereof or the District of Columbia) shall expressly assume
the due and punctual payment of the principal of and premium, if any, and
interest, if any, on all of the Debt Securities. The Company will not so
consolidate or merge, or make any such sale, lease or other disposition, and the
Company will not permit any other corporation to merge into the Company, unless
immediately after giving effect thereto, the Company or such successor
corporation, as the case may be, will not be in default under the Indenture.
(Section 801) If, upon any such consolidation, merger, sale, conveyance or
lease, or upon any consolidation or merger of any Restricted Subsidiary, or upon
the sale, conveyance or lease of all or substantially all the property of any
Restricted Subsidiary to any other corporation, any Principal Property or any
shares or Funded Indebtedness of any Restricted Subsidiary would become subject
to any Mortgage, the Company will secure the due and punctual payment of the
principal of, premium, if any, and interest, if any, on the Debt Securities
(together with, if the Company shall so determine, any other indebtedness of or
guarantee by the Company or such Restricted Subsidiary ranking equally with the
Debt Securities) by a Mortgage, the lien of which will rank prior to the lien of
such Mortgage of such other corporation on all assets owned by the Company or
such Restricted Subsidiary. (Section 802)
Certain Definitions. The term "Principal Property" means any manufacturing
plant or other manufacturing facility of the Company or any Restricted
Subsidiary, which plant or facility is located within the United States of
America, except any such plant or facility which the Board of Directors by
resolution declares is not of material importance to the total business
conducted by the Company and its Restricted Subsidiaries. The term "Funded
Indebtedness" means indebtedness created, assumed or guaranteed by a person for
money borrowed which matures by its terms, or is renewable by the borrower to a
date, more than one year after the date of its original creation, assumption or
guarantee. The term "Restricted Subsidiary" means any Subsidiary which owns a
Principal Property excluding, however, any corporation the greater part of the
operating assets of which are located or the principal business of which is
carried on outside the United States of America. The term "Subsidiary" means any
corporation of which at least a majority of the outstanding stock having voting
power under ordinary circumstances to elect a majority of the board of directors
of said corporation shall at the time be owned by the Company or by the Company
and one or more Subsidiaries or by one or more Subsidiaries. (Section 101)
EVENTS OF DEFAULT
As to each series of Debt Securities, an Event of Default is defined in the
Indenture as being: default in payment of any interest or any sinking fund
payment on such series which continues for 30 days; default in payment of any
principal or premium, if any, on such series; default after written notice in
performance of any other covenant in the Indenture (other than a covenant
included solely for the benefit of Debt Securities of another series) which
continues for 90 days; certain events in bankruptcy, insolvency or
reorganization; or other Events of Default specified in or pursuant to a Board
Resolution or in a supplemental indenture. The Indenture provides that the
Trustee may withhold notice to the holders of Debt Securities of such series of
any default (except in payment of principal of or interest, if any, or premium,
if any, on such series or in payment of any sinking fund installment on such
series) if the Trustee considers it in the interest of such holders to do so.
(Sections 501 and 602)
In case an Event of Default shall occur and be continuing with respect to
the Debt Securities of any series, the Trustee or the holders of not less than
25% in aggregate principal amount of the Debt Securities then outstanding of
that series may declare the principal of the Debt Securities of such series (or,
if the Debt Securities of that series were issued as discounted Debt Securities,
such portion of the principal as may be specified in the terms of that series)
to be due and payable. Any Event of Default with respect to the Debt
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Securities of any series (except defaults in payment of principal or premium, if
any, or interest, if any, on the Debt Securities of such series) may be waived
by the holders of a majority in aggregate principal amount of the Debt
Securities of that series then outstanding. (Sections 502 and 513)
Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default shall occur and be continuing, the Trustee
is under no obligation to exercise any of the rights or powers under the
Indenture at the request, order or direction of any of the holders of Debt
Securities, unless such holders shall have offered to the Trustee reasonable
security or indemnity. (Section 603) Subject to such provisions for the
indemnification of the Trustee and certain limitations contained in the
Indenture, the holders of a majority in principal amount of the Debt Securities
of any series then outstanding shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee, with respect to the
Debt Securities of such series. (Sections 512 and 603) The Company is required
annually to deliver to the Trustee an officers' certificate stating whether or
not the signers have knowledge of any default in performance by the Company of
the covenants described above. (Section 1007)
DEFEASANCE
The Indenture provides that the Company, at its option, (a) will be
discharged from any and all obligations with respect to any series of Debt
Securities (except for certain obligations which include registering the
transfer or exchange of the Debt Securities, replacing stolen, lost or mutilated
Debt Securities, maintaining payment agencies and holding monies for payment in
trust) or (b) need not comply with certain restrictive covenants of the
Indenture as to any series of Debt Securities (as described above under "Certain
Covenants of the Company--Limitation on Liens", "Limitation on Sale and
Leaseback Transactions" and the last sentence of "Restrictions Upon Merger and
Sales of Assets"), in each case upon the deposit with the Trustee (and in the
case of a discharge 91 days after such deposit), in trust, of money, or U.S.
Government Obligations, or a combination thereof, which, through the payment of
interest thereon and principal thereof in accordance with their terms, will
provide money, in an amount sufficient to pay all the principal (including any
mandatory sinking fund payments, if any) of, and interest, if any, on the Debt
Securities of such series on the dates such payments are due in accordance with
the terms of such Debt Securities to their stated maturities or to and including
a redemption date which has been irrevocably designated by the Company for
redemption of such Debt Securities. To exercise any such option, the Company is
required to meet certain conditions, including delivering to the Trustee an
opinion of counsel to the effect that the deposit and related defeasance would
not cause the holders of the Debt Securities to recognize income, gain or loss
for Federal income tax purposes and, in the case of a discharge pursuant to
clause (a), accompanied by a ruling of the United States Internal Revenue
Service ("IRS") to such effect or an opinion of counsel to such effect based
upon a ruling of the IRS. (Sections 403 and 1006)
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of not less than 66 2/3% in principal amount of
the outstanding Debt Securities of all series affected by such
modification(voting as one class), to modify the Indenture or the rights of the
holders of the Debt Securities, except that no such modification shall, without
the consent of the holder of each Debt Security so affected, (i) change the
maturity of any Debt Security, or reduce the rate or extend the time of payment
of interest thereon, or reduce the principal amount thereof (including, in the
case of a discounted Debt Security, the amount payable thereon in the event of
acceleration) or any redemption premium thereon, or change the place or medium
of payment of such Debt Security, or impair the right of any holder to institute
suit for payment thereof or (ii) reduce the percentage of Debt Securities, the
consent of the holders of which is required for any such modification or for
certain waivers under the Indenture. (Section 902)
CONCERNING THE TRUSTEE
The Company may from time to time maintain lines of credit and have other
customary banking relationships with the Trustee and its affiliated banks.
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PLAN OF DISTRIBUTION
The Company may sell the Debt Securities to which this Prospectus relates
to or for resale to the public through one or more underwriters, acting alone or
in underwriting syndicates led by one or more managing underwriters, and also
may sell such Debt Securities directly to other purchasers or dealers or through
agents.
The distribution of Debt Securities may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed from
time to time, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices. Each Prospectus
Supplement will describe the method of distribution of the Offered Debt
Securities.
In connection with the sale of Debt Securities, such underwriters, dealers
and agents may receive compensation from the Company, or from purchasers of Debt
Securities for whom they may act as agents, in the form of discounts,
concessions or commissions. Underwriters, dealers and agents that participate in
the distribution of Debt Securities and, in certain cases, direct purchasers
from the Company, may be deemed to be "underwriters" and any discounts or
commissions received by them and any profit on the resale of Debt Securities by
them may be deemed to be underwriting discounts and commissions under the
Securities Act. Any such underwriters, dealers or agents will be identified and
any such compensation will be described in the Prospectus Supplement.
Under agreements which may be entered into by the Company, underwriters,
dealers and agents who participate in the distribution of Debt Securities may be
entitled to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act. The place and time of delivery
for Offered Debt Securities in respect of which this Prospectus is delivered are
set forth in the accompanying Prospectus Supplement.
LEGAL MATTERS
Certain legal matters with respect to the Debt Securities will be passed
upon for the Company by Patricia Nachtigal, Vice President and General Counsel
of the Company, and for the underwriters, dealers or other agents, if any, by
Simpson Thacher & Bartlett (a partnership which includes professional
corporations), 425 Lexington Avenue, New York, New York 10017. Simpson Thacher &
Bartlett renders legal services to the Company on a regular basis.
EXPERTS
The financial statements incorporated in this Prospectus by reference to
Ingersoll-Rand Company's Annual Report on Form 10-K for the year ended December
31, 1994 and the audited financial statements of Clark included in the Company's
Current Report on Form 8-K dated June 5, 1995, as amended, have been so
incorporated in reliance on the reports of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the Registrant's expenses in connection with
the issuance of the securities being registered. Except for the registration
fee, the amounts listed below are estimates.
Registration Fee -- Securities and Exchange Commission............................ $258,621
Printing of Registration Statement, Prospectus, Indenture, etc. .................. 15,000
Printing and Engraving of Certificates............................................ 5,000
Blue Sky Fees..................................................................... 20,000
Rating Agency Fees................................................................ 193,000
Accountants' Fees and Expenses.................................................... 40,000
Legal Fees and Expenses........................................................... 70,000
Fees and Expenses of Trustee...................................................... 20,000
Miscellaneous..................................................................... 3,379
--------
Total................................................................... $625,000
========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Seventh of the Company's Restated Certificate of Incorporation, as
amended, provides that, to the fullest extent permitted by the laws of the State
of New Jersey, directors and officers of the Company shall not be personally
liable to the Company or its shareholders for damages for breach of any duty
owed to the Company or its shareholders, except that no such director or officer
shall be relieved from liability for any breach of duty based upon an act or
omission (i) in breach of such person's duty of loyalty to the Company or its
shareholders, (ii) not in good faith or involving a knowing violation of law or
(iii) resulting in receipt by such person of an improper personal benefit.
Article Seventh also provides that each person who was or is made a party
or is threatened to be made a party to or is involved in any pending, threatened
or completed civil, criminal, administrative or arbitrative action, suit or
proceeding, by reason of his or her being or having been a director or officer
of the Company, or by reason of his or her being or having been a director,
officer, trustee, employee or agent of any other corporation or of any
partnership, joint venture, employee benefit plan or other entity or enterprise,
serving as such at the request of the Company, shall be indemnified and held
harmless by the Company to the fullest extent permitted by the New Jersey
Business Corporation Act (the "Act"), from and against all reasonable costs,
disbursements and attorneys' fees, and all amounts paid or incurred in
satisfaction of settlements, judgments, fines and penalties, incurred or
suffered in connection with any such proceeding, and such indemnification shall
continue as to a person who has ceased to be a director, officer, trustee,
employee or agent and shall inure to the benefit of his or her heirs, executors,
administrators and assigns; provided, however, that there shall be no
indemnification with respect to any settlement of any proceeding unless the
Company has given its prior consent to such settlement or disposition. This
right to indemnification includes the right to be paid by the Company the
expenses incurred in connection with any proceeding in advance of the final
disposition of such proceeding as authorized by the Board of Directors;
provided, however, that, if the Act so requires, the payment of such expenses
shall be made only upon receipt by the Company of an undertaking to repay all
amounts so advanced unless it shall ultimately be determined that such director
or officer is entitled to be indemnified.
Article Seventh also provides that the right to indemnification thereunder
is a contract right and gives claimants certain rights with respect to claims
for indemnification not paid by the Company after 30 days following a written
request. Finally, Article Seventh provides that the right to indemnification and
advancement of expenses provided thereby shall not exclude or be exclusive of
any other rights to which any person may be entitled under a certificate of
incorporation, by-law, agreement, vote of shareholders or otherwise.
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Sections 1 and 2 of Article IX of the Company's By-Laws also provide directors
and officers with certain rights to indemnity that are substantially similar to
the foregoing provisions of Article Seventh.
Section 14A: 3-5 of the Act provides that no indemnification shall be made
if such person shall have been adjudged liable for negligence or misconduct
unless the court in which such proceeding was brought determines upon
application that the defendant, officers or directors are fairly and reasonably
entitled to indemnity for such expenses despite such adjudication of liability.
In any case, a corporation must indemnify an officer or director against
expenses (including attorney's fees) to the extent that he has been successful
on the merits or otherwise or in defense of any claim or issue.
The Company has a liability insurance policy in effect which covers certain
claims against any officer or director of the Company by reason of certain
breaches of duty, neglect, errors or omissions committed by such person in his
capacity as an officer or director.
ITEM 16. EXHIBITS.
1.1 -- Form of Underwriting Agreement Standard Provisions.
*4.1 -- Indenture between Ingersoll-Rand Company and The Bank of New York (Exhibit 4.1
in Registrant's Form S-3 Registration Statement No. 33-39474).
*4.2 -- First Supplemental Indenture (Exhibit 4.2 in Registrant's Form S-3 Registration
Statement No. 33-39474).
*4.4 -- Second Supplemental Indenture (Exhibit 4.3 in Registrant's Form S-3
Registration Statement No. 33-39474).
*4.5 -- Form of Debt Securities (included in Exhibit 4.1).
5 -- Opinion and Consent of Patricia Nachtigal, Esq., Vice President and General
Counsel.
*12 -- Computations of Ratios of Earnings to Fixed Charges (Exhibit 12 in Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1994 and the
Current Report on Form 8-K dated June 5, 1995, as amended).
23.1 -- Consent of Patricia Nachtigal, Esq. (included in Exhibit 5).
23.2 -- Consent of Independent Accountants.
24 -- Powers of Attorney.
25 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The
Bank of New York.
- ---------------
* Incorporated herein by reference as indicated.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (i) and (ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Registrant pursuant to
Section 13 or
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Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement;
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering;
(4) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's Annual Report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(5) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective; and
(6) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions specified in Item 15 of this Registration
Statement or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in said Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act, and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Woodcliff Lake, New Jersey, on the 15th day of June, 1995.
INGERSOLL-RAND COMPANY
By /s/ JAMES E. PERRELLA
------------------------------------
(James E. Perrella)
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on June 15, 1995.
SIGNATURE TITLE
- --------------------------------------------- --------------------------------------------
/s/ JAMES E. PERRELLA Chairman of the Board, President, Chief
- --------------------------------------------- Executive Officer and Director (Principal
(James E. Perrella) Executive Officer)
/s/ THOMAS F. MCBRIDE Senior Vice President and Chief Financial
- --------------------------------------------- Officer (Principal Financial Officer)
(Thomas F. McBride)
/s/ RICHARD A. SPOHN Controller -- Accounting and Reporting
- --------------------------------------------- (Principal Accounting Officer)
(Richard A. Spohn)
DONALD J. BAINTON* Director
- ---------------------------------------------
(Donald J. Bainton)
THEODORE H. BLACK* Director
- ---------------------------------------------
(Theodore H. Black)
BRENDAN T. BYRNE* Director
- ---------------------------------------------
(Brendan T. Byrne)
JOSEPH P. FLANNERY* Director
- ---------------------------------------------
(Joseph P. Flannery)
CONSTANCE J. HORNER* Director
- ---------------------------------------------
(Constance J. Horner)
H. WILLIAM LICHTENBERGER* Director
- ---------------------------------------------
(H. William Lichtenberger)
II-4
18
SIGNATURE TITLE
- --------------------------------------------- --------------------------------------------
ALEXANDER H. MASSAD* Director
- ---------------------------------------------
(Alexander H. Massad)
JOHN E. PHIPPS* Director
- ---------------------------------------------
(John E. Phipps)
CEDRIC E. RITCHIE* Director
- ---------------------------------------------
(Cedric E. Ritchie)
ORIN R. SMITH* Director
- ---------------------------------------------
(Orin R. Smith)
RICHARD W. SWIFT* Director
- ---------------------------------------------
(Richard W. Swift)
*By: /s/ THOMAS F. MCBRIDE
-------------------------------------------
(Thomas F. McBride),
Attorney-in-Fact
II-5
19
EXHIBIT INDEX
1.1 -- Form of Underwriting Agreement Standard Provisions
*4.1 -- Indenture between Ingersoll-Rand Company and The Bank of New York (Exhibit 4.1 in
Registrant's Form S-3 Registration Statement No. 33-39474)
*4.2 -- First Supplemental Indenture (Exhibit 4.2 in Registrant's Form S-3 Registration
Statement No. 33-39474)
*4.3 -- Second Supplemental Indenture (Exhibit 4.3 in Registrant's Form S-3 Registration
Statement No. 33-39474)
*4.4 -- Form of Debt Securities (included in Exhibit 4.1)
5 -- Opinion and Consent of Patricia Nachtigal, Esq., Vice President and General Counsel
*12 -- Computations of Ratios of Earnings to Fixed Charges (Exhibit 12 in Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1994 and the
Current Report on Form 8-K dated June 5, 1995, as amended)
23.1 -- Consent of Patricia Nachtigal, Esq. (included in Exhibit 5)
23.2 -- Consent of Independent Accountants
24 -- Powers of Attorney
25 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank
of New York
- ---------------
* Incorporated herein by reference as indicated.