As filed with the Securities and Exchange Commission on September
20 , 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)
JOHNDEERE STOCK PURCHASE PLAN
FOR SALARIED EMPLOYEES ON UNITED STATES PAYROLLS
(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: 1,000,000 Shares(1)
Proposed maximum offering price per share: $72.625(2)
Proposed maximum aggregate offering price: $72,625,000(2)
Amount of registration fee: $25,043.11(2)
(1) The registration statement also covers such indeterminable
additional shares as
may become issuable pursuant to the antidilution provisions
contained in the Purchase
Plan (see prospectus incorporated herein under "John Deere Stock
Purchase Plan for
Salaried Employees").
(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 September 15, 1994.
In accordance with rule 429, the prospectus contained in
this registration
statement also relates to the securities registered on form S-8
nos. 33-49762, 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 33-49762 and 33-
24397 relating to the John Deere Stock Purchase Plan For Salaried
Employees On United
States Payrolls is effective.
The contents of Registration Statement on From S-8, file
number 33-49762 and 33-
24397, 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.
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, 994
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>
EXHIBIT INDEX
Regulation S-K
Uniform Exhibit Number Title Page Number
Exhibit 5 Opinion of Counsel 5
Exhibit 23 Independent Auditors' Consent 6
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
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 1,000,000 shares of the
Company's common stock,
$1 par value (the "Shares"), to be issued under the John Deere
Stock Purchase Plan For
Salaried Employees (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
20 September 1994
<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 Stock Purchase Plan For Salaried Employees On United States
Payrolls on Form S-8
of the report of Deloitte & Touche dated December 8, 1993,
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
