As filed with the Securities and Exchange Commission
on September 1, 1998
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 (I.R.S. employer
of incorporation or identification no.)
organization)
One John Deere Place, Moline, Illinois 61265
(Address of principal executive offices)
JOHN DEERE TAX DEFERRED SAVINGS PLAN
FOR HOURLY AND INCENTIVE PAID EMPLOYEES
(Full title of the plan)
------------------------------
Frank S. Cottrell
Deere & Company
One John Deere Place
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....
===============================================================
Proposed Proposed
maximum maximum
offering aggregate Amount of
Amount to be price offering registration
registered per share price fee
- ------------- -------------- -------------- --------------
6,000,000 $33.1563(2) $198,937,800(2) $58,686.65(2)
Shares (1)
===============================================================
(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 Tax Deferred Savings Plan For
Hourly And Incentive Paid 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
August 31, 1998.
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 and 33-15949.
<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 33-
15949 relating to the John Deere Tax Deferred Savings Plan For
Hourly And Incentive Paid Employees is effective.
The contents of Registration Statement on Form S-8, file
number 33-49740 and 33-15949, as amended, are incorporated herein
by reference.
Page 2
<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
September 1, 1998.
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 also hereby appoints Hans W.
Becherer, Frank S. Cottrell, and John K. Lawson, and each of them
singly, his or her lawful attorney-in-fact with full power to
execute and file any and all amendments to this registration
statement together with exhibits thereto 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 Chief Executive
Hans W. Becherer Officer (principal
executive officer)
/s/ John R. Block Director September 1, 1998
- -------------------------
John R. Block
/s/ Leonard A. Hadley Director
- -------------------------
Leonard A. Hadley
Page 3
<PAGE>
/s/ Nathan J. Jones Senior Vice President,
- ------------------------- Principal Financial
Nathan J. Jones Officer and Principal
Accounting Officer
/s/ Arthur L. Kelly Director September 1, 1998
- -------------------------
Arthur L. Kelly
/s/ Antonio Madero B. Director
- -------------------------
Antonio Madero B.
/s/ John R. Walter Director
- -------------------------
John R. Walter
/s/ Arnold R. Weber Director
- -------------------------
Arnold R. Weber
Page 4
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
the plan administrator 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 September 1, 1998.
JOHN DEERE TAX DEFERRED SAVINGS PLAN,
DEERE & COMPANY, PLAN ADMINISTRATOR
By: /s/ J. K. Lawson
-------------------------
J. K. Lawson,
Senior Vice President
Page 5
<PAGE>
EXHIBIT INDEX
Uniform
Exhibit Page
Number Title Number
- --------------------------------------------------------------
Exhibit 5.1 Opinion of Counsel 7
Exhibit 5.2 Internal Revenue Service
Determination Letter 8
Exhibit 23 Independent Auditors' Consent 11
Page 6
EXHIBIT 5.1
FRANK S. COTTRELL
Vice President
General Counsel and Corporate Secretary
September 1, 1998
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 6,000,000 shares of the
Company's common stock, $1 par value (the "Shares"), to be
issued under the John Deere Tax Deferred Savings Plan For
Hourly And Incentive Paid 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
EXHIBIT 5.2
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
1100 COMMERCE STREET
DALLAS, TX 75242
Employer Identification Number:
Date: FEB 07 1997 36-2382580
File Folder Number:
360030035
DEERE AND COMPANY Person to Contact:
JOHN DEERE ROAD CUSTOMER SERVICE DIVISION
MOLINE, IL 61265 Contact Telephone Number:
(800) 829-1040
Plan Name:
JOHN DEERE TAX DEFERRED
SAVINGS PLAN
Plan Number: 008
Dear Applicant:
We have made a favorable determination on your plan,
identified above, based on the information supplied. Please
keep this letter in your permanent records.
Continued qualification of the plan under its present form
will depend on its effect in operation. (See section 1.401-
1(b)(3) of the Income Tax Regulations.) We will review the
status of the plan in operation periodically.
The enclosed document explains the significance of this
favorable determination letter, points out some features that
may affect the qualified status of your employee retirement
plan, and provides information on the reporting requirements
for your plan. It also describes some events that automatically
nullify it. It is very important that you read the publication.
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 is subject to your adoption of the
proposed amendments submitted in your letter dated November 21,
1996. The proposed amendments should be adopted on or before
the date prescribed by the regulations under Code section
401(b).
This letter is issued under Rev. Proc. 93-39 and considers
the amendments required by the Tax Reform Act of 1986 except as
otherwise specified in this letter.
This plan satisfies the nondiscriminatory current
availability requirements of section 1.401(a)(4)-4(b) of the
regulations with respect to those benefits, rights, and
features that are currently available to all employees in the
plan's coverage group. For this purpose, the plan's coverage
group consists of those employees treated as currently
benefiting for purposes of demonstrating that the plan
satisfies the minimum coverage requirements of section 410(b)
of the Code.
This letter may not be relied upon with respect to whether
the plan satisfies the qualification requirements as amended by
the Uruguay Round Agreements Act, Pub. L. 103-465.
Letter 835 (DO/CG)
-2-
DEERE AND COMPANY
The information on the enclosed addendum is an integral
part of this determination. Please be sure to read and keep it
with this letter.
If you have questions concerning this matter, please
contact the person whose name and telephone number are shown
above.
Sincerely yours,
/s/ Bobby E. Scott
-----------------------
Bobby E. Scott
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
Addendum
Letter 835 (DO/CG)
-3-
DEERE AND COMPANY
This determination also applies to amendments adopted on the
following dates:
February 25, 1987;
October 31, 1988;
December 7, 1988;
November 21, 1990;
December 5, 1990;
November 6, 1991;
May 27, 1992;
September 9, 1992;
February 12, 1993;
March 23, 1994;
December 7, 1994;
June 1, 1995;
June 26, 1995.
Letter 835 (DO/CG)
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
Deere & Company:
We consent to the incorporation by reference in this
Registration Statement of the John Deere Tax Deferred Savings
Plan For Hourly And Incentive Paid Employees on Form S-8 of the
reports dated November 25, 1997 and April 14, 1998, appearing in
the Annual Report on Form 10-K, as amended, of Deere & Company
for the year ended October 31, 1997 and to the reference to us
under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
September 1, 1998
