As filed with the Securities and Exchange Commission on
August 12, 1999
Registration No. 333-
=============================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-3
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
incorporation or organization) Identification No.)
One John Deere Place
Moline, Illinois 61265-8098
(309) 765-8000
(Name, address, including zip code, and telephone
number, including area code, of Registrant's
principal executive offices)
------------------------------------
Michael A. Harring
Deere & Company
One John Deere Place
Moline, Illinois 61265-8098
(309) 765-5799
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Kevin J. McCarthy
Bell, Boyd & Lloyd
70 West Madison Street
Chicago, Illinois 60602
(312) 372-1121
Approximate date of commencement of proposed sale to the
public: From time to time after this Registration Statement
becomes effective.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ X ]
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities
Act, check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant
to Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number
of the earlier effective registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ]
-------------------------------
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount to
Securities to be Registered be Registered
- --------------------------------- --------------
Common Stock, $1.00 par value (2) 1,531,957
Proposed Proposed
Maximum Maximum
Offering Price Aggregate Amount of
Per Share (1) Offering Price (1) Registration Fee (1)
- -------------- ------------------ --------------------
$39.97 $61,232,321 $17,023
=============================================================
(1) Calculated in accordance with Rule 457(c) based on the
average of the high and low sales prices of the Common
Stock reported on the New York Stock Exchange, Inc. on
August 6, 1999.
(2) Pursuant to the registrant's Rights Agreement, as amended
from time to time, 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.
-------------------------------
The Registrant hereby amends this Registration Statement
on such date or dates as may be necessary to delay its
effective date until the Registrant shall file a further
amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as
the Commission, acting pursuant to said Section 8(a), may
determine.
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<PAGE>
Subject to Completion
THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE
AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO
SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY
THESE SECURITIES IN ANY STATE OR JURISDICTION WHERE THE OFFER
OR SALE IS NOT PERMITTED.
Preliminary Prospectus Dated August 12, 1999
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 10, 1999, the closing price of our common stock as
reported on the New York Stock Exchange, Inc. was $39 13/16
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 , 1999
<PAGE>
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
--------------------------
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.
Page 2
<PAGE>
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 and July 28, 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.
Page 3
<PAGE>
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.
Page 4
<PAGE>
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
Page 5
<PAGE>
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.
Page 6
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses, all
of which are to be borne by the Company, in connection with
the registration, issuance and distribution of the securities
being registered hereby. All amounts are estimates except the
SEC registration fee.
SEC Registration Fee...................... $ 17,023
Legal Fees and Expenses................... 15,000
Accountants' Fees and Expenses............ 5,000
Printing and Engraving Expenses........... 5,000
Miscellaneous............................. 2,977
--------
Total................................. $ 45,000
Item 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware
authorizes the registrant to indemnify its directors and
officers under specified circumstances. Article seventh of the
restated certificate of incorporation of the registrant
provides in effect that the registrant shall provide certain
indemnification to such persons.
The registrant 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 registrant in a proportion based upon the relative
benefits to, and relative fault of, the registrant 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 registrant 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 registrant are insured,
under policies of insurance maintained by the registrant,
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 16. Exhibits.
A list of the exhibits included or incorporated by
reference as part of this Registration Statement is set forth
in the Exhibit Index which immediately precedes such exhibits
and is hereby incorporated by reference herein.
Item 17. Undertakings.
(a) 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;
(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 thereto)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;
Page II-1
<PAGE>
(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) of this section do not apply if the
registration statement is on Form S-3, Form S-8 or
Form F-3, 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
Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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) The undersigned registrant hereby undertakes that
for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this 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.
(h) Insofar as indemnification for liabilities arising
under the Securities Act 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 Securities 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 Securities Act
and will be governed by the final adjudication of such issue.
Page II-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-3 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Rock Island, State of Illinois on
August 11, 1999.
DEERE & COMPANY
By: /s/ H. W. Becherer
------------------------------------
Hans W. Becherer
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed below by the
following persons in the capacities and on the date indicated.
Each person signing below also hereby appoints Hans W.
Becherer and Nathan J. Jones, and each of them singly, his or
her lawful attorney-in-fact with full power to execute and
file any amendments to the 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/ H. W. Becherer Chairman, Director August 11, 1999
- ------------------------- and Chief Executive
Hans W. Becherer Officer (principal
executive officer)
/s/ John R. Block Director August 11, 1999
- -------------------------
John R. Block
/s/ Leonard A. Hadley Director August 11, 1999
- -------------------------
Leonard A. Hadley
/s/ Regina E. Herzlinger Director August 11, 1999
- -------------------------
Regina E. Herzlinger
/s/ Samuel C. Johnson Director August 11, 1999
- -------------------------
Samuel C. Johnson
/s/ Nathan J. Jones Senior Vice August 11, 1999
- ------------------------- President, Principal
Nathan J. Jones Financial Officer
and Principal
Accounting Officer
/s/ Arthur L. Kelly Director August 11, 1999
- -------------------------
Arthur L. Kelly
/s/ Antonio Madero B. Director August 11, 1999
- -------------------------
Antonio Madero B.
/s/ William A. Schreyer Director August 11, 1999
- -------------------------
William A. Schreyer
/s/ John R. Stafford Director August 11, 1999
- -------------------------
John R. Stafford
/s/ John R. Walter Director August 11, 1999
- -------------------------
John R. Walter
/s/ Arnold R. Weber Director August 11, 1999
- -------------------------
Arnold R. Weber
Page II-3
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
- ---------- ----------------------
2. Not applicable
3.1 Certificate of incorporation, as amended (Exhibit
3.1 to Form 10-K of registrant for the year ended
October 31, 1995*)
3.2 Certificate of Designation Preferences and Rights
of Series A Participating Preferred Stock (Exhibit
3.2 to Form 10-K of registrant for the year ended
October 31, 1998*)
3.3 By-laws, as amended (Exhibit 3.3 to Form 10-K of
registrant for the year ended October 31, 1997*)
4.1 Indenture dated October 1, 1998 between registrant
and The Chase Manhattan Bank, as Trustee (Exhibit
4.1 to Form 10-K of registrant for the year ended
October 31, 1998*)
4.2 Credit agreements among registrant, John Deere
Capital Corporation, various financial
institutions, and Chemical Bank, The Chase
Manhattan Bank (National Association), Bank of
Americas National Trust and Savings Association,
Deutsche Bank AG, and The Toronto Dominion Bank, as
Managing Agents, dated as of April 5, 1995 (Exhibit
4.1(a) and 4.1(b) to Form 10-Q of registrant for
the period ended April 30, 1995*)
4.3 Credit agreements among John Deere Limited, John
Deere Finance Limited, various financial
institutions and The Toronto-Dominion Bank as
agent, dated as of April 5, 1995 (Exhibit 4.2(a)
and 4.2(b) to Form 10-Q of registrant for the
quarter ended April 30, 1995*)
4.4 Amended and restated credit agreements among the
registrant, John Deere Capital Corporation, various
financial institutions and The Chase Manhattan
Bank, Bank of America National Trust and Savings
Association, Deutsche Bank AG New York Branch, The
Toronto-Dominion Bank, Morgan Guaranty Trust
Company of New York, NationsBank, N.A. and The
First National Bank of Chicago as Managing Agents
dated as of February 24, 1998 (Exhibit 4.1 to Form
10-Q of the registrant for the quarter ended April
30, 1998*)
4.5 Third Amending Agreements to Loan Agreements among
John Deere Limited, John Deere Credit Inc., various
financial institutions and The Toronto-Dominion
Bank as agent, dated as of February 24, 1998
(Exhibit 4.2 to Form 10-Q of the registrant for the
quarter ended April 30, 1998*)
4.6 Form of common stock certificate (Exhibit 4.6 to
Form 10-K of registrant for the year ended October
31, 1998*)
4.7 Rights Agreement dated as of December 3, 1997
between registrant and The Bank of New York
(Exhibit 1 to the registration statement on Form
8-A of registrant filed December 10, 1997*)
4.8 Amended and restated credit agreement among the
registrant, John Deere Capital Corporation, various
financial institutions and The Chase Manhattan
Bank, Bank of America National Trust and Savings
Association, Deutsche Bank AG New York Branch, The
Toronto-Dominion Bank, as Managing Agents dated as
of February 23, 1999 (Exhibit 4 to Form 8-K of
registrant dated May 18, 1999*)
Certain instruments relating to long-term debt constituting
less than 10% of the registrant's total assets, are not filed
as exhibits herewith pursuant to Item 601(b)(4)(iii)(A) of
Regulation S-K. The registrant will file copies of such
instruments upon request of the Commission.
5. Opinion of Bell, Boyd & Lloyd
Page II-4
<PAGE>
Exhibit No. Description of Exhibit
- ---------- ----------------------
8. Not applicable
12. Computation of ratio of earnings to fixed charges
(Exhibit 12 to Form 10-Q of the registrant for the
quarter ended April 30, 1999*)
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Bell, Boyd & Lloyd (included in their
opinion filed as Exhibit 5)
24. Power of Attorney (included on signature page)
27. Financial Data Schedule (Exhibit 27 to Form 10-K of
registrant for the year ended October 31, 1998*)
- -------------------------------------------
* Incorporated by reference. Copies of these exhibits are
available from the Company upon request.
Page II-5
EXHIBIT 5
[Letterhead of Bell, Boyd & Lloyd]
August 11, 1999
Deere & Company
One John Deere Place
Moline, Illinois 61265-8098
REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have represented Deere & Company, a Delaware
corporation (the "Company"), in connection with the
preparation of a registration statement on Form S-3 (the
"Registration Statement"), filed under the Securities Act of
1933, as amended (the "Act"), for the purpose of registering
under the Act an aggregate of 1,531,957 shares of common
stock, $1.00 par value (the "Shares"), of the Company. In this
connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents,
corporate and other records, certificates and other papers,
including the Registration Statement and pertinent resolutions
of the board of directors of the Company, as we deemed it
necessary to examine for the purpose of this opinion.
Based upon such examination, it is our opinion that the
Shares are legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to
the Registration Statement and to the use of our name therein
and in the related prospectus under the caption "Legal
Matters". In giving this consent, we do not admit that we are
within the category of persons whose consent is required by
Section 7 of the Securities Act of 1933.
Very truly yours,
/s/ Bell, Boyd & Lloyd
--------------------------
EXHIBIT 23.1
[Letterhead of Deloitte & Touche LLP]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Deere & Company on Form S-3 of our
report dated November 24, 1998, appearing in the Annual Report
on Form 10-K of Deere & Company for the year ended October 31,
1998 and to the reference to us under the heading "Experts" in
the Prospectus, which is part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
- -----------------------------
August 11, 1999
