-----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, esDcrTR8NVVaojg2pwE9MdvBt0hcx0Oqyz1aFmQjFbfzB2EWlRoWbUY1GrA6Zm1a VxkG29Z7krm8ai6Ttaxi5g== 0000950112-95-001576.txt : 19950607 0000950112-95-001576.hdr.sgml : 19950607 ACCESSION NUMBER: 0000950112-95-001576 CONFORMED SUBMISSION TYPE: 424B5 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950606 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: 424B5 SEC ACT: 1933 Act SEC FILE NUMBER: 033-53811 FILM NUMBER: 95545283 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 424B5 1 INGERSOLL-RAND COMPANY Filed Pursuant to Rule 424(b)(5) Registration No. 33-53811 PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED JUNE 30, 1994) $150,000,000 INGERSOLL-RAND COMPANY 6.48% DEBENTURES DUE JUNE 1, 2025 The Debentures will mature on June 1, 2025. Interest on the Debentures is payable semiannually on each June 1 and December 1, commencing on December 1, 1995. The Debentures may be repaid in whole or in part at the option of the Holder thereof on June 1, 2005 (the "Repayment Date"), at their principal amount plus accrued interest to the Repayment Date. See "Description of Debentures -- Repayment at Option of Holder." The Debentures will be represented by one or more global certificates (the "Global Securities") registered in the name of a nominee of The Depository Trust Company, as Depositary (the "Depositary"). Beneficial interests in the Debentures will be shown on, and transfers thereof will be effected only through, records maintained by the participants of the Depositary. Except as described in the Prospectus, Debentures in certificated form will not be issued in exchange for the Global Securities. ------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
PRICE TO UNDERWRITING PROCEEDS TO PUBLIC (1) DISCOUNT (2) COMPANY (1)(3) Per Debenture..................... 99.969% .65% 99.319% Total............................. $149,953,500 $975,000 $148,978,500
(1) Plus accrued interest from June 1, 1995 to the date of delivery. (2) The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. See "Underwriting." (3) Before deduction of expenses payable by the Company estimated at $100,000. ------------------- The Debentures are offered subject to receipt and acceptance by the Underwriters, to prior sale and to the Underwriters' right to reject any order in whole or in part and to withdraw, cancel or modify the offer without notice. It is expected that delivery of the Global Securities will be made through the book-entry facilities of The Depository Trust Company on or about June 9, 1995. ------------------- MERRILL LYNCH & CO. CHASE SECURITIES, INC. J.P. MORGAN SECURITIES INC. UBS SECURITIES, INC. ------------------- The date of this Prospectus Supplement is June 5, 1995. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE DEBENTURES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. ------------------- USE OF PROCEEDS The net proceeds to be received by Ingersoll-Rand Company (the "Company" or "Ingersoll-Rand") from the sale of the Debentures offered hereby (the "Debentures") will be used to repay a portion of bank indebtedness incurred in connection with the acquisition of Clark Equipment Company ("Clark"). RECENT DEVELOPMENTS On May 31, 1995, the Company completed the acquisition of 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 subsidiary, Clark is one of the largest manufacturers of golf cars and light utility vehicles. For additional information on the Clark acquisition, see the Company's Current Report on Form 8-K dated June 5, 1995 (the "Form 8-K"). S-2 CAPITALIZATION The following table sets forth the capitalization of the Company and its consolidated subsidiaries as of March 31, 1995 and on a pro forma basis gives effect to the acquisition of Clark and the incurrence of indebtedness to fund the acquisition, including the issuance by the Company of the Debentures offered hereby and the additional issuance of $150 million principal amount of the Company's Debentures due 2025 offered simultaneously herewith.
PRO FORMA AFTER PRO FORMA AFTER DEBT HISTORICAL CLARK ACQUISITION OFFERINGS(1) ---------- ----------------- --------------- (THOUSANDS OF DOLLARS) Loans payable................................... $ 214,357 $ 330,122(2) $ 330,122(2) Long-term debt.................................. 318,226 1,390,854(2) 1,390,854(2) Noncurrent liabilities: Postemployment liabilities.................... 519,294 818,170 818,170 Ingersoll-Dresser Pump Company minority interest........................................ 159,589 159,589 159,589 Other liabilities............................. 51,604 153,270 153,270 Shareowners' equity: Common stock, $2 par value.................... 218,529 218,529 218,529 Capital in excess of par...................... 45,175 109,707(3) 109,707(3) Retained earnings............................. 1,430,404 1,430,404 1,430,404 ---------- ----------------- --------------- 1,694,108 1,758,640 1,758,640 Less: Treasury stock, at cost..................... (53,035) (9,814)(3) (9,814)(3) LESOP....................................... -- (71,766)(3) (71,766)(3) Foreign currency adjustments................ (36,364) (36,364) (36,364) ---------- ----------------- --------------- Total shareowners' equity................. 1,604,709 1,640,696 1,640,696 ---------- ----------------- --------------- Total................................... $2,867,779 $ 4,492,701 $ 4,492,701 ---------- ----------------- --------------- ---------- ----------------- ---------------
- ------------ (1) Does not include expenses in connection with the sale by the Company of the Debentures offered hereby, estimated to be $100,000. (2) On May 31, 1995, the Company completed the acquisition of Clark at a cost of approximately $1.5 billion, including transaction expenses. On May 31, 1995, the Company borrowed approximately $1.5 billion under its 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. The pro forma amounts in the capitalization table 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. (3) 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 the pro forma balance sheet. See "Selected Unaudited Pro Forma Financial Data." S-3 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" in the accompanying Prospectus.
THOUSANDS OF DOLLARS (EXCEPT PER SHARE DATA) ----------------------------------------------------- THREE MONTH PERIOD ENDED YEAR ENDED DECEMBER 31, MARCH 31, -------------------------------------- 1995 1994 1993 1992 ----------- ---------- ---------- ---------- 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) ----------- ---------- ---------- ---------- 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 ----------- ---------- ---------- ---------- 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 ----------- ---------- ---------- ---------- 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) ----------- ---------- ---------- ---------- Net earnings (loss)........................ $ 46,267 $ 211,140 $ 142,524 $ (234,406) ----------- ---------- ---------- ---------- ----------- ---------- ---------- ---------- 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) ----------- ---------- ---------- ---------- Net earnings (loss) per share............ $ 0.44 $ 2.00 $ 1.36 $ (2.25) ----------- ---------- ---------- ---------- ----------- ---------- ---------- ----------
S-4 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)
THOUSANDS OF DOLLARS (EXCEPT RATIO AND PER SHARE DATA) ------------------------------------------------------------------------------------------ THREE MONTH PERIOD ENDED MARCH 31, 1995 YEAR ENDED DECEMBER 31, 1994 --------------------------------------------- ------------------------------------------ INGERSOLL- CLARK INGERSOLL- INGERSOLL- CLARK INGERSOLL- RAND HISTORICAL AND RAND RAND HISTORICAL AND RAND HISTORICAL PRO FORMA PRO FORMA HISTORICAL PRO FORMA PRO FORMA AMOUNTS ADJUSTMENTS(2)(3) AMOUNTS AMOUNTS ADJUSTMENTS(2)(3) AMOUNTS ----------- ----------------- ----------- ----------- -------------- ----------- 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 ----------- -------- ----------- ----------- -------------- ----------- 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) ----------- -------- ----------- ----------- -------------- ----------- 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 ----------- -------- ----------- ----------- -------------- ----------- Earnings from continuing operations................. $ 46,267 $ 2,684 $ 48,951 $ 211,140 $ (12,395) $ 198,745 ----------- -------- ----------- ----------- -------------- ----------- ----------- -------- ----------- ----------- -------------- ----------- Earnings per common share from continuing operations................. $ 0.44 $ 0.02 $ 0.46 $ 2.00 $ (0.13) $ 1.87 ----------- -------- ----------- ----------- -------------- ----------- ----------- -------- ----------- ----------- -------------- ----------- 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
- ------------ (1) Reference is made to the Form 8-K for the discussion of assumptions used in preparing the pro forma presentation. (2) Pro forma adjustments include the Clark pro forma adjustments for Blaw Knox, Club Car and 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. S-5 PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
THOUSANDS OF DOLLARS MARCH 31, 1995 ---------------------------------------------------------- INGERSOLL-RAND CLARK HISTORICAL AND INGERSOLL-RAND HISTORICAL PRO FORMA PRO FORMA AMOUNTS ADJUSTMENTS AMOUNTS ---------------- -------------------- -------------- 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 ---------------- ----------- -------------- 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 ---------------- ----------- -------------- Total Assets....................... $3,798,613 $1,923,258 $5,721,871 ---------------- ----------- -------------- ---------------- ----------- -------------- 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 ---------------- ----------- -------------- 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 ---------------- ----------- -------------- Total liabilities.................. 2,193,904 1,887,271 4,081,175 ---------------- ----------- -------------- 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 ---------------- ----------- -------------- 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) ---------------- ----------- -------------- Shareowners' equity........................ 1,604,709 35,987 1,640,696 ---------------- ----------- -------------- Total liabilities and shareowners' equity........................... $3,798,613 $1,923,258 $5,721,871 ---------------- ----------- -------------- ---------------- ----------- --------------
- ------------ (1) On May 31, 1995, the Company completed the acquisition of Clark at a cost of approximately $1.5 billion, including transaction expenses. On May 31, 1995, the Company borrowed approximately $1.5 billion under its 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. 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 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 balance sheet. S-6 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 YEAR ENDED DECEMBER 31, (1) MARCH 31, ------------------------------------------ 1995 1994 1993 1992 1991 1990 - ------------ ---- ---- ---- ---- ---- 5.54(1) 5.45(1) 3.69(2) 2.45(3)(4) 3.42(3)(5) 3.89(3) - ------------ (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 DEBENTURES GENERAL The Debentures are to be issued under an Indenture dated August 1, 1986 (as supplemented, the "Indenture") between the Company and The Bank of New York, as trustee (the "Trustee"). Provisions of the Indenture are more fully described under "Description of Debt Securities" in the Prospectus to which reference is hereby made. The Debentures will mature on June 1, 2025. Interest on the Debentures will accrue from June 1, 1995 and will be payable semiannually, on each June 1 and December 1, beginning December 1, 1995, to the persons in whose names the Debentures are registered at the close of business on the May 15 or November 15 prior to the payment date at the annual rate set forth on the cover page of this Prospectus Supplement. Other than as described under the caption "Repayment at Option of Holder", the Debentures may not be redeemed prior to maturity and will not be subject to any sinking fund. The Debentures will be issued only in book-entry form through the facilities of the Depositary, and will be in denominations of $1,000 and integral multiples thereof. Transfers or exchanges of beneficial interests in Debentures in book-entry form may be effected only through a participating member of the Depositary. See "Global Securities" below. As described in the Prospectus, under certain circumstances Debentures may be issued in certificated form in exchange for the Global Securities. In the event that S-7 Debentures are issued in certificated form, such Debentures may be transferred or exchanged at the offices described in the immediately following paragraph. Payments on Debentures issued in book-entry form will be made to the Depositary. In the event Debentures are issued in certificated form, principal and interest, if any, will be payable, the transfer of the Debentures will be registrable, and Debentures will be exchangeable for Debentures bearing identical terms and provisions at the office of the Trustee in The City of New York designated for such purpose, provided that payment of interest may be made at the option of the Company by check mailed to the address of the person entitled thereto as shown on the Securities Register. The terms of the Debentures do not afford the holders special protection in the event of a highly leveraged transaction. REPAYMENT AT OPTION OF HOLDER The Debentures may be repaid in whole or in part in increments of $1,000 on June 1, 2005 (the "Repayment Date"), at the option of the Holder thereof, at a repayment price equal to 100% of the principal amount together with interest thereon payable to the Repayment Date (the "Repayment Amount"). If the Repayment Date is not a Business Day, the Company will pay the Repayment Amount for Debentures with respect to which it has received the required notice (as hereinafter described) on the next succeeding Business Day. In order for a Holder to be repaid, the Company must receive at the office of the Trustee's New York facility, at 101 Barclay Street, 21st Floor, New York, New York 10286, during the period from and including April 1, 2005 to and including May 1, 2005 or, if such is not a Business Day, the next succeeding Business Day (the "Election Period"), (i) a Debenture with the form entitled "Option to Elect Repayment" on the reverse side of the Debenture duly completed, or (ii) a facsimile transmission or letter from a member of a national securities exchange or the NASD or a commercial bank or a trust company in the United States of America setting forth the name of the Holder of the Debenture, the principal amount of the Debenture, the amount of the Debenture to be repaid, a statement that the option to elect repayment is being exercised thereby and a guarantee that the Debenture to be repaid with the entitled "Option to Elect Repayment" on the reverse of the Debenture duly completed will be received by the Company not later than five Business Days after the date of such facsimile transmission or letter and such Debenture and form duly completed are received by the Company by such fifth Business Day. Any such election shall be irrevocable. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Debenture for repayment will be determined by the Company, whose determination will be final and binding. After the Election Period, the Holders of the Debentures shall not have any option to elect repayment. GLOBAL SECURITIES The Debentures will be issued in whole or in part in the form of one or more Global Securities deposited with, or on behalf of the Depositary, and registered in the name of a nominee of the Depositary. Except under the limited circumstances described in the Prospectus under "Description of Debt Securities--Global Notes," owners of beneficial interests in Global Securities will not be entitled to physical delivery of Debentures in certificated form. Global Securities may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any nominee to a successor of the Depositary or a nominee of such successor. The Depositary has advised the Company and the Underwriters as follows: The Depositary is a limited-purpose trust company organized under the Banking Law of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. The Depositary was created to hold securities of its participants and S-8 to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic computerized book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. Direct participants include securities brokers and dealers (including the Underwriters), banks, trust companies, clearing corporations, and certain other organizations ("Direct Participants"). The Depositary is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. Access to the Depositary's book-entry system is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly. Persons who are not participants may beneficially own securities held by the Depositary only through Direct Participants. The rules applicable to the Depositary and its participants are on file with the Securities and Exchange Commission. UNDERWRITING Subject to the terms and conditions contained in an Underwriting Agreement dated the date hereof, the Company has agreed to sell to each of the Underwriters named below and each of the Underwriters has severally agreed to purchase, the principal amount of Debentures set forth opposite its name below: PRINCIPAL AMOUNT UNDERWRITER OF DEBENTURES - ------------------------------------------------------------ ---------------- Merrill Lynch, Pierce, Fenner & Smith Incorporated..................................... $ 37,500,000 Chase Securities, Inc....................................... 37,500,000 J.P. Morgan Securities Inc.................................. 37,500,000 UBS Securities, Inc......................................... 37,500,000 ---------------- Total............................................ $150,000,000 ---------------- ---------------- The Underwriting Agreement provides that the obligation of the Underwriters to pay for and accept delivery of the Debentures is subject to the approval of certain legal matters by its counsel and to certain other conditions. The Underwriters are obligated to take and pay for all the Debentures if any are taken. The Underwriters have advised the Company that they propose to offer the Debentures directly to the public at the public offering price set forth on the cover page hereof and to certain dealers at a price that represents a concession not in excess of .4% of the principal amount of the Debentures. The Underwriters may allow, and such dealers may reallow, a concession not in excess of .25% of the principal amount of the Debentures to certain other dealers. After the initial public offering, the public offering price and the concession and discount to dealers may be changed. The Company has agreed to indemnify the Underwriters against certain liabilities including liabilities under the Securities Act of 1933, as amended, or contribute to payments the Underwriters may be required to make in respect thereof. The Company does not intend to apply for listing of the Debentures on a national securities exchange but has been advised by the Underwriters that they presently intend to make a market in the Debentures, as permitted by applicable laws and regulations. The Underwriters are not obligated, however, to make a market in the Debentures and any such market making may be discontinued at any time at the sole discretion of the Underwriters. Accordingly, no assurance can be given as to the liquidity of or trading markets for the Debentures. S-9 The Underwriters receive customary fees for ordinary brokerage transactions with the Company and its affiliates. The Underwriters and their affiliates have performed investment and commercial banking services in the ordinary course of their respective businesses for the Company and its affiliates in the past, for which they have received customary compensation, and may continue to do so in the future. In connection with the acquisition of Clark, Merrill Lynch, Pierce, Fenner & Smith Incorporated served as financial advisor to the Company for which the Company paid a fee of $5.4 million. Chase Securities, Inc. and certain of its affiliates received fees aggregating $6.0 million in connection with the bank financing for the Clark acquisition. Affiliates of Chase Securities, Inc., J.P. Morgan Securities Inc. and UBS Securities, Inc. are lenders under the Company's bank facilities and will receive a portion of the net proceeds from this offering as a result of the repayment of a portion of the bank indebtedness. See "Use of Proceeds." Because more than 10% of the net proceeds of this offering will be paid to affiliates of Chase Securities, Inc., J.P. Morgan Securities Inc. and UBS Securities, Inc., each a member of the National Association of Securities Dealers, Inc. (the "NASD") and a participant in the distribution of the Debentures, this offering is being made pursuant to the provisions of Article III, Section 44(c)(8) of the NASD Rules of Fair Practice. S-10 PROSPECTUS $300,000,000 INGERSOLL-RAND COMPANY DEBT SECURITIES ------------------------ 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 $300,000,000, 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. ------------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------------ 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. ------------------------ The date of this Prospectus is June 30, 1994. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934 (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 75 Park Place, 14th Floor, New York, New York 10007, and in the Kluczynski Federal Building, 230 South Dearborn Street, Chicago, Illinois 60604. 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, 1993 and the Company's quarterly report on Form 10-Q for the quarter ended March 31, 1994 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). 2 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 Ingersoll-Sergeant 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. 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. 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. 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 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 3 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 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 Note. Ownership of beneficial interests in Global Notes by persons that hold 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 4 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 Note 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 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 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 5 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 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) 6 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 7 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 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 8 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, and the Trustee serves as trustee under another indenture for outstanding unsecured debt obligations of the Company. 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, 1993 have been so incorporated in reliance on the reports of Price Waterhouse, independent accountants, given on the authority of said firm as experts in auditing and accounting. 9 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY THE UNDERWRITERS. NEITHER THIS PROSPECTUS SUPPLEMENT NOR THE ACCOMPANYING PROSPECTUS CONSTITUTES AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION. ------------------- TABLE OF CONTENTS PAGE ---- PROSPECTUS SUPPLEMENT Use of Proceeds....................... S-2 Recent Developments................... S-2 Capitalization........................ S-3 Selected Financial Information........ S-4 Selected Unaudited Pro Forma Financial Data.................................. S-5 Ratio of Earnings to Fixed Charges.... S-7 Description of Debentures............. S-7 Underwriting.......................... S-9 PROSPECTUS Available Information................. 2 Incorporation of Certain Documents by Reference........................... 2 The Company........................... 3 Use of Proceeds....................... 3 Description of Debt Securities........ 3 Plan of Distribution.................. 9 Legal Matters......................... 9 Experts............................... 9 $150,000,000 INGERSOLL-RAND COMPANY 6.48% DEBENTURES DUE 2025 --------------------- PROSPECTUS SUPPLEMENT --------------------- MERRILL LYNCH & CO. CHASE SECURITIES, INC. J.P. MORGAN SECURITIES INC. UBS SECURITIES, INC. JUNE 5, 1995 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----