Ingersoll-Rand Responds To Unsolicited Mini-Tender Offer

19 January 2001

Ingersoll-Rand Responds To Unsolicited Mini-Tender Offer

    WOODCLIFF LAKE, N.J.--Jan. 19, 2001-- Ingersoll-Rand Company , announced that it has learned that TRC Capital Corporation has made an offer to purchase up to 5.5 million shares of the Company's common shares for $39.30 per share.
    The TRC Capital offer, initially commenced at a below-market price, is unsolicited and is not endorsed in any way by Ingersoll-Rand Company. Neither the Company nor any of its directors or officers is affiliated with TRC Capital.
    Mini-tender offers, which are generally for less than 5 percent of a company's stock, are often structured to avoid certain filing, disclosure and procedural Securities and Exchange Commission rules, and to obtain shares at below market prices from uninformed shareholders. The SEC recommends that investors scrutinize such offers carefully.
    The Company does not recommend or endorse this unsolicited offer. Shareholders are encouraged to obtain current market quotations for their shares. The Company also encourages shareholders who wish to sell their shares to fully consider the details of the offer, to consult with their own brokers or financial advisors as to any decision, and to review the SEC's regulatory concerns about mini-tender offers. (These concerns and additional information about mini-tenders can be reviewed on the SEC's web site at http://www.sec.gov/consumer/minitend.htm .)
    According to TRC Capital's offer, Ingersoll-Rand shareholders who have already tendered their shares may withdraw them by prescribed written notice and procedures before 5:00 PM (New York time) on January 29, 2001, unless the offer is extended and (if the shares have not been earlier accepted) after March 1, 2001.

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