As filed with the Securities and Exchange Commission on 20
September, 1994
Registration
No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
DEERE & COMPANY
(Exact name of registrant as specified in its charter)
Delaware 36-2382580
(State or other jurisdiction of
(I.R.S. employer identification no.)
incorporation or organization)
John Deere Road, Moline, Illinois 61265
(Address of principal executive offices)
JOHN DEERE SAVINGS AND INVESTMENT PLAN
(Full title of the plan)
Frank S. Cottrell
Deere & Company
John Deere Road
Moline, Illinois 61265
309/765-4675
(Name and address and telephone number of agent for service)
Calculation of Registration Fee
Title of securities to be registered: Common Stock, $1 par value
Amount to be registered(1): 2,000,000 Shares (1)
Proposed maximum offering price per share: $72.625(2)
Proposed maximum aggregate offering price: $145,250,000(2)
Amount of registration fee: $50,086.21(2)
(1)In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, the registration statement
also covers an indeterminate amount of interests to be offered or
sold pursuant to the John Deere
Savings And Investment Plan.
(2)The proposed maximum offering price, per share and in the
aggregate, is being estimated solely for
the purpose of computing the registration fee. In accordance with
Rule 457(h), the per share maximum
offering price used in this computation is equal to the average
of the high and low prices of the
common stock of the registrant reported on the New York Stock
Exchange Composite Tape on 15
September, 1994.
In accordance with rule 429, the prospectus contained in this
registration statement also relates to the
securities registered on form S-8 nos. 33-49740, 33-24397 and
2-90384.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Registration of Additional Securities
This Registration Statement is being filed to register
additional securities of the same
class as those for which Registration Statement on Form S-8, file
number 33-49740 and 2-
90384 relating to the John Deere Savings And Investment Plan is
effective.
The contents of Registration Statement on Form S-8, file number
33-49740 and 2-90384, as
amended, are incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that
it has reasonable grounds to believe that it meets all of the
requirements for filing on Form
S-8 and has duly caused this registration statement or amendment
to be signed on its behalf
by the undersigned, thereunto duly authorized, in the County of
Rock Island, State of
Illinois, on 20 September 1994.
DEERE & COMPANY
By /s/ Hans W. Becherer
Hans W. Becherer
Chairman and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement or
amendment has been signed by the following persons in the
capacities and on the date
indicated.
Each person signing below hereby appoints Hans W. Becherer,
David H. Stowe, Jr. and
Frank S. Cottrell and each of them as his or her attorney-in-fact
to execute and file such
amendments to this registration statement, and generally to do
all such things, as such
attorney-in-fact may deem appropriate to enable Deere & Company
to comply with the
provisions of the Securities Act of 1933 and all requirements of
the Securities and Exchange
Commission.
<PAGE>
Signature Title Date
/s/ Hans W. Becherer Director, Chairman and
Hans W. Becherer Chief Executive Officer
(principal executive officer)
/s/ Pierre E. Leroy Senior Vice President,
Pierre E. Leroy Principal Financial Officer
and Principal Accounting
Officer
/s/ John R. Block Director
John R. Block
/s/ Regina E. Herzlinger Director September 20, 1994
Regina E. Herzlinger
/s/ Arthur L. Kelly Director
Arthur L. Kelly
/s/ William A. Schreyer Director
William A. Schreyer
/s/ David H. Stowe, Jr. Director
David H. Stowe, Jr.
/s/ Leonard A. Hadley Director
Leonard A. Hadley
/s/ Arnold R. Weber Director
Arnold R. Weber
/s/ Samuel C. Johnson Director
Samuel C. Johnson
/s/ A. Santamarina V. Director
A. Santamarina V.
/s/ J. R. Walter Director
J. R. Walter
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
the plan has duly caused this
registration statement or amendment to be signed on its behalf by
the undersigned,
thereunto duly authorized, in the county of Rock Island, State of
Illinois on
JOHN DEERE SAVINGS AND INVESTMENT PLAN,
DEERE & COMPANY, PLAN ADMINISTRATOR
By: /s/ M. S. Plunkett
M. S. Plunkett, Senior Vice
President
<PAGE>
EXHIBIT INDEX
Uniform
Exhibit Number Title Page Number
Exhibit 5.1 Opinion of Counsel 6
Exhibit 5.2 Internal Revenue Service
Determination Letter 7
Exhibit 23 Independent Auditors'
Consent 9
Exhibit 27 Financial Data Schedule
(Incorporated by reference
from Deere & Company Form 10-Q
for the third quarter ended
July 31, 1994, File no. 1-4121)
<PAGE>
EXHIBIT 5.1
DEERE & COMPANY
JOHN DEERE ROAD
MOLINE, ILLINOIS 61265
FRANK S. COTTRELL
Vice President, General Counsel
and Secretary
20 September 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C. 20549
Dear Sirs:
I am the Secretary and General Counsel of Deere & Company, a
Delaware corporation (the
"Company"), and have represented the Company in connection with
the registration under
the Securities Act of 1933 (the "Act") of 2,000,000 shares of the
Company's common stock,
$1 par value (the "Shares"), to be issued under the John Deere
Savings and Investment Plan
(the "Plan").
I have examined or caused to be examined originals or copies,
certified or otherwise
identified to my satisfaction, of such corporate and other
records, certificates, documents
and other papers, and have made or caused to be made such
examination of law, as I
deemed necessary for the purpose of this opinion.
Based on such examination, it is my opinion that the Shares being
registered, when issued
and paid for in accordance with the provisions of the Plan, will
be legally issued, fully paid
and nonassessable.
I consent to the filing of this opinion as an exhibit to the
registration statement for the
registration under the Act of the Shares.
Very truly yours,
/s/ Frank S. Cottrell
Frank S. Cottrell
Vice President, General Counsel and Secretary
<PAGE>
EXHIBIT 5.2
Department of the Treasury In reply refer to: 36010408
Internal Revenue Service Mar. 10, 1987 LTR 835C
230 South Dearborn Street 36-2382580P 0000 74 003
Chicago, IL 60604 02794
Deere & Company
John Deere Road
Moline, IL 61265
District Office Code and Case Serial Number: 366293207 EP
Name of Plan: John Deere Savings and Investment Plan
Application Form: 5301
Date Amended: May 29, 1985
Employer Identification Number: 36-2383580
Plan Number: 003
File Number: 360030035
Dear Applicant:
Based on the information supplied, we have made a favorable
determination on your
application identified above. Please keep this letter in your
permanent records.
Continued qualification of the plan will depend on its effect in
operation under its present
form. (See section 1.401-1(b)(3) of the Income Tax Regulations.)
The status of the plan
in operation will be reviewed periodically.
The enclosed document describes some events that could occur
after you receive this letter
that would automatically nullify it without specific notice from
us. The document also
explains how operation of the plan may affect a favorable
determination letter and contains
information about filing requirements.
This letter relates only to the status of your plan under the
Internal Revenue Code. It is
not a determination regarding the effect of other Federal or
local statutes.
This determination expresses an opinion on whether the
amendment(s), in and of itself
(themselves), affect(s) the continued qualified status of the
plan under Code section 401 and
the exempt status of the related trust under section 501(a).
This determination should not
be construed as an opinion on the qualification of the plan as a
whole and the exempt status
of the related trust as a whole.
If you have any questions, please contact Anne Lucas at
312-886-9587.
Sincerely yours,
<PAGE>
Department of the Treasury 36010408
Internal Revenue Service Mar. 10, 1987 LTR 835C
230 South Dearborn Street 36-2382580P 0000 74 003
Chicago, IL 60604 02795
Deere & Company
John Deere Road
Moline, IL 61265
/s/ J. R. Starkey
J. R. Starkey
District Director
Enclosure(s):
Pub 794
Opw-b-p-515<PAGE>
EXHIBIT 23
DELOITTE &
TOUCHE LLP
Two Prudential Plaza Telephone: (312) 946-3000
180 North Stetson Avenue Facsimile: (312) 946-2600
Chicago, Illinois 60601-6779
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of the John
Deere Savings and Investment Plan on Form S-8 of the reports of
Deloitte & Touche dated
December 8, 1993 and April 1, 1994, appearing in the Annual
Report on Form 10-K, as
amended, of Deere & Company for the year ended October 31, 1993
and to the reference
to Deloitte & Touche under the heading "Experts" in the
Prospectus, which is part of this
Registration Statement.
/s/ Deloitte & Touche llp
DELOITTE & TOUCHE LLP
September 20, 1994
