-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, cyEBRNkyoSQ7seIwYzwb0YurLfrUsas8AovCeFTfriEkWycpE4hkyWQatmwkSlyd g6JYD1PT6qMqceAUlcrI2A== 0000050485-95-000018.txt : 199506300000050485-95-000018.hdr.sgml : 19950630 ACCESSION NUMBER: 0000050485-95-000018 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950629 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: INGERSOLL RAND CO CENTRAL INDEX KEY: 0000050485 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT [3560] IRS NUMBER: 135156640 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00985 FILM NUMBER: 95550899 BUSINESS ADDRESS: STREET 1: 200 CHESTNUT RIDGE RD CITY: WOODCLIFF LAKE STATE: NJ ZIP: 07675 BUSINESS PHONE: 2015730123 MAIL ADDRESS: STREET 1: 200 CHESTNUT RIDGE ROAD CITY: WOODCLIFF LAKE STATE: NJ ZIP: 07675 11-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM ll-K X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1994 or TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number A. Full title of the plan and address of the plan, if different from that of the issuer named below: INGERSOLL-RAND COMPANY SAVINGS AND STOCK INVESTMENT PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Ingersoll-Rand Company P. O. Box 8738 Woodcliff Lake, New Jersey 07675 1 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Benefits Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Ingersoll-Rand Company Savings and Stock Investment Plan (Registrant) Date June 29, 1995 By /S/Donald H. Rice Donald H. Rice Benefits Committee Chairman 2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (Post-Effective Amendment No. 5 to No. 2-64708) of Ingersoll-Rand Company of our report dated June 22, 1995 appearing on page 5 of this Form 11-K. /S/ Price Waterhouse LLP PRICE WATERHOUSE LLP Morristown, NJ June 29, 1995 3 INGERSOLL-RAND COMPANY SAVINGS AND STOCK INVESTMENT PLAN INDEX TO FINANCIAL STATEMENTS Page Report of independent accountants 5 Statement of financial condition at December 31, 1994 and 1993: Combined Plan Summary 6 Fixed Income Fund 7 Mutual Fund 8 Company Stock Fund 9 Loan Fund 10 Statement of income and changes in plan/fund equity for the years ended December 31, 1994 and 1993: Combined Plan Summary 6 Fixed Income Fund 7 Mutual Fund 8 Company Stock Fund 9 Loan Fund 10 Notes to financial statements 11-19 4 Report of Independent Accountants To the Benefits Committee and Participants of the Ingersoll-Rand Company Savings and Stock Investment Plan In our opinion, the financial statements listed in the accompanying index present fairly, in all material respects, the financial position of the Ingersoll-Rand Company Savings and Stock Investment Plan at December 31, 1994 and 1993, and the results of its operations and the changes in its plan equity for the years then ended, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Benefits Committee; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by the Benefits Committee, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. /S/ Price Waterhouse LLP PRICE WATERHOUSE LLP Morristown, New Jersey June 22, 1995 5 INGERSOLL-RAND COMPANY SAVINGS AND STOCK INVESTMENT PLAN COMBINED PLAN SUMMARY STATEMENT OF FINANCIAL CONDITION December 31 1994 1993 Assets: Investments at current value: Combined Trust Fixed Income Fund $122,082,549 $121,192,704 Combined Trust Mutual Fund 82,721,898 80,256,130 Combined Trust Ingersoll-Rand Company Stock Fund 165,420,837 192,287,688 370,225,284 393,736,522 Participant loans receivable, net 20,154,381 16,829,263 Contributions receivable, net 3,921,394 3,611,743 Total assets 394,301,059 414,177,528 Plan equity $394,301,059 $414,177,528 STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY For the years ended December 31 1994 1993 Contributions: Participants $ 33,343,082 $ 32,162,069 Company 12,230,877 11,511,940 45,573,959 43,674,009 Income: Dividends and interest 12,999,366 13,631,187 Net (depreciation) appreciation of investments (33,331,145) 55,716,388 Net (loss) income (20,331,779) 69,347,575 Total 25,242,180 113,021,584 Participant withdrawals and distributions 44,998,657 45,809,609 Transfers (from) other funds, net (92,027) 0 Transfers to (from) other plans, net 212,019 (311,362) Net (decrease) increase in plan equity (19,876,469) 67,523,337 Plan equity at beginning of year 414,177,528 346,654,191 Plan equity at end of year $394,301,059 $414,177,528 See accompanying notes to financial statements.
6 INGERSOLL-RAND COMPANY SAVINGS AND STOCK INVESTMENT PLAN FIXED INCOME FUND STATEMENT OF FINANCIAL CONDITION December 31 1994 1993 Assets: Investments at current value: Combined Trust Fixed Income Fund $122,082,549 $121,192,704 Contributions receivable, net 1,475,511 1,403,395 Total assets 123,558,060 122,596,099 Fund equity $123,558,060 $122,596,099 STATEMENT OF INCOME AND CHANGES IN FUND EQUITY For the years ended December 31 1994 1993 Contributions: Participants $16,954,123 $ 17,266,615 Income: Interest 7,770,184 8,048,111 Net income 7,770,184 8,048,111 Transfers (to) other funds, net (5,966,227) (581,248) Total 18,758,080 24,733,478 Participant withdrawals and distributions 17,798,977 18,440,086 Transfers (from) other plans, net (2,858) (135,844) Net increase in fund equity 961,961 6,429,236 Fund equity at beginning of year 122,596,099 116,166,863 Fund equity at end of year $123,558,060 $122,596,099 See accompanying notes to financial statements.
7 INGERSOLL-RAND COMPANY SAVINGS AND STOCK INVESTMENT PLAN MUTUAL FUND STATEMENT OF FINANCIAL CONDITION December 31 1994 1993 Assets: Investments at current value: Combined Trust Mutual Fund $82,721,898 $80,256,130 Contributions receivable, net 990,683 1,032,739 Total assets 83,712,581 81,288,869 Fund equity $83,712,581 $81,288,869 STATEMENT OF INCOME AND CHANGES IN FUND EQUITY For the years ended December 31 1994 1993 Contributions from participants $12,111,653 $10,848,533 Income: Dividends and interest 3,759,251 4,837,730 Net (depreciation) appreciation of investments (3,464,344) 5,115,439 Net income 294,907 9,953,169 Transfers (to) from other funds, net (1,792,330) 6,292,084 Total 10,614,230 27,093,786 Participant withdrawals and distributions 8,021,457 6,688,769 Transfers to (from) other plans, net 169,061 (107,766) Net increase in fund equity 2,423,712 20,512,783 Fund equity at beginning of year 81,288,869 60,776,086 Fund equity at end of year $83,712,581 $81,288,869 See accompanying notes to financial statements.
8 INGERSOLL-RAND COMPANY SAVINGS AND STOCK INVESTMENT PLAN COMPANY STOCK FUND STATEMENT OF FINANCIAL CONDITION December 31 1994 1993 Assets: Investments at current value: Combined Trust Ingersoll-Rand Company Stock Fund $165,420,837 $192,287,688 Contributions receivable, net 1,455,200 1,175,609 Total assets 166,876,037 193,463,297 Fund equity $166,876,037 $193,463,297 STATEMENT OF INCOME AND CHANGES IN FUND EQUITY For the years ended December 31 1994 1993 Contributions: Participants $ 4,277,306 $ 4,046,921 Company 12,230,877 11,511,940 16,508,183 15,558,861 Income: Net (depreciation) appreciation of investments (29,866,801) 50,600,949 Net income (29,866,801) 50,600,949 Transfers from (to) other funds, net 5,231,898 (6,071,293) Total (8,126,720) 60,088,517 Participant withdrawals and distributions 18,414,889 19,854,396 Transfers to (from) other plans, net 45,651 (55,561) Net (decrease) increase in fund equity (26,587,260) 40,289,682 Fund equity at beginning of year 193,463,297 153,173,615 Fund equity at end of year $166,876,037 $193,463,297 See accompanying notes to financial statements.
9 INGERSOLL-RAND COMPANY SAVINGS AND STOCK INVESTMENT PLAN LOAN FUND STATEMENT OF FINANCIAL CONDITION December 31 1994 1993 Participant loans receivable, net $20,154,381 $16,829,263 Fund equity $20,154,381 $16,829,263 STATEMENT OF INCOME AND CHANGES IN FUND EQUITY For the years ended December 31 1994 1993 Transfers from other funds for loans $12,233,700 $ 9,500,000 Interest income from loans 1,469,931 745,346 13,703,631 10,245,346 Transfers to other funds for repayments 9,615,014 9,139,543 Transfers to (from) other plans, net 165 (12,191) Participant distributions 763,334 826,358 Net increase in fund equity 3,325,118 291,636 Fund equity at beginning of year 16,829,263 16,537,627 Fund equity at end of year $20,154,381 $16,829,263 See accompanying notes to financial statements.
10 INGERSOLL-RAND COMPANY SAVINGS AND STOCK INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS NOTE 1 - DESCRIPTION OF THE PLAN: The following brief description of the Ingersoll-Rand Company Savings and Stock Investment Plan (plan) is for general information purposes. Participants should refer to the plan document for more complete information. The Ingersoll-Rand Company (company) adopted the plan for eligible employees of participating locations. Members of collective bargaining units may not participate in the plan, unless provided for in their collective bargaining agreement. Eligible employees may participate the first day of the month following 30 calendar days of employment. Participants may contribute as basic contributions one to six percent (in whole percentages) of their compensation through payroll deductions. Participants contributing six percent of compensation may contribute an additional one to eight percent of compensation as supplemental contributions. Only basic contributions receive company matching contributions. Participants may use before or after-tax dollars for part or all of their contributions. Contributions are subject to varying limitations to ensure compliance with Internal Revenue Code requirements. Participants may change their contribution amounts at any time effective the first day of the following payroll period by contacting the recordkeeper through its benefits information line (BIL). The plan assets are held in the Combined Investment Trust (Combined Trust), together with assets from other participating plans. Participants may invest their contributions, in multiples of one percent, in one or more of the following funds: o Fixed Income Fund - A fund that invests in securities and debt that produce a fixed rate of return. Investments may include United States government securities, corporate bonds, notes, debentures, convertible securities, preferred stocks, investment funds or investment contracts. o Mutual Fund - Participants may select the following Fidelity Mutual Funds: Fidelity Fund, Growth and Income Portfolio, U.S. Equity Index Portfolio, and Magellan Fund. 11 INGERSOLL-RAND COMPANY SAVINGS AND STOCK INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS o Company Stock Fund - A mutual fund consisting primarily of the company's common stock. This fund limits participant investment to 50% of current contributions or account balance on transfers. Each fund reinvests its income in that fund. The company matches basic contributions at a rate determined annually by the company's board of directors. For 1994 and 1993, the match was set at 50 percent of basic contributions. The plan requires that company contributions be at least 25 percent, but no more than 100 percent of participants' basic contributions. Participant contributions are always 100 percent vested. Company contributions vest on a seven-year, graded-vesting schedule. Employees are 20 percent vested after completing three years of service. The vested percentage then increases in increments of 20 percent per year until fully vested after seven years of service. All company contributions become 100 percent vested if the participant's employment terminates due to disability, retirement or death. On any business day, participants may change their allocation of future contributions and transfer prior contributions between funds. Transfers of prior contributions are in whole percentages or dollars (with a $250 minimum). Participants have several options that permit access to their contributions, earnings and certain vested company contributions. These options are subject to certain rules and restrictions. Plan distributions may be in the form of a lump sum, installments over a maximum of five years or in such other manner that the Benefits Committee may permit. The Benefits Committee, appointed by the company's board of directors, manages the plan. The Finance Committee of the company's board of directors establishes the plan's investment policies. The company intends to continue the plan indefinitely. However, the company retains the right to discontinue the plan. If the company discontinues the plan, all participant account balances become fully vested at the termination date. 12 INGERSOLL-RAND COMPANY SAVINGS AND STOCK INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: The plan follows the accrual method of accounting. Effective October 1, 1994, Chase Manhattan Bank, NA (Chase) and Coopers & Lybrand LLP replaced Fidelity Investment Institutional Operations Company as trustee and recordkeeper, respectively. Valuation of Investments: Plan assets are part of the Combined Trust, which provides unified investment management. Chase (trustee) invests the plan assets in the various Combined Trust investment funds. Separate participant accounts are maintained by investment fund. These accounts record contributions, withdrawals, transfers, earnings and changes in market value. The insurance company guaranteed interest contracts and the Putnam Guaranteed Horizon Accounts are recorded at their respective contract value. Contract value approximates current value assuming the trust holds the investment until maturity. Contract value equals principal plus cumulative interest earned, reduced by distributions. The Chase Domestic Liquidity Fund and the Fidelity Retirement Money Market Portfolio contain short-term debt, including commercial paper, bank certificates of deposit and collateralized repurchase agreements. Repurchase agreements are secured by such instruments. Rates of return on the money-market funds vary with the instruments purchased and changes in short-term interest rates. The financial statements report investments in the Mutual Fund and the Company Stock Fund at current value based on published market quotations. Security Transactions and Investment Income: Realized gains or losses on security transactions are recorded on trade date. Realized gains or losses are the difference between the proceeds received and the participant's average unit cost. 13 INGERSOLL-RAND COMPANY SAVINGS AND STOCK INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS Dividend income is recorded on the ex-dividend date and interest income is recorded when earned. The statement of income and changes in plan/fund equity includes unrealized appreciation or depreciation in accordance with the policy of stating investments at current value. Contributions: Participant and company matching contributions are made to the Combined Trust within five working days after the end of the month. Participant contributions for each fund are based on the participants' investment decisions. The company matching contributions are made to the Company Stock Fund in cash or common stock. Forfeitures: Forfeitures of nonvested company contributions occur when participants are terminated. Forfeitures of $775,550 in 1994 and $777,301 in 1993 were used to reduce future company contributions. Expenses of the Plan: Most expenses for the administration of the plan and the Combined Trust are paid for by the company. Expenses of the funds related to the investment and reinvestment of assets are included in the cost of the related investments. Benefit obligations: Employee distributions to terminated employees are recorded in each fund's financial statements, when paid. The approved and unpaid amounts were $1,580,622 and $219,707 at December 31, 1994 and 1993, respectively. These amounts are reflected as liabilities on the plan's Form 5500. Recently issued financial accounting standards: The American Institute of Certified Public Accountants has issued SOP 94-4 "Reporting of Investment Contracts Held by Health and Welfare Benefit Plans and Defined Contribution Pension Plans" (SOP), which generally requires that investment contracts should be recorded at fair value instead of contract value. This SOP is effective for financial statements beginning after December 15, 1994, except that the application to investment contracts 14 INGERSOLL-RAND COMPANY SAVINGS AND STOCK INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS entered into before December 31, 1993, is delayed to plan years beginning after December 15, 1995. Had the SOP been adopted, the effect would have been immaterial. NOTE 3 - FIXED INCOME FUND: Investments in the Fixed Income Fund at December 31 were as follows: 1994 1993 Benefit accumulation contracts with Aetna Life Insurance Company $ 0 $ 14,711,197 Group annuity contracts with: The Travelers Companies 4,179,665 3,920,135 Hartford Life Insurance Company 3,537,641 3,243,161 Putnam Guaranteed Horizon Accounts 134,335,405 121,719,040 Fidelity Retirement Money- Market Portfolio 0 17,339,721 Chase Domestic Liquidity Fund 25,338,550 0 Chase Cash Account 53,338 0 Total Combined Trust Fixed Income Fund 167,444,599 160,933,254 Less: Other Plans 45,362,050 39,740,550 Plan Investment in Fixed Income Fund $122,082,549 $121,192,704
On December 5, 1994, a $14.7 million benefit accumulation contract with Aetna matured. The trustee transferred the funds to the Chase Domestic Liquidity Fund. On December 14, 1993, a 9.3 million benefit accumulation contract with Aetna matured. The Trustee transferred the funds to the Fidelity Retirement Money Market Portfolio. The Travelers Companies' group annuity contract establishes a new interest rate every December, when the contract renews. The new rate applies to all funds held in the group annuity contract during the next plan year. The interest rate was 6.4% for 1994 and is set at 5.95% for 1995. The contract has no final maturity date and ends upon written notice. On December 31, 1994, a $3.5 million group annuity contract with the Hartford Life Insurance Company matured. The trustee transferred the funds to the Chase Domestic Liquidity Fund on January 3, 1995. 15 INGERSOLL-RAND COMPANY SAVINGS AND STOCK INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS Certain assets of the plan are invested in Putnam Guaranteed Horizon accounts. Putnam Fiduciary Trust Company manages these accounts and provides a guaranteed annual rate of return and specific distributions through the maturity of the account. At December 31, 1994, the annual rate of return and maturity dates were as follows: Amount Interest Rate Maturity Date $ 10,353,015 8.09% February 15, 1996 10,050,557 8.21% May 15, 1996 18,142,529 4.70% November 15, 1996 15,212,846 6.12% May 15, 1997 22,614,222 7.63% December 22, 1997 20,199,300 5.63% February 15, 1998 37,762,936 6.41% November 15, 1999 $134,335,405
The Chase Domestic Liquidity Fund reported an annualized rate of return of 5.14% for the three months ending December 31, 1994. The Fidelity Retirement Money Market Portfolio reported an annualized rate of return of 3.71% for the nine months ending September 30, 1994 and a 2.99% annual rate of return for 1993. 16 INGERSOLL-RAND COMPANY SAVINGS AND STOCK INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS NOTE 4 - MUTUAL FUND: Participants in the Mutual Fund may invest in the Fidelity Fund, Growth and Income Portfolio, U.S. Equity Index Portfolio and Magellan Fund. Each fund consists of a portfolio of common stocks or other securities based on the fund's investment objective. Prospectuses are available from the Fidelity Management Trust Company. Investments in the Mutual Fund at December 31 were as follows: 1994 1993 Fidelity Fund $ 5,257,312 $ 4,132,465 Growth and Income Portfolio 25,207,138 22,079,073 U.S. Equity Index Portfolio 42,195,285 45,590,187 Magellan Fund 35,882,913 31,327,038 Total Combined Trust Mutual Fund 108,542,648 103,128,763 Less: Other Plans 25,820,750 22,872,633 Plan investment in Mutual Fund $82,721,898 $80,256,130
These funds cost $105,942,797 and $94,887,251 at December 31, 1994 and 1993, respectively. Net realized and unrealized (depreciation) or appreciation of investments for the years ended December 31, 1994 and 1993 was as follows: 1994 1993 Fidelity Fund $ (206,522) $ (24,150) Growth and Income Portfolio (1,279,974) 1,800,981 U.S. Equity Index Portfolio (912,415) 2,476,178 Magellan Fund (2,049,851) 2,146,258 Total Combined Trust Mutual Fund (4,448,762) 6,399,267 Less: Other plans (984,418) 1,283,828 Net plan (depreciation) appreciation $(3,464,344) $5,115,439
17 INGERSOLL-RAND COMPANY SAVINGS AND STOCK INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS NOTE 5 - COMPANY STOCK FUND: Investments in the Company Stock Fund at December 31 were as follows: 1994 1993 Ingersoll-Rand Company common stock $180,368,797 $211,944,551 Chase Liquidity Fund 1,763,309 0 Fidelity Separate U.S. Government Reserves Portfolio 0 1,462,125 Total Combined Trust Ingersoll-Rand Company Stock Fund 182,132,106 213,406,676 Less: Other plans 16,711,269 21,118,988 Plan investment in Ingersoll-Rand Company Stock Fund $165,420,837 $192,287,688
The Company Stock Fund investment in company common stock at December 31, 1994 and 1993, included 5,727,782 shares and 5,541,034 shares, respectively. At December 31, 1994 and 1993, these shares cost $116,759,698 and $103,917,832, respectively. Net realized and unrealized (depreciation) or appreciation of investments for the years ended December 31, 1994 and 1993 was as follows: 1994 1993 Combined Investment Trust $(33,005,910) $56,158,664 Less: Other plans (3,139,109) 5,557,715 Net plan (depreciation) appreciation $(29,866,801) $50,600,949
18 INGERSOLL-RAND COMPANY SAVINGS AND STOCK INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS NOTE 6 - LOAN FUND: The plan allows participants to borrow from their vested account balances subject to certain limits. Loans are withdrawn from the participants' accounts in a sequence outlined in the plan. The Benefits Committee establishes the loan interest rate and reviews the rate quarterly. In 1994, the interest rate on new loans was 8%. The interest rate on new loans in 1993 ranged from 8% to 9%.Interest charges begin 60 days after the initial loan date. Loans are repaid in equal installments through payroll deductions over a maximum of five years. Loan repayments consist of interest and principal, and are reinvested according to the participant's current investment elections. If a participant terminates employment with the company, any outstanding loan balance is considered a distribution. NOTE 7 - FEDERAL INCOME TAXES: In June 1991, a favorable determination letter was received from the Internal Revenue Service indicating that the plan documentation satisfied the requirements for tax qualification under Section 401(a) of the Internal Revenue Code. The trust established for the plan is exempt from federal income tax under Section 501(a) of the Internal Revenue Code. Filing for certain amendments is pending. The company believes the plan complies with Section 401(a); therefore, the financial statements do not provide for income taxes. Employees defer taxes on income earned, company contributions and contributions made under the salary deferral feature. Taxes on employee distributions depend on the form and amount of such payment. NOTE 8 - TRANSFERS (FROM) TO OTHER PLANS: Transfers to (from) the Ingersoll-Dresser Pump Company Savings and Investment Plan were $212,019 and ($311,362) in 1994 and 1993, respectively. There were no other plan to plan transfers. 19 -----END PRIVACY-ENHANCED MESSAGE-----