PRELIMINARY COPY
DEERE & COMPANY
___________________
NOTICE AND PROXY STATEMENT
FOR SPECIAL MEETING
OF STOCKHOLDERS
__________________
November 15, 1995
- LOGO -
<PAGE>
DEERE & COMPANY
John Deere Road
Moline, Illinois 61265
_________________________
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
November 15, 1995
A special meeting of stockholders of Deere & Company will be held
at the principal office
of the Company, on John Deere Road, near Moline, Rock Island
County, Illinois, on
Wednesday, November 15, 1995, at 10:00 A.M. to consider and vote
upon an amendment
to the Restated Certificate of Incorporation increasing the number
of authorized shares of
stock for the purpose of effecting a three-for-one stock split in
the form of a 200% stock
dividend.
Stockholders of record at the close of business on September 24,
1995 are entitled to vote
at the meeting.
To be sure that your shares are represented at the meeting, please
vote, sign, date and
promptly mail the enclosed proxy card in the envelope provided for
this purpose.
For the Board of Directors,
FRANK S. COTTRELL
Secretary
Moline, Illinois
October , 1995
- LOGO -
<PAGE>
PROXY STATEMENT
TO THE STOCKHOLDERS: The Board of Directors of Deere & Company
solicits your
proxy, and asks that you vote, sign, date and promptly mail the
enclosed proxy card for use
at a special meeting of stockholders to be held November 15, 1995,
and at any adjournment
of such meeting. Whether you own few or many shares, your proxy is
important in helping
to achieve good representation at the meeting. If you wish, at any
time before your proxy
is voted you may revoke it by written notice to the Company, or by
delivery of a later dated
proxy, or by voting in person at the meeting. The shares
represented by all properly
executed proxies will be voted as specified by you. In the absence
of direction, properly
executed proxies will be voted for the amendment to the Restated
Certificate of
Incorporation.
The holders of a majority of the Company's outstanding shares,
present in person or by
proxy, are required for a quorum at the meeting. The Company had
____________ shares
of common stock outstanding on September 24, 1995. Each share has
one vote on each
matter to be voted on at the meeting. The number of shares voting
at the meeting will not
be affected by the amendment.
The affirmative vote of a majority of the shares of stock present
or represented by proxy and
entitled to vote is required for the approval of the amendment to
the Restated Certificate
of Incorporation. Abstentions and broker non-votes are counted as
present for purposes of
determining the presence or absence of a quorum for the transaction
of business.
Abstentions and broker non-votes will have the same effect as a
vote against the amendment
to the Restated Certificate of Incorporation.
It is the policy of the Company that shareholders be provided
privacy in voting. All proxy
cards and ballots that identify votes of stockholders are held
confidential, except: (i) as may
be necessary to meet applicable legal requirements; (ii) to allow
independent third-parties
to solicit, receive, tabulate, and certify the results of the vote;
(iii) in cases where
shareholders write comments on their proxy cards; and (iv) in
contested proxy solicitations
in which the opposing party does not also agree to comply with this
policy. The tabulator
of the votes and at least one of the inspectors of the election are
independent of the
Company, its officers and directors. The tabulator, the Company's
proxy solicitation agent
and the inspectors of the election, including those who are Company
employees, are
required to sign confidentiality agreements which prohibit
disclosure of votes to the
Company.
Stockholders of record at the close of business on September 24,
1995 are entitled to vote.
This notice of meeting, proxy statement and proxy card are being
mailed to stockholders on
or about October , 1995.
<PAGE>
PROPOSED THREE-FOR-ONE STOCK SPLIT IN THE FORM OF A 200% DIVIDEND
The Board of Directors recommends that Article FOURTH of the
Company's Restated
Certificate of Incorporation be amended for the purpose of
increasing the number of shares
of stock that the Company is authorized to issue from 203 million
(200 million in common
stock and 3 million in preferred stock) to 609 million (600 million
in common stock and 9
million in preferred stock).
By resolution dated August 30, 1995, the Board authorized a
three-for-one split of the
common stock in the form of a 200% stock dividend, subject to
stockholder approval of the
amendment. The increase in authorized shares is necessary to
provide the Company with
authority to issue a number of shares sufficient to effect the
split and to reserve an amount
sufficient to meet all known requirements and to provide
flexibility for the future. Except
for the proposed stock split, there are no agreements, commitments
or understandings for
the issuance of the newly authorized shares. Should circumstances
warrant, the Board of
Directors has the right to change the amount of the stock dividend
or not to effect the
dividend.
The additional authorized shares may be used in the future for any
proper corporate
purpose approved by the Board of Directors. Permissible uses might
include financings,
corporate mergers or acquisitions, employee benefit programs,
acquisitions of property,
funding of new product programs or businesses, stock dividends,
stock splits and other
corporate purposes. No further action or authorization by the
stockholders would be
necessary prior to the issuance of additional shares unless the
applicable laws or regulations
or the rules of any stock exchange on which the Company's common
stock may then be
listed require such approval. If the proposed amendment is
approved, all or any of the
authorized shares of common or preferred stock may be issued
without first offering such
shares to existing stockholders for subscription. The issuance of
such shares otherwise than
to existing stockholders on a pro rata basis could have the effect
of reducing an existing
stockholder's proportionate interest.
The Board of Directors anticipates that the increase in the number
of outstanding common
shares through the stock split may place the market price of the
Company's common stock
in a range more attractive to investors and may result in a broader
market for the stock.
If the proposed Amendment is approved by stockholders, the Company
intends to apply to
the New York Stock Exchange and Chicago Stock Exchange, as well as
various foreign
exchanges, upon which the common stock is listed for the continued
listing of that stock on
a split basis. Following the split, an amount equal to the par
value of shares issued in the
split would be transferred from retained earnings to the Company's
common stock account.
The $1.00 par value of the common stock would not be adjusted. As
of September 24, 1995,
___ shares of common stock had been issued and an aggregate of ____
shares of common
stock were reserved for issuance under various employee benefit
plans and for issuance
upon the conversion of certain convertible debt securities. The
Company has not issued any
preferred stock, although 1,200,000 shares of Series A
Participating Preferred Stock are
reserved for issuance in connection with the Shareholder Rights
Plan adopted in 1987.
As is presently the case, the availability for issuance of
additional shares of Company
common stock could enable the Board of Directors to render more
difficult or discourage
an attempt to obtain control of the Company. For example, the
issuance of shares of
common stock in a public or private sale, merger or similar
transaction would increase the
number of outstanding shares, thereby possibly diluting the
interest of a party attempting
to obtain control of the Company. The Company is not aware of any
pending or threatened
efforts to obtain control of the Company.
The Company intends to continue to pay a cash dividend quarterly
with regard to the
common stock. Simultaneous with approval of the Amendment, the
Board of Directors
increased the quarterly cash dividend on pre-split shares from 55
cents to 60 cents per share
(or 20 cents per share on post-split basis). No predictions can be
made as to future
dividends. The decision to pay dividends is made quarterly by the
Board of Directors and
depends upon earnings, cash flow requirements and other factors.
If adopted, the Amendment will be effective upon filing with the
Delaware Secretary of
State as required by the General Corporation Law of Delaware. It
is anticipated that this
will occur on or about November 17, 1995. Stockholders of record
as of the close of
business on November 17, 1995 would receive an additional stock
certificate representing
two additional shares of Company common stock for each share held.
Stockholders would
retain certificates issued prior to the effective date of the
Amendment, and those certificates
would continue to represent the number of shares evidenced thereby.
Certificates should not
be returned to the Company or its transfer agent. It is
anticipated that certificates representing
additional shares to be received would be mailed on or about
November 28, 1995 to entitled
holders. As a result of the Amendment, the number of shares
issuable under certain benefit
and compensation programs of the Company, as well as the Company's
dividend
reinvestment plan, and the conversion price for the Company's
convertible debentures and
the exercise price for outstanding employee stock options would be
adjusted.
The Company has been advised by tax counsel that, under existing
U.S. federal income tax
laws and regulations, the receipt of additional shares of Company
common stock in the stock
split effected in the form of a dividend, will not constitute
taxable income or gain or loss to
stockholders; the cost or other tax basis of each share of common
stock held by a
stockholder immediately prior to the split will be divided equally
between the corresponding
three shares held immediately after the split; and the holding
period for each of the three
shares will include the period for which the corresponding old
share of Company common
stock was held. The laws of jurisdictions other than the United
States (including state and
foreign jurisdictions) may impose income taxes on the receipt by a
stockholder of additional
shares of common stock resulting from the split. Assuming
transactions of an equivalent
dollar amount, brokerage commissions on purchases and sales of the
common stock after
the split and transfer taxes, if any, may be somewhat higher than
before the split, depending
on the specific number of shares involved. Stockholders are urged
to consult their own tax
advisors.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR
THE AMENDMENT TO THE RESTATED CERTIFICATE OF
INCORPORATION.
COST OF SOLICITATION
The cost of soliciting proxies in the form enclosed is being borne
by the Company. In
addition to solicitation by mail, arrangements have been made with
brokerage houses,
nominees and other custodians and fiduciaries to send proxy
material to their principals and
the Company will reimburse them for their expenses in doing so.
The Company has
engaged Georgeson & Co., Inc. to solicit proxies held by brokers
and nominees at a cost of
$9,000 plus out-of-pocket expenses. Proxies also may be solicited
personally or by telephone
or facsimile by directors, officers, and a few regular employees of
the Company in addition
to their usual duties. They will not be specially compensated for
these services.
For the Board of Directors,
FRANK S. COTTRELL
Secretary
Moline, Illinois
October , 1995<PAGE>
EXHIBIT A
AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION
The Board of Directors recommends that the first sentence of
Article FOURTH of
the Company's Restated Certificate of Incorporation be amended to
read as follows:
"FOURTH. The stock that the corporation shall have authority
to issue is
609,000,000 shares, of which 600,000,000 shares shall be common
stock, $1 par value
(common stock), and 9,000,000 shares shall be preferred stock, $1
par value (preferred
stock), issuable in series."
<PAGE>
LOGO of Deere & Company
DEERE & COMPANY
PROXY SPECIAL MEETING/15 NOVEMBER 1995
Solicited by the Board of Directors for use at the Special Meeting
of Stockholders of Deere
& Company on November 15, 1995.
The undersigned appoints each of Hans W. Becherer, David H. Stowe,
Jr. and Frank S.
Cottrell attorney and proxy, with full power of substitution, on
behalf of the undersigned and
with all powers the undersigned would possess if personally
present, to vote all shares of
Common Stock of Deere & Company that the undersigned would be
entitled to vote at the
above Special Meeting and any adjournment thereof. The shares
represented by this proxy
will be voted as specified and in the discretion of the proxies on
all other matters. If not
otherwise specified, shares will be voted in accordance with the
recommendations of the
Directors.
Please mark, date and sign your name exactly as it appears on this
proxy and return this
proxy in the enclosed envelope. When signing as attorney,
executor, administrator, trustee,
guardian or officer of a corporation, please give your full title
as such. For joint accounts
each joint owner should sign.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE.
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY.
-----------------------------------------------------------------
<PAGE>
PLEASE MARK YOUR CHOICE LIKE THIS IN BLUE OR BLACK INK [ X ]
____________ __________________________
Common Dividend Reinvestment
_________________________________________________________________
The Directors Recommend a Vote FOR the proposed amendment to the
Restated Certificate
of Incorporation.
_________________________________________________________________
Amendment of the Company's Restated Certificate of Incorporation
increasing the number
of authorized shares of stock to permit a three-for-one stock split
in the form of a dividend
of the Company's Common Stock.
For Against Abstain
[ ] [ ] [ ]
Date _____________________________
__________________________________
Signature
__________________________________
Signature
