PROSPECTUS
- ----------
1,531,957 Shares
DEERE & COMPANY
Common Stock
All of the shares of our common stock being offered hereby
are being offered by current stockholders. None of our
directors or executive officers is selling shares in this
offering, and neither we nor they will receive any proceeds
from the sale of shares.
Our common stock is listed on the New York Stock Exchange,
Inc. under the trading symbol "DE." Our common stock is also
listed on the Chicago and Frankfurt (Germany) Stock Exchanges.
On August 23, 1999, the closing price of our common stock as
reported on the New York Stock Exchange, Inc. was $42.75 per
share.
The selling stockholders, directly or through agents,
brokers or dealers designated from time to time, may sell the
shares of our common stock offered hereby from time to time on
terms to be determined at the time of sale. See "Plan of
Distribution."
We have agreed to bear all expenses of registration of our
common stock offered hereby under federal and state securities
laws.
---------------------------
The Securities and Exchange Commission and state
securities regulators have not approved or disapproved these
securities, or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this Prospectus is August 24, 1999
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TABLE OF CONTENTS
Safe Harbor Statement.......................................1
The Company.................................................2
Where You Can Find More Information.........................3
Use of Proceeds.............................................3
Selling Stockholders........................................3
Plan of Distribution........................................5
Legal Matters...............................................6
Experts.....................................................6
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You should rely only on the information contained in this
prospectus and any supplement. We have not authorized any
other person to provide you with different or additional
information. If anyone provides you with different or
additional information, you should not rely on it. This
prospectus is not an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You
should assume that the information appearing in or
incorporated by reference in this prospectus and any
supplement is accurate as of its date only. Our business,
financial condition, results of operations and prospects may
have changed since that date.
SAFE HARBOR STATEMENT
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995: Certain statements made in
this prospectus or other documents that we file with the
Securities and Exchange Commission that are incorporated by
reference herein that relate to future operating periods are
subject to important risks and uncertainties that could cause
actual results to differ materially. Forward-looking
statements relating to our businesses involve certain factors
that are subject to change, including: the many interrelated
factors that affect farmers' confidence, including worldwide
demand for agricultural products, world grain stocks,
commodities prices, weather conditions, real estate values,
animal diseases, crop pests, harvest yields and government
farm programs; general economic conditions and housing starts;
legislation, primarily legislation relating to agriculture,
the environment, commerce and government spending on
infrastructure; actions of competitors in the various
industries in which we compete; levels of new and used field
inventories; production difficulties, including capacity and
supply constraints; dealer practices; labor relations;
interest and currency exchange rates (including the effect of
conversion to the euro); technological difficulties (including
Year 2000 readiness); accounting standards; and other risks
and uncertainties. Economic difficulties in Asia and other
parts of the world could continue to adversely affect North
American grain and meat exports. Retail sales of agricultural
equipment are especially affected by the weather in the
summer, while the number of housing starts is especially
important to sales of construction equipment. Our outlook is
based upon assumptions relating to the factors described
above, which are sometimes based upon estimates and data
prepared by government agencies. Such estimates and data are
often revised. Further information concerning us and our
businesses, including factors that potentially could
materially affect our financial results, is included in our
filings with the Securities and Exchange Commission.
<PAGE>
THE COMPANY
We (Deere & Company and its subsidiaries, collectively
called "John Deere") manufacture, distribute and finance a
full range of agricultural equipment; a broad range of
equipment for construction, forestry and public works; and a
variety of commercial and consumer equipment. We also provide
credit, insurance products and health care for businesses and
the general public. We believe that our worldwide sales of
agricultural equipment during recent years have been greater
than those of any other business in our industry. We also
believe that John Deere is an important provider of most of
the types of construction equipment that we market, and the
leader in some size ranges. We also believe we are the world's
largest producer of premium turf care equipment and utility
vehicles. John Deere's operations are categorized into six
business segments:
The worldwide AGRICULTURAL EQUIPMENT segment manufactures
and distributes a full line of farm equipment - including
tractors; combine, cotton and sugarcane harvesters; tillage,
seeding and soil preparation machinery; sprayers; hay and
forage equipment; materials handling equipment; and integrated
precision farming technology.
The worldwide CONSTRUCTION EQUIPMENT segment manufactures
and distributes a broad range of machines used in
construction, earthmoving and forestry - including backhoe
loaders; crawler dozers and loaders; four-wheel-drive loaders;
excavators; scrapers; motor graders; log skidders; and
forestry harvesters. This segment also includes the
manufacture and distribution of engines and drivetrain
components for the original equipment manufacturer (OEM)
market.
The worldwide COMMERCIAL AND CONSUMER EQUIPMENT segment
manufactures and distributes equipment for commercial and
residential uses - including small tractors for lawn, garden,
commercial and utility purposes; riding and walk-behind
mowers; golf course equipment; snowblowers; handheld products
such as chain saws; string trimmers and leaf blowers; skid-
steer loaders; utility vehicles; and other outdoor power
products.
The products produced by the equipment segments are
marketed primarily through independent retail dealer networks
and major retail outlets.
The CREDIT segment, which mainly operates in the United
States and Canada, primarily finances sales and leases by John
Deere dealers of new and used equipment and sales by non-Deere
dealers of recreational products. In addition, it provides
wholesale financing to dealers of the foregoing equipment and
finances retail revolving charge accounts.
The INSURANCE segment issues policies in the United States
primarily for: general and specialized lines of commercial
property and casualty insurance; group accident and health
insurance for employees of participating John Deere dealers;
and disability insurance for employees of John Deere. The
Company has agreed to sell its insurance operations to Sentry
Insurance a Mutual Company pending regulatory approvals. For
further information, see the Current Report dated July 28,
1999, which is incorporated herein by reference.
The HEALTH CARE segment provides health management
programs and related administrative services in the United
States to John Deere and commercial clients.
The John Deere enterprise has manufactured agricultural
machinery since 1837. The present company was incorporated
under the laws of Delaware in 1958. The address of our
principal office is One John Deere Place, Moline, Illinois
61265-8098. Its telephone number is (309) 765-8000.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read
and copy any document we file at the SEC's public reference
rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 and in
New York, New York and Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings are also available to the
public from the SEC's web site at http://www.sec.gov. Our
common stock is listed on the New York Stock Exchange. Our
common stock is also listed on the Chicago and Frankfurt
(Germany) Stock Exchanges. Information about us also is
available at those locations.
The SEC allows us to "incorporate by reference" the
information we file with them, which means that we can
disclose important information to you by referring you to
those documents that are considered part of this prospectus.
Later information that we file with the SEC will automatically
update and supersede this information. We incorporate by
reference the documents listed below and any future filings
made by us with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 until this
offering of securities has been completed. This prospectus is
part of a registration statement filed with the SEC under the
Securities Act.
- - Annual Report on Form 10-K for the year ended
October 31, 1998.
- - Current Reports on Form 8-K dated November 24, 1998,
February 16, 1999, April 29, 1999, May 18, 1999,
June 29, 1999, July 28, 1999 and August 17, 1999.
- - Quarterly Reports on Form 10-Q for the quarters ended
January 31, 1999 and April 30, 1999.
You may obtain a copy of these filings at no cost, by
writing or telephoning us at the following address:
Deere & Company
One John Deere Place
Moline, Illinois 61265-8098
Attn: Stockholder Relations
(309) 765-4539
USE OF PROCEEDS
The selling stockholders are offering all of the shares of
common stock covered by this prospectus. We will not receive
any proceeds from the sales of these shares.
SELLING STOCKHOLDERS
The selling stockholders include former stockholders (or
persons who received their shares of common stock from a
former stockholder) of three companies we have acquired:
InterAg Technologies, Inc., Phoenix International Corporation
and Agris Corporation. We have registered the shares under the
Securities Act in accordance with registration rights we
granted to the selling stockholders when we acquired InterAg,
Phoenix and Agris. Our registration of the shares does not
necessarily mean that any selling stockholder will sell any or
all of his/her shares.
The following table sets forth the number of shares owned
by each of the selling stockholders. All information contained
in the table below is based upon their beneficial ownership as
of May 24, 1999. We are not able to estimate the amount of
shares that will be held by the selling stockholders after the
completion of this offering because those selling stockholders
may offer all or some of the shares and because there
currently are no agreements, arrangements or understandings
with respect to the sale of any of their shares. The following
table assumes that all of the shares being registered will be
sold. The selling stockholders are not making any
representation that any shares covered by the prospectus will
be offered for sale. The selling stockholders reserve the
right to accept or reject, in whole or in part, any proposed
sale of shares.
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Number of Percent of
Number of Shares Outstanding
Name of Shares Registered Shares
Selling Beneficially for Sale After the
Stockholder Owned Hereby Offering
- ---------------------- ------------ ---------- -----------
Agri-Sales Associates 2,395 2,395 *
Michael J. Allen 3,198 3,198 *
Geoff R. Andersen 26,167 10,660 *
Andrew Arnold 1,722 1,722 *
Barry D. Batcheller 113,139 76,374 *
Daniel T. Berg 2,460 2,460 *
Bruce N. Binnix 1,640 1,640 *
Sally J. Bosh 18,263 16,425 *
Cairnwood Group L.L.C. 91,913 91,913 *
Capital Partners, L.L.C. 974,886 974,886 *
Joyce E. Cowgur 56,699 56,699 *
Luke A. Crawford 28,249 12,710 *
Patricia C. Edge 3,198 3,198 *
Fuji Univance Corporation 22,811 22,811 *
Roger D. Graham 27,748 12,300 *
Lyle T. Hartz 1,722 1,722 *
Thomas R. Horsley 17,220 17,220 *
L. Robert Johnson 2,460 2,460 *
Ronald L. Leiker 31,941 14,596 *
Debra R. Levos 15,000 15,000 *
Roger A. Levos 23,208 14,017 *
Timothy P. Lundberg 60,815 42,433 *
Ted S. Macy 6,560 6,560 *
Jerry Marcks 2,132 2,132 *
Renick Martin 2,132 2,132 *
Karl-Heinz Mertins 5,037 5,037 *
Paul A. Nystuen 24,707 21,900 *
Cathy Olson 3,198 3,198 *
Gerald L. Pearson 9,618 9,618 *
Thayer B. Pendleton 28,012 12,505 *
Carol A. Rinauro 1,722 1,722 *
Tom Taylor 39,207 19,680 *
John C. Thomas 5,475 5,475 *
David P. Tommerson 1,752 1,752 *
Michael A. Tuchsherer 1,287 1,287 *
J. Scott Turner 17,220 17,220 *
Lynne Vongries 7,380 7,380 *
Mark A. Wolfe 19,522 17,520 *
* Less than one percent.
The selling stockholders received their shares of common
stock covered by this prospectus pursuant to our acquisition
of the remaining shares of InterAg Technologies, Inc. in March
1999, our acquisition of the remaining shares of Phoenix
International Corporation in May 1999 and/or our acquisition
of the remaining shares of Agris Corporation in May 1999.
Several of the selling stockholders currently are employed by
wholly-owned subsidiaries of the Company.
This prospectus also covers any additional shares of
common stock that become issuable in connection with the
shares being registered by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected
without the receipt of consideration which results in an
increase in the number of our outstanding shares of common
stock. In addition, this prospectus covers the preferred stock
purchase rights that currently trade with our common stock and
entitle the holder to purchase additional shares of common
stock under certain circumstances.
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PLAN OF DISTRIBUTION
The shares may be sold or distributed from time to time by
the selling stockholders named in this prospectus, by their
donees, pledgees or transferees, or by their other successors
in interest. The selling stockholders may sell their shares at
market prices prevailing at the time of sale, at prices
related to such prevailing market prices at the time of sale,
at prices related to such prevailing market prices, at
negotiated prices, or at fixed prices, which may be changed.
Each selling stockholder reserves the right to accept or
reject, in whole or in part, any proposed purchase of shares,
whether the purchase is to be made directly or through agents.
We are not aware that any of the selling stockholders have
entered into any arrangements with any underwriters or broker-
dealers regarding the sale of their shares of common stock.
The selling stockholders may offer their shares at various
times in one or more of the following transactions:
- - in ordinary brokers' transactions and transactions in
which the broker solicits purchasers;
- - in transactions involving cross or block trades or
otherwise on any national securities exchange, such as
the New York Stock Exchange, on which the common stock
may be listed;
- - in transactions in which brokers, dealers or underwriters
purchase the shares as principal and resell the shares
for their own accounts pursuant to this prospectus;
- - in transactions "at the market" to or through market
makers in the common stock;
- - in other ways not involving market makers or established
trading markets, including direct sales of the shares to
purchasers or sales of the shares effected through
agents;
- - through transactions in options, swaps or other
derivatives which may or may not be listed on an
exchange;
- - in privately negotiated transactions;
- - in transactions to cover short sales; or
- - in a combination of any of the foregoing transactions.
In addition, the selling stockholders also may sell their
shares in private transactions or in accordance with Rule 144
under the Securities Act rather than under this prospectus.
From time to time, one or more of the selling stockholders
may pledge or grant a security interest in some or all of the
shares owned by them. If the selling stockholders default in
performance of the secured obligations, the pledgees or
secured parties may offer and sell the shares from time to
time. The selling stockholders also may transfer and donate
shares in other circumstances. The number of shares
beneficially owned by selling stockholders who donate or
otherwise transfer their shares will decrease as and when the
selling stockholders take these actions. The plan of
distribution for the shares offered and sold under this
prospectus will otherwise remain unchanged, except that the
transferees, donees or other successors in interest will be
selling stockholders for purposes of this prospectus.
The selling stockholders may use brokers, dealers,
underwriters or agents to sell their shares. The persons
acting as agents may receive compensation in the form of
commissions, discounts or concessions. This compensation may
be paid by the selling stockholders or the purchasers of the
shares for whom such persons may act as agent, or to whom they
may sell as principal, or both. The selling stockholders and
any agents or broker-dealers that participate with the selling
stockholders in the offer and sale of the shares may be deemed
to be "underwriters" within the meaning of the Securities Act.
Any commissions they receive and any profit they realize on
the resale of the shares by them may be deemed to be
underwriting discounts and commissions under the
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Securities Act. Neither we nor any selling stockholders can
presently estimate the amount of such compensation. Because a
selling stockholder may be deemed to be an "underwriter"
within the meaning of the Securities Act, the selling
stockholders will be subject to the prospectus delivery
requirements of the Securities Act, which may include delivery
through the facilities of the New York Stock Exchange pursuant
to Rule 153 under the Securities Act.
The selling stockholders and any other person
participating in a distribution of the securities covered by
this prospectus will be subject to applicable provisions of
the Exchange Act and the rules and regulations under the
Exchange Act, including, Regulation M, which may limit the
timing of purchases and sales of any of the securities by the
selling stockholders and any other such person. Furthermore,
under Regulation M under the Exchange Act, any person engaged
in the distribution of the securities may not simultaneously
engage in market-making activities with respect to the
particular securities being distributed for certain periods
prior to the commencement of or during such distribution. All
of the above may affect the marketability of the securities
and the availability of any person or entity to engage in
market-making activities with respect to the securities.
Under our agreements with the selling stockholders, we are
required to bear the expenses relating to the registration of
this offering. The selling stockholders will bear any
underwriting discounts or commissions, brokerage fees, stock
transfer taxes and fees of their legal counsel. We have agreed
to indemnify the selling stockholders against certain
liabilities, including certain liabilities under the
Securities Act. The selling stockholders may agree to
indemnify any agent, dealer or broker-dealer that participates
in transactions involving the shares of common stock against
certain liabilities, including liabilities arising under the
Securities Act.
Upon the company being notified by a selling stockholder
that any material arrangement has been entered into with a
broker-dealer for the sale of shares through a block trade,
special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, a supplement
to this prospectus will be filed, if required, pursuant to
Rule 424(b) under the Securities Act. In addition, upon the
company being notified by a selling stockholder that a donee
or pledgee intends to sell more than 500 shares, a supplement
to this prospectus will be filed.
LEGAL MATTERS
The validity of the securities have been passed upon for
us by Bell, Boyd & Lloyd, 70 West Madison Street, Suite 3300,
Chicago, Illinois 60602.
EXPERTS
The financial statements incorporated in this prospectus
by reference from our Annual Report on Form 10-K have been
audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is incorporated herein by
reference, and have been so incorporated in reliance upon the
report of such firm given upon their authority as experts in
accounting and auditing.
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