As filed with the Securities and Exchange Commission on 6
March, 1996
Registration No. 33-_____
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
(State or other jurisdiction of
incorporation or organization)
36-2382580
(I.R.S. employer identification no.)
John Deere Road, Moline, Illinois 61265
(Address of Principal Executive Offices)
1991 JOHN DEERE STOCK OPTION 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(3)
Amount to be registered
10,500,000 Shares
Proposed maximum offering price per share(1)
$39.1875
Proposed maximum aggregate offering price(1)
$411,468,750
Amount of registration fee(2)
$141,885.78
(1) Calculated in accordance with rules 457(c) and (h) on the
basis of the average of high and low sales prices of the
Common Stock on March 1, 1996 on the New York Stock Exchange.
(2) 1/29th of 1% of the maximum aggregate offering price.
(3) Pursuant to the registrant's Rights Agreement, as amended,
each share of Common Stock includes a right to purchase certain
shares of Preferred Stock which, prior to the occurrence of
certain events, will not be exercisable or evidenced separately
from the Common Stock. In accordance with rule 429, the
prospectus contained in this registration statement also relates
to the securities registered on Form S-8 no. 33-44294.
<PAGE>
PART II - INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Deere & Company (the
"Company") with the Securities and Exchange Commission (the
"Commission") (File No. 1-4121) are incorporated herein by
reference:
1. The Company's annual report on Form 10-K405 for
the fiscal year ended October 31, 1995, filed pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
2. The Company's definitive proxy statement dated
January 12, 1996 filed in connection with its annual meeting held
February 28, 1996;
3. The Company's current reports on Form 8-K dated
November 30, 1995 and February 15, 1996;
4. The description of the Company's common stock
included in the Registration Statement on Form 8-B dated July 3,
1958, as amended on Form 8 dated February 17, 1981, including any
amendment or report filed for the purpose of updating such
description; and
5. The description of the Company's Preferred Stock
Purchase Rights included in the Registration Statement on Form
8-A dated December 14, 1987.
All documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange
Act prior to the filing of a post-effective amendment which
indicates that all the shares of the Company's Common Stock
offered hereby have been sold or which deregisters all the shares
of the Company's Common Stock then remaining unsold, shall be
deemed to be incorporated by reference into this Registration
Statement and to be a part hereof 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 Registration
Statement 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 such statement so modified
or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares offered under the
Registration Statement is being passed upon for the Company by
Frank S. Cottrell, Vice President, General Counsel and
Secretary of the Company. Mr. Cottrell is an executive officer
and employee of the Company and, as such, participates in various
benefit plans of the Company, including the 1991 John Deere Stock
Option Plan. By reason of such participation, Mr. Cottrell owns,
and holds shares and options to purchase shares of Common Stock
of the Company.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware
authorizes the Company to indemnify its directors and officers
under specified circumstances. Article SEVENTH of the restated
certificate of incorporation of the Company provides in effect
that the Company shall provide certain indemnification to such
persons. Article NINTH of the restated certificate of
incorporation of the Company eleminates the liability of a
director to the Company or its stockholders for monetary damages
for breaches of his or her fiduciary duty, provided that such
liability does not arise from certain proscribed conduct.
The Company has contracts of indemnification with its
directors and officers providing that they shall be indemnified
to the fullest extent permitted by law. The contracts also
provide: (1) that, in the event of a change in control,
determinations concerning indemnification shall thereafter be
made by independent counsel, instead of the board of directors;
(2) that, if indemnification is not available, in whole or in
part, contribution shall be paid by the Company in a proportion
based upon the relative benefits to, and relative fault of, the
Company and the director or officer in the action or inaction,
and other equitable considerations; and (3) that any legal
action, brought by or on behalf of the Company against any
director or officer party to such contract, shall be brought
within the shorter of two years from the date of accrual of such
cause of action or the applicable period of limitations for such
cause of action.
The directors and officers of the Company are insured, under
policies of insurance maintained by the Company within the limits
and subject to the limitations of the policies, against certain
expenses in connection with the defense of actions, suits or
proceedings, to which they are parties by reason of being or
having been such directors or officers.
Item 7. Exemptions from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the registrant's
annual report on Form 10-K405 for the fiscal year ended October
31, 1995).
4.2 By-Laws of the Company as Amended (incorporated by
reference to Exhibit 3 to the registrant's quarterly report on
Form 10-Q for the period ended July 31, 1995).
4.3 Certificate of Designation, Preferences and Rights of
Series A Participating Preferred Stock, dated December 18, 1987
(incorporatedby reference to Exhibit 3.2 to the registrant's
quarterly report on Form 10-Q for the period ended April 30,
1993).
4.4 1991 John Deere Stock Option Plan (incorporated by
reference to the appendix to the registrant's definitive proxy
statement dated January 12, 1996 filed in connection with its
annual meeting held February 28, 1996).
4.5 Form of Incentive Option Certificate.
4.6 Form of Non-Statutory Option Certificate.
5 Opinion and consent of Frank S. Cottrell, Esq.
15 Not Applicable.
23.1 Consent of Frank S. Cottrell, Esq. (included in Exhibit
5)
23.2 Consent of Deloitte & Touche llp
24 Power of Attorney (for amendments to this registration
statement included on signature page)
28 Not Applicable.
Item 9. Undertakings.
(a) Rule 415 Offering.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on Form
S-3 or Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) Filings Incorporating Subsequent Exchange Act Documents
by Reference.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d)of the Securities Exchange
Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Undertaking Regarding Indemnification Provisions if
Filing of Registration Statement on Form S-8.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has
been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication
of such issue.
<PAGE>
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 6 March 1996.
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,
Joseph W. England 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 Chairman, Director and
Hans W. Becherer Chief Executive Officer
(principal executive officer)
/s/Robert W. Lane Senior Vice President,
Robert W. Lane Principal Financial Officer
and Principal Accounting
Officer
/s/John R. Block Director
John R. Block
/s/Leonard A. Hadley Director 6 March 1996
Leonard A. Hadley
/s/Regina E. Herzlinger Director
Regina E. Herzlinger
/s/Samuel C. Johnson Director
Samuel C. Johnson
/s/Arthur L. Kelly Director 6 March 1996
Arthur L. Kelly
/s/A. Santamarina V. Director
A. Santamarina V.
/s/William A. Schreyer Director
William A. Schreyer
/s/David H. Stowe, Jr. Director
David H. Stowe, Jr.
/s/ J. R. Walter Director
J. R. Walter
/s/ Arnold R. Weber Director
Arnold R. Weber
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Page
4.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the registrant's
annual report on Form 10-K405 for the fiscal year ended October
31, 1995).
4.2 By-Laws of the Company as Amended (incorporated by reference
to Exhibit 3 to the registrant's quarterly report on Form 10-Q
for the period ended July 31, 1995).
4.3 Certificate of Designation, Preferences and Rights of Series
A Participating Preferred Stock, dated December 18, 1987
(incorporated by reference to Exhibit 3.2 to the registrant's
quarterly report on Form 10-Q for the period ended April 30,
1993).
4.4 1991 John Deere Stock Option Plan (incorporated by reference
to the appendix to the registrant's definitive proxy statement
dated January 12, 1996 filed in connection with its annual
meeting held February 28, 1996).
4.5 Form of Incentive Option Certificate. 10
4.6 Form of Non-Statutory Option Certificate. 11
5 Opinion and consent of Frank S. Cottrell, Esq. 13
15 Not Applicable.
23.1 Consent of Frank S. Cottrell, Esq.
(included in Exhibit 5) 13
23.2 Consent of Deloitte & Touche LLP 14
24 Power of Attorney for amendments to this registration
statement (included on signature page).
28 Not Applicable.
<PAGE>
Exhibit 4.5
DEERE & COMPANY
Incentive Stock Option
Nontransferable
(Employee name) Date of Grant:
(Employee unit) Number of Shares:
(City, State) Option Price per Share:
Deere & Company (Company) grants this option (Option) to the
above employee of the Company or a subsidiary (Optionee),
pursuant to the 1991 John Deere Stock Option Plan (Plan). The
Plan, as in effect on the date of this Option and as it may be
amended from time to time, is incorporated in this Option by
reference, and all rights granted by this Option are subject to
the Plan. This Option is an "A" Option under the Plan and is
intended as an Incentive Stock Option under Section 422 of the
Internal Revenue Code as amended (IRC).
This Option entitles the Optionee, in whole or from time to
time in part, to purchase from the Company shares of its common
stock, $1 par value (shares), in the maximum number and at the
price per share set forth above.
Except as otherwise provided in the Plan, this Option shall
not be exercisable until one year from the date of grant, and
subject to the provisions of this Option and the Plan (including
but not limited to provisions relating to termination of
employment), this Option shall be exercisable thereafter in whole
or in any part from time to time until the expiration of ten
years after the date of grant.
This Option may be exercised by delivery of written notice
to: Deere & Company,Board Committee on Compensation, John Deere
Road, Moline,Illinois 61265-8098, USA (or such other address as
may be specified by written notice to the Optionee), identifying
this Option by date of grant and stating the number of Shares to
be purchased. Such notice shall be accompanied by full payment
in United States dollars or in shares of the Company at their
fair market value on date of exercise, or both, for any shares
purchased by exercise of the Option and shall be accompanied by
this certificate. Exercise of this Option for the purchase of
shares shall become effective upon receipt by the Company of
written notice accompanied by payment in full for the shares to
be purchased.
Exercise of this Option will not be endorsed on this
instrument, and all subsequent rights of exercise shall be
limited to the number of shares for which the Option has not
previously been exercised, regardless of the original number of
shares appearing in this instrument.
Granted in Rock Island County, Illinois
DEERE & COMPANY
By ____________________________
Authorized Officer
<PAGE>
Exhibit 4.6
DEERE & COMPANY
Non-statutory B Stock Option
Nontransferable
(Employee name) Date of Grant:
(Employee unit) Number of Shares:
(City, State) Option Price per Share:
Deere & Company (Company) grants this option (Option) to the
above employee of the Company or a subsidiary (Optionee),
pursuant to the 1991 John Deere Stock Option Plan (Plan). The
Plan, as in effect on the date of this Option and as it may be
amended from time to time, is incorporated in this Option by
reference, and all rights granted by this Option are subject to
the Plan.
This Option entitles the Optionee to purchase from the Company,
in whole or from time to time in part, shares of its common
stock, $1 par value (Shares), in the maximum number and at the
price per Share set forth above.
Except as provided in the Plan, this Option shall not be
exercisable until one year from the date of grant. Subject to
the provisions of this Option and the Plan (including but not
limited to provisions relating to termination of employment) this
Option shall thereafter be exercisable until the expiration of
ten years after the date of grant.
This Option may be exercised by delivery of written notice to:
Deere & Company, Stockholder Relations Department, John Deere
Road, Moline, Illinois 61265-8098, USA (or such other address as
may be specified by written notice to the Optionee), identifying
this Option by date of grant and stating the number of Shares to
be purchased. Such notice shall be accompanied by full payment
in United States dollars or in Shares valued at their fair market
value on date of exercise, or both, for any Shares purchased by
exercise of the Option and shall be accompanied by this
certificate. Alternatively, the Company can arrange the prompt
resale of the Shares purchased by such exercise if so directed by
the Optionee at the time of exercise, in which case a temporary
interest-free loan will be advanced for such exercise by the
Company, or such other party as the Company may approve, such
loan to be repaid from the proceeds of such sale unless otherwise
arranged. Exercise of this Option for the purchase of Shares
shall become effective upon receipt by the Company of written
notice accompanied by payment in full as described in the
immediately preceding sentence.
Whenever an amount is required to be withheld by the Company
under applicable tax laws in connection with the exercise of an
Option, the Optionee may satisfy this obligation in whole or in
part by electing (Election) to have the Company withhold Shares.
The value of each withheld Share shall be the fair market value
on the date that the amount of tax to be withheld shall be
determined (Tax Date). Each Election is irrevocable and must be
made prior to, or on, the Tax Date. The Committee on
Compensation may disapprove of any Election or may suspend or
terminate the right to make Elections.
If the Optionee is, or at any time within a period of less than
the preceding six months was, a director or an executive officer
of the Company subject to Section 16 of the 1934 Act, then
(1) no Election shall be effective for a Tax Date which occurs
within six months of the grant of the Option, and (2) the
Election must be made either (i) six months prior to the Tax
Date, (ii) during an earnings release window period to take
effect during that window period, or (iii) after a window period
to take effect during the immediately following window
period. An earnings release window period begins on the third
business day and ends on the twelfth business day following the
date of the first release for publication of each quarterly or
annual summary of sales and earnings of the Company.
Exercise of this Option will not be endorsed on this instrument,
and all subsequent rights of exercise shall be limited to the
number of Shares for which the Option has not previously
been exercised, regardless of the original number of Shares
appearing in this statement.
Granted in Rock Island County, Illinois
DEERE & COMPANY
By ____________________________________________________
Authorized Officer
<PAGE>
EXHIBIT 5
FRANK S. COTTRELL
Vice President,
General Counsel and Secretary
5 March 1996
Deere & Company
John Deere Road
Moline, Illinois 61265
Dear Sirs:
10,500,000 Shares of Deere & Company Common Stock, $1 Par
Value
In connection with the proposed issuance of a maximum of
10,500,000 shares of Deere &
Company (Company) common stock (shares), $1 par value, upon the
exercise of options which have been or may be granted under the
1991 John Deere Stock Option Plan (plan), I have examined or
caused to be examined originals, or copies certified or otherwise
identified to my satisfaction, of the plan, form of stock option
certificates to be issued pursuant to the plan, and such other
documents, corporate and other records, certificates and papers
as I deemed necessary to examine for the purpose of this opinion.
Based upon such examination, it is my opinion as General Counsel
to the Company that:
1. The Company is a corporation duly incorporated and
validly existing in good standing under the laws of the state of
Delaware.
2. Such of the 10,500,000 shares as may be issued in
accordance with the plan and upon the exercise of options granted
pursuant to it, will upon such issuance be legally issued, fully
paid and non-assessable shares of Deere & Company common stock,
$1 par value.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement (Registration Statement) of the plan
on Form S-8, and further consent to the use of my name wherever
appearing in the Registration Statement.
Sincerely,
/s/ Frank S. Cottrell
Frank S. Cottrell
FSC/mm
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of the 1991 John Deere Stock Option Plan on Form S-8 of
our report dated December 6, 1995, appearing in the Annual Report
on Form 10-K of Deere & Company for the year ended October 31,
1995.
/s/ Deloitte & Touche llp
DELOITTE & TOUCHE LLP
Chicago, Illinois
March 5, 1996
