<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 4, 2000
REGISTRATION NO. 333-
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--------------------------------------------------------------------------------
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)
------------------------------
<TABLE>
<S> <C>
DELAWARE 36-2382580
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
ONE JOHN DEERE PLACE
MOLINE, ILLINOIS 61265-8098
309/765-8000
(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)
JOHN DEERE B.V.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------------
THE NETHERLANDS
(State or Other Jurisdiction of Incorporation or Organization)
ENERGIESTRAAT 16
NL - 5961 PT HORST
THE NETHERLANDS
+31-77-397-6121
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
COPIES TO:
<TABLE>
<S> <C>
JONATHAN JEWETT HOWARD G. GODWIN, JR.
LISA L. JACOBS EDWARD F. PETROSKY
Shearman & Sterling Brown & Wood
599 Lexington Avenue One World Trade Center
New York, New York 10022 New York, New York 10048
</TABLE>
--------------------------
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 being 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 of 1933, check the following
box and list the 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 of 1933, check the following box and list the
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
under the Securities Act of 1933, please check the following box. / /
(CALCULATION TABLE ON NEXT PAGE)
------------------------------
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS
INCLUDED IN THIS REGISTRATION STATEMENT IS A COMBINED PROSPECTUS RELATING ALSO
TO $250,000,000 OF SECURITIES PREVIOUSLY REGISTERED UNDER REGISTRATION STATEMENT
NO. 33-54149 FILED BY DEERE & COMPANY ON FORM S-3 AND DECLARED EFFECTIVE ON
AUGUST 15, 1994. THIS REGISTRATION STATEMENT, WHICH IS A NEW REGISTRATION
STATEMENT, ALSO CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION
STATEMENT NO. 33-54149, AND SUCH POST-EFFECTIVE AMENDMENT NO. 1 SHALL HEREAFTER
BECOME EFFECTIVE CONCURRENTLY WITH THE EFFECTIVENESS OF THIS REGISTRATION
STATEMENT AND IN ACCORDANCE WITH SECTION 8(C) OF THE SECURITIES ACT OF 1933.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
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.
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED UNIT(1) PRICE(1) FEE
<S> <C> <C> <C> <C>
Debt securities(2), warrants to purchase
debt securities, preferred stock(3),
depositary shares, common stock(3),
warrants to purchase common stock,
currency warrants and indexed, commodity
and other warrants........................ $1,000,000,000 100% $1,000,000,000 $264,000
Guarantees.................................. (4) (4) (4) (4)
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee.
(2) Or, in the event of the issuance of original issue discount debt securities,
such higher principal amount as may be sold for an initial public offering
price of up to $1,000,000,000.
(3) Such indeterminate number of shares of common stock and preferred stock as
may, from time to time, be issued at indeterminate prices, including common
stock and preferred stock issuable upon the conversion, exchange or exercise
of other securities of Deere & Company. 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.
(4) No separate consideration will be received for the guarantees.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
SUBJECT TO COMPLETION,
INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT
SELL THESE SECURITIES 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 WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
DATED OCTOBER 4, 2000
DEERE & COMPANY
JOHN DEERE B.V.
-------------------------------
By this prospectus, we offer up to
$1,250,000,000 of--
DEBT SECURITIES OF DEERE & COMPANY
GUARANTEED DEBT SECURITIES OF
JOHN DEERE B.V.
WARRANTS TO PURCHASE DEBT SECURITIES OF
DEERE & COMPANY
PREFERRED STOCK OF DEERE & COMPANY
DEPOSITARY SHARES OF DEERE & COMPANY
COMMON STOCK OF DEERE & COMPANY
WARRANTS TO PURCHASE COMMON STOCK OF
DEERE & COMPANY
CURRENCY WARRANTS OF DEERE & COMPANY
INDEXED, COMMODITY AND OTHER WARRANTS OF
DEERE & COMPANY
---------------------------------
We will provide the specific terms of these securities in supplements to this
prospectus. You should read this prospectus and the supplements carefully before
you invest.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete.
Any representation to the contrary is a criminal offense.
----------------------------------------------------
[LOGO]
The date of this Prospectus is , 2000
<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, 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 with the SEC under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 by us (i) after the date of the filing of this
registration statement and prior to its effectiveness and (ii) until our
offering of securities has been completed. This prospectus is part of a
registration statement filed with the SEC.
- Annual Report on Form 10-K for the year ended October 31, 1999.
- Quarterly Reports on Form 10-Q for the quarters ended January 31, 2000,
April 30, 2000 and July 31, 2000.
- Current Reports on Form 8-K dated November 23, 1999, December 13, 1999,
February 15, 2000, May 16, 2000, August 15, 2000 and September 13, 2000.
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: Corporate Secretary
(309) 765-5799
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. This prospectus is an offer to
sell or to buy only the securities referred to herein, but only under
circumstances and in jurisdictions where it is lawful to do so. The information
contained in this prospectus is current only as of the date hereof.
2
<PAGE>
DEERE & COMPANY
We and our subsidiaries (collectively called John Deere) have operations
that are categorized into four major business segments:
John Deere's 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.
John Deere's 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.
John Deere's 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 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 agricultural, construction and commercial, and consumer equipment and
sales by non-Deere dealers of recreational products. In addition, it
provides wholesale financing to dealers of the foregoing John Deere
equipment and for inventories of recreational vehicles, manufactured housing
units, yachts and John Deere engines, and it finances retail and commercial
revolving charge accounts.
In response to a recent accounting pronouncement, John Deere's segments were
redefined in 1999 to coincide with its internal organizational structure, the
way the operations are managed and evaluated by management and materiality
considerations. The manufacture and distribution of engines and drivetrain
components for the original equipment manufacturer market, previously aggregated
with the construction equipment segment, are now allocated to all three major
equipment segments. In addition, the operations of certain units involved in the
development and marketing of special technologies, which were previously
aggregated with the agricultural equipment and the commercial and consumer
equipment segments, have been aggregated and included with the health care and
insurance operations in the "Other" category, as they do not meet the
materiality threshold included in the new accounting standard. The insurance
operations were sold in 1999.
In this prospectus, unless the context otherwise requires, we will use the
terms "we", "our", "ourselves" and "us" to mean Deere & Company and not John
Deere B.V. or any other subsidiary of Deere & Company.
JOHN DEERE B.V.
John Deere B.V. is an indirect wholly owned subsidiary of Deere & Company,
incorporated under the laws of The Netherlands solely for the purpose of raising
capital to meet the financing needs of Deere & Company and its subsidiaries.
John Deere B.V. has no independent operations. Its principal executive offices
are located at Energiestraat 16, NL-5961 PT Horst, The Netherlands, telephone:
+31-77-397-6121.
3
<PAGE>
USE OF PROCEEDS
Except as may be described otherwise in a prospectus supplement, we will add
the net proceeds from the sale of the securities under this prospectus to our
general funds and will use them for working capital and other general corporate
purposes. The proceeds may be applied initially to the reduction of short-term
indebtedness.
John Deere B.V. will lend the net proceeds from the sale of any guaranteed
debt securities offered by it to us or our other subsidiaries to be used for
similar purposes.
We will determine a specific allocation of the net proceeds of an offering
of securities to a specific purpose, if any, at the time of the offering and
will describe this allocation in the related prospectus supplement.
PROSPECTUS
This prospectus is part of a registration statement that we filed with the
SEC utilizing a "shelf" registration process. Under this shelf process, we may
sell any combination of the following securities in one or more offerings up to
a total dollar amount of $1,000,000,000, or the equivalent thereof if any of the
securities are denominated in a currency, currency unit or composite currency
("currency") other than the U.S. dollar:
- unsecured debt securities of Deere & Company, which may be either senior
(the "senior securities") or subordinated (the "subordinated securities");
- unsecured senior debt securities issued by John Deere B.V. and fully and
unconditionally guaranteed by Deere & Company (the "guaranteed debt
securities");
- warrants to purchase debt securities of Deere & Company ("debt warrants");
- shares of preferred stock of Deere & Company (the "preferred stock");
- depositary shares representing interests in shares of preferred stock of
Deere & Company (the "depositary shares");
- shares of common stock of Deere & Company (the "common stock");
- warrants to purchase common stock of Deere & Company;
- currency warrants of Deere & Company; and
- indexed, commodity and other warrants of Deere & Company.
The terms of the securities will be determined at the time of offering.
Unless the context otherwise requires, we will refer to the debt securities
to be issued by Deere & Company and the guaranteed debt securities to be issued
by John Deere B.V. collectively as the "debt securities". We will refer to the
debt securities, debt warrants, preferred stock, depositary shares, common
stock, warrants to purchase common stock, currency warrants and indexed,
commodity and other warrants, or any combination of those securities, proposed
to be sold under this prospectus and an accompanying prospectus supplement, as
the "offered securities". The offered securities, together with any debt
securities, preferred stock, common stock or other securities issuable upon
exercise of warrants or conversion or exchange of other offered securities, will
be referred to as the "securities".
4
<PAGE>
PROSPECTUS SUPPLEMENT
This prospectus provides you with a general description of the securities we
may offer. Each time we sell securities, we will provide a prospectus supplement
that will contain specific information about the terms of that offering. The
prospectus supplement may also add to, update or change information contained in
this prospectus and, accordingly, to the extent inconsistent, information in
this prospectus is superseded by the information in the prospectus supplement.
You should read both this prospectus and any prospectus supplement together with
the additional information described under the heading "Where You Can Find More
Information".
The prospectus supplement to be attached to the front of this prospectus
will describe: the terms of the securities offered, any initial public offering
price, the price paid to us for the securities, net proceeds to us and the other
specific terms related to the offering of these securities.
For more detail on the terms of the securities, you should read the exhibits
filed with our registration statement.
5
<PAGE>
DESCRIPTION OF DEBT SECURITIES
We may issue debt securities in one or more distinct series. This section
summarizes the terms of the debt securities that are common to all series. Most
of the financial terms and other specific terms of any series of debt securities
that we offer will be described in a prospectus supplement to be attached to the
front of this prospectus. Since the terms of specific debt securities may differ
from the general information we have provided below, you should rely on
information in the prospectus supplement that contradicts different information
below.
As required by federal law for all bonds and notes of companies that are
publicly offered, the debt securities are governed by a document called an
"indenture". An indenture is a contract between us and a financial institution
acting as trustee on your behalf. The trustee has two main roles. First, the
trustee can enforce your rights against us if we default. There are some
limitations on the extent to which the trustee acts on your behalf, described
later on page 15. Second, the trustee performs certain administrative duties for
us.
Senior securities will be issued by us under an indenture dated as of
October 1, 1998, as supplemented from time to time (the "senior indenture"),
between us and The Chase Manhattan Bank, trustee (the "senior trustee").
Subordinated securities will be issued by us under an indenture dated as of
March 15, 1999, as supplemented from time to time (the "subordinated
indenture"), between us and The Bank of New York, trustee (the "subordinated
trustee"). Guaranteed debt securities will be issued by John Deere B.V. under an
indenture, as supplemented from time to time (the "guaranteed debt indenture"),
to be entered into among John Deere B.V., Deere & Company, which acts as
guarantor, and The Chase Manhattan Bank, trustee (the "guaranteed debt
trustee").
The term "trustee" refers to the senior trustee, the subordinated trustee or
the guaranteed debt trustee, as appropriate. We will refer to the senior
indenture, the subordinated indenture and the guaranteed debt indenture together
as the "indentures" and each as an "indenture". The indentures are subject to
and governed by the Trust Indenture Act of 1939, as amended.
Because this section is a summary, it does not describe every aspect of the
debt securities and the indentures. We urge you to read the indenture that is
applicable to you because it, and not this description, defines your rights as a
holder of debt securities. For example, in this section, we use capitalized
words to signify terms that are specifically defined in the indentures. Some of
the definitions are repeated in this prospectus, but for the rest you will need
to read the indentures. We have filed the form of each indenture as an exhibit
to the registration statement that we have filed with the SEC. See "Where You
Can Find More Information" on page 2 for information on how to obtain a copy of
the indentures.
PROVISIONS APPLICABLE TO ALL OF THE INDENTURES
GENERAL
Each series of debt securities will be unsecured obligations of Deere &
Company or John Deere B.V., as applicable. The senior securities and the
guaranteed debt securities will rank equally with all other unsecured and
unsubordinated indebtedness of Deere & Company or John Deere B.V., as
applicable. The subordinated securities will be subordinated in right of payment
to the prior payment in full of the Senior Indebtedness of Deere & Company as
described below under "Subordinated Indenture Provisions--Subordination".
Each indenture provides that any debt securities proposed to be sold under
this prospectus and the attached prospectus supplement ("offered debt
securities") and any debt
6
<PAGE>
securities issuable upon the exercise of debt warrants or upon conversion or
exchange of other offered securities ("underlying debt securities"), as well as
other unsecured debt securities, may be issued under that indenture in one or
more series.
You should read the prospectus supplement for the terms of the offered debt
securities and any underlying debt securities, including the following:
- The title of the debt securities and whether the debt securities will be
senior securities or subordinated securities of Deere & Company or
guaranteed debt securities of John Deere B.V.
- The total principal amount of the debt securities and any limit on the
total principal amount of debt securities of the series.
- If not the principal amount of the debt securities, the portion of the
principal amount payable upon acceleration of the maturity of the debt
securities or how this portion will be determined.
- The date or dates, or how the date or dates will be determined or
extended, when the principal of the debt securities will be payable.
- The interest rate or rates, which may be fixed or variable, that the debt
securities will bear, if any, or how the rate or rates will be determined,
the date or dates from which any interest will accrue or how the date or
dates will be determined, the interest payment dates, any record dates for
these payments and the basis upon which interest will be calculated if
other than that of a 360-day year of twelve 30-day months.
- Any optional redemption provisions.
- Any sinking fund or other provisions that would obligate us to repurchase
or otherwise redeem the debt securities.
- The form in which we will issue the debt securities, if other than in
registered book-entry only form represented by global securities; whether
we will have the option of issuing debt securities in "certificated" form;
whether we will have the option of issuing certificated debt securities in
bearer form if we issue the securities outside the United States to
non-U.S. persons; any restrictions on the offer, sale or delivery of
bearer securities and the terms, if any, upon which bearer securities of
the series may be exchanged for registered securities of the series and
VICE VERSA (if permitted by applicable laws and regulations).
- If other than U.S. dollars, the currency or currencies of the debt
securities.
- Whether the amount of payments of principal, premium or interest, if any,
on the debt securities will be determined with reference to an index,
formula or other method (which could be based on one or more currencies,
commodities, equity indices or other indices) and how these amounts will
be determined.
- The place or places, if any, other than or in addition to The City of New
York, of payment, transfer, conversion and/or exchange of the debt
securities.
- If other than denominations of $1,000 or any integral multiple in the case
of registered securities issued in certificated form and $5,000 in the
case of non-registered securities issued in bearer form, the denominations
in which the offered debt securities will be issued.
7
<PAGE>
- The applicability of the provisions of the applicable indenture described
under "defeasance" and any provisions in modification of, in addition to
or in lieu of any of these provisions.
- Whether and under what circumstances we will pay additional amounts in
respect of any tax, assessment or governmental charge and, if so, whether
we will have the option to redeem the debt securities rather than pay the
additional amounts (and the terms of this option).
- Any provisions granting special rights to the holders of the debt
securities upon the occurrence of specified events.
- Any changes or additions to the Events of Default or covenants contained
in the applicable indenture.
- Whether the debt securities will be convertible into or exchangeable for
any other securities and the applicable terms and conditions.
- Any other terms of the debt securities.
For purposes of this prospectus, any reference to the payment of principal
of or premium or interest, if any, on debt securities will include additional
amounts if required by the terms of the debt securities.
None of the indentures limits the amount of debt securities that may be
issued thereunder from time to time. Debt securities issued under an indenture,
when a single trustee is acting for all debt securities issued under the
indenture, are called the "indenture securities". Each indenture also provides
that there may be more than one trustee thereunder, each with respect to one or
more different series of indenture securities. See "Resignation of Trustee" on
page 20. At a time when two or more trustees are acting under one of the
indentures, each with respect to only certain series, the term "indenture
securities" means the one or more series of debt securities with respect to
which each respective trustee is acting. In the event that there is more than
one trustee under one of the indentures, the powers and trust obligations of
each trustee described in this prospectus will extend only to the one or more
series of indenture securities for which it is trustee. If two or more trustees
are acting under one of the indentures, then the indenture securities for which
each trustee is acting would be treated as if issued under separate indentures.
The indentures do not contain any provisions that give you protection in the
event we issue a large amount of debt or we are acquired by another entity.
We refer you to the prospectus supplement for information with respect to
any deletions from, modifications of or additions to the Events of Default or
our covenants that are described below, including any addition of a covenant or
other provision providing event risk or similar protection.
We have the ability to issue indenture securities with terms different from
those of indenture securities previously issued and, without the consent of the
holders thereof, to reopen a previous issue of a series of indenture securities
and issue additional indenture securities of that series unless the reopening
was restricted when that series was created.
CONVERSION AND EXCHANGE
If any debt securities are convertible into or exchangeable for other
securities, the prospectus supplement will explain the terms and conditions of
the conversion or exchange, including the conversion price or exchange ratio (or
the calculation method), the conversion or exchange period (or how the period
will be determined), if conversion or exchange will be
8
<PAGE>
mandatory or at the option of the holder or us, provisions for adjusting the
conversion price or the exchange ratio and provisions affecting conversion or
exchange in the event of the redemption of the underlying debt securities. These
terms may also include provisions under which the number or amount of other
securities to be received by the holders of the debt securities upon conversion
or exchange would be calculated according to the market price of the other
securities as of a time stated in the prospectus supplement.
FULL AND UNCONDITIONAL GUARANTEE OF DEBT SECURITIES OF JOHN DEERE B.V.
All guaranteed debt securities issued by John Deere B.V. will be fully and
unconditionally guaranteed under a guarantee of Deere & Company of the payment
of principal of, and any premium, interest and "additional amounts" on, these
debt securities when due, whether at maturity or otherwise. For a discussion of
the payment of "additional amounts", please see "Payment of Additional Amounts
with Respect to the Guaranteed Debt Securities" below. Under the terms of the
full and unconditional guarantee, holders of the guaranteed debt securities will
not be required to exercise their remedies against John Deere B.V. before they
proceed directly against Deere & Company.
PAYMENT OF ADDITIONAL AMOUNTS WITH RESPECT TO THE GUARANTEED DEBT SECURITIES
Unless otherwise indicated in your prospectus supplement, all amounts of
principal of, and any premium and interest on, any guaranteed debt securities
will be paid by John Deere B.V. without deduction or withholding for any taxes,
assessments or other charges imposed by the government of The Netherlands, or
the government of a jurisdiction in which a successor to John Deere B.V. is
organized. If deduction or withholding of any of these charges is required by
The Netherlands, or by a jurisdiction in which a successor to John Deere B.V. is
organized, John Deere B.V. will pay as additional interest any additional
amounts necessary to make the net amount paid to the affected holders equal the
amount the holders would have received in the absence of the deduction or
withholding. However, these "additional amounts" will not include:
- the amount of any tax, assessment or other governmental charge imposed by
any unit of the federal or a state government of the United States;
- the amount of any tax, assessment or other governmental charge that is
only payable because either:
- a type of connection exists between the holder and The
Netherlands; or
- the holder presented the guaranteed debt security for payment more
than 30 days after the date on which the relevant payment became
due or was provided for, whichever is later;
- the amount of any tax, assessment or other governmental charge that is
payable other than by deduction or withholding from a payment on the
guaranteed debt securities;
- the amount of any tax, assessment or other governmental charge that is
imposed or withheld due to the beneficial owner of the guaranteed debt
security failing to accurately comply with a request from us to either
provide information concerning the beneficial owner's nationality,
residence or identity or make any claim to satisfy any information or
reporting requirement, if the completion of either would have provided an
exemption from the applicable governmental charge; or
- any combination of the taxes, assessments or other governmental charges
described above.
The prospectus supplement will describe any additional circumstances under
which additional amounts will not be paid with respect to guaranteed debt
securities.
9
<PAGE>
OPTIONAL TAX REDEMPTION
Unless otherwise indicated in your prospectus supplement, except in the case
of guaranteed debt securities that have a variable rate of interest and that may
be redeemed on any interest payment date, John Deere B.V. may redeem each series
of guaranteed debt securities at its option in whole but not in part at any
time, if:
- John Deere B.V. would be required to pay additional amounts, as a result
of any change in the tax laws of The Netherlands that becomes effective on
or after the date of issuance of that series, as explained above under
"Payment of Additional Amounts with Respect to the Guaranteed Debt
Securities", or
- as a result of any change in any treaty affecting taxation to which The
Netherlands, or a jurisdiction in which a successor to John Deere B.V. is
organized, is a party that becomes effective on or after a date on which
Deere & Company borrows money from John Deere B.V., Deere & Company would
be required to deduct or withhold tax on any payment to John Deere B.V. to
enable it to make any payment of principal, premium, if any, or interest.
Except in the case of outstanding original issue discount guaranteed debt
securities, which may be redeemed at the redemption price specified by the terms
of that series of guaranteed debt securities, the redemption price will be equal
to the principal amount plus accrued interest to the date of redemption.
In both of these cases, however, we will not be permitted to redeem a series
of debt securities if we can avoid either the payment of additional amounts, or
deductions or withholding, as the case may be, by using reasonable measures
available to us.
ADDITIONAL MECHANICS
We may issue the debt securities in registered form, in which case we may
issue them either in book-entry form only or in "certificated" form. Debt
securities issued in book-entry form will be represented by global securities.
We expect that we will usually issue debt securities in book-entry only form
represented by global securities.
We also will have the option of issuing debt securities in non-registered
form as bearer securities if we issue the securities outside the United States
to non-U.S. persons. In that case, the prospectus supplement will set forth the
mechanics for holding the bearer securities, including the procedures for
receiving payments, for exchanging the bearer securities for registered
securities of the same series, and for receiving notices. The prospectus
supplement will also describe the requirements with respect to our maintenance
of offices or agencies outside the United States and the applicable U.S. tax law
requirements.
HOLDERS OF REGISTERED DEBT SECURITIES
BOOK-ENTRY HOLDERS. We will issue registered debt securities in book-entry
form only, unless we specify otherwise in the applicable prospectus supplement.
This means debt securities will be represented by one or more global securities
registered in the name of a depositary that will hold them on behalf of
financial institutions that participate in the depositary's book-entry system.
These participating institutions, in turn, hold beneficial interests in the debt
securities held by the depositary or its nominee. These institutions may hold
these interests on behalf of themselves or customers.
Under each indenture, only the person in whose name a debt security is
registered is recognized as the holder of that debt security. Consequently, for
debt securities issued in
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global form, we will recognize only the depositary as the holder of the debt
securities and we will make all payments on the debt securities to the
depositary. The depositary will then pass along the payments it receives to its
participants, which in turn will pass the payments along to their customers who
are the beneficial owners. The depositary and its participants do so under
agreements they have made with one another or with their customers; they are not
obligated to do so under the terms of the debt securities.
As a result, investors will not own debt securities directly. Instead, they
will own beneficial interests in a global security, through a bank, broker or
other financial institution that participates in the depositary's book-entry
system or holds an interest through a participant. As long as the debt
securities are issued in global form, investors will be indirect holders, and
not holders, of the debt securities.
STREET NAME HOLDERS. In the future, we may issue debt securities in
certificated form or terminate a global security. In these cases, investors may
choose to hold their debt securities in their own names or in "street name".
Debt securities held in street name are registered in the name of a bank, broker
or other financial institution chosen by the investor, and the investor would
hold a beneficial interest in those debt securities through the account he or
she maintains at that institution.
For debt securities held in street name, we will recognize only the
intermediary banks, brokers and other financial institutions in whose names the
debt securities are registered as the holders of those debt securities and we
will make all payments on those debt securities to them. These institutions will
pass along the payments they receive to their customers who are the beneficial
owners, but only because they agree to do so in their customer agreements or
because they are legally required to do so. Investors who hold debt securities
in street name will be indirect holders, and not holders, of the debt
securities.
LEGAL HOLDERS. Our obligations, as well as the obligations of the
applicable trustee and those of any third parties employed by us or the
applicable trustee, run only to the legal holders of the debt securities. We do
not have obligations to investors who hold beneficial interests in global
securities, in street name or by any other indirect means. This will be the case
whether an investor chooses to be an indirect holder of a debt security or has
no choice because we are issuing the debt securities only in global form.
For example, once we make a payment or give a notice to the holder, we have
no further responsibility for the payment or notice even if that holder is
required, under agreements with depositary participants or customers or by law,
to pass it along to the indirect holders but does not do so. Similarly, if we
want to obtain the approval of the holders for any purpose (for example, to
amend an indenture or to relieve us of the consequences of a default or of our
obligation to comply with a particular provision of an indenture), we would seek
the approval only from the holders, and not the indirect holders, of the debt
securities. Whether and how the holders contact the indirect holders is up to
the holders.
When we refer to you, we mean those who invest in the debt securities being
offered by this prospectus, whether they are the holders or only indirect
holders of those debt securities. When we refer to your debt securities, we mean
the debt securities in which you hold a direct or indirect interest.
SPECIAL CONSIDERATIONS FOR INDIRECT HOLDERS. If you hold debt securities
through a bank, broker or other financial institution, either in book-entry form
or in street name, we urge you to check with that institution to find out:
- how it handles securities payments and notices,
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- whether it imposes fees or charges,
- how it would handle a request for the holders' consent, if ever required,
- whether and how you can instruct it to send you debt securities registered
in your own name so you can be a holder, if that is permitted in the
future for a particular series of debt securities,
- how it would exercise rights under the debt securities if there were a
default or other event triggering the need for holders to act to protect
their interests, and
- if the debt securities are in book-entry form, how the depositary's rules
and procedures will affect these matters.
GLOBAL SECURITIES
WHAT IS A GLOBAL SECURITY? As noted above, we usually will issue debt
securities as registered securities in book-entry form only. A global security
represents one or any other number of individual debt securities. Generally, all
debt securities represented by the same global securities will have the same
terms.
Each debt security issued in book-entry form will be represented by a global
security that we deposit with and register in the name of a financial
institution or its nominee that we select. The financial institution that we
select for this purpose is called the depositary. Unless we specify otherwise in
the applicable prospectus supplement, The Depository Trust Company, New York,
New York, known as DTC, will be the depositary for all debt securities issued in
book-entry form.
A global security may not be transferred to or registered in the name of
anyone other than the depositary or its nominee, unless special termination
situations arise. We describe those situations below under "Special Situations
when a Global Security Will Be Terminated". As a result of these arrangements,
the depositary, or its nominee, will be the sole registered owner and holder of
all debt securities represented by a global security, and investors will be
permitted to own only beneficial interests in a global security. Beneficial
interests must be held by means of an account with a broker, bank or other
financial institution that in turn has an account with the depositary or with
another institution that has an account with the depositary. Thus, an investor
whose security is represented by a global security will not be a holder of the
debt security, but only an indirect holder of a beneficial interest in the
global security.
SPECIAL CONSIDERATIONS FOR GLOBAL SECURITIES. As an indirect holder, an
investor's rights relating to a global security will be governed by the account
rules of the investor's financial institution and of the depositary, as well as
general laws relating to securities transfers. The depositary that holds the
global security will be considered the holder of the debt securities represented
by the global security.
If debt securities are issued only in the form of a global security, an
investor should be aware of the following:
- An investor cannot cause the debt securities to be registered in his or
her name, and cannot obtain non-global certificates for his or her
interest in the debt securities, except in the special situations we
describe below.
- An investor will be an indirect holder and must look to his or her own
bank or broker for payments on the debt securities and protection of his
or her legal rights relating to
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the debt securities, as we describe under "Holders of Registered Debt
Securities" above.
- An investor may not be able to sell interests in the debt securities to
some insurance companies and other institutions that are required by law
to own their securities in non-book-entry form.
- An investor may not be able to pledge his or her interest in a global
security in circumstances where certificates representing the debt
securities must be delivered to the lender or other beneficiary of the
pledge in order for the pledge to be effective.
- The depositary's policies, which may change from time to time, will govern
payments, transfers, exchanges and other matters relating to an investor's
interest in a global security. We and the trustee have no responsibility
for any aspect of the depositary's actions or for its records of ownership
interests in a global security. We and the trustee also do not supervise
the depositary in any way.
- DTC requires that those who purchase and sell interests in a global
security deposited in its book-entry system use immediately available
funds. Your broker or bank may also require you to use immediately
available funds when purchasing or selling interests in a global security.
- Financial institutions that participate in the depositary's book-entry
system, and through which an investor holds its interest in a global
security, may also have their own policies affecting payments, notices and
other matters relating to the debt security. There may be more than one
financial intermediary in the chain of ownership for an investor. We do
not monitor and are not responsible for the actions of any of those
intermediaries.
SPECIAL SITUATIONS WHEN A GLOBAL SECURITY WILL BE TERMINATED. In a few
special situations described below, a global security will be terminated and
interests in it will be exchanged for certificates in non-global form
(certificated securities). After that exchange, the choice of whether to hold
the certificated debt securities directly or in street name will be up to the
investor. Investors must consult their own banks or brokers to find out how to
have their interests in a global security transferred on termination to their
own names, so that they will be holders. We have described the rights of holders
and street name investors under "Holders of Registered Debt Securities" above.
The special situations for termination of a global security are as follows:
- if the depositary notifies us that it is unwilling, unable or no longer
qualified to continue as depositary for that global security, and we do
not appoint another institution to act as depositary within 60 days,
- if we notify the trustee that we wish to terminate that global security,
or
- if an event of default has occurred with regard to the debt securities
represented by that global security and has not been cured or waived; we
discuss defaults later under "Events of Default".
The prospectus supplement may list situations for terminating a global
security that would apply only to the particular series of debt securities
covered by the prospectus supplement. If a global security is terminated, only
the depositary, and not we or the applicable trustee, is responsible for
deciding the names of the institutions in whose names the debt securities
represented by the global security will be registered and, therefore, who will
be the holders of those debt securities.
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PAYMENT AND PAYING AGENTS
We will pay interest to the person listed in the applicable trustee's
records as the owner of the debt security at the close of business on a
particular day in advance of each due date for interest, even if that person no
longer owns the debt security on the interest due date. That day, usually about
two weeks in advance of the interest due date, is called the "record date".
Because we will pay all the interest for an interest period to the holders on
the record date, holders buying and selling debt securities must work out
between themselves the appropriate purchase price. The most common manner is to
adjust the sales price of the debt securities to prorate interest fairly between
buyer and seller based on their respective ownership periods within the
particular interest period. This prorated interest amount is called "accrued
interest".
PAYMENTS ON GLOBAL SECURITIES. We will make payments on a global security
in accordance with the applicable policies of the depositary as in effect from
time to time. Under those policies, we will make payments directly to the
depositary, or its nominee, and not to any indirect holders who own beneficial
interests in the global security. An indirect holder's right to those payments
will be governed by the rules and practices of the depositary and its
participants, as described under "What Is a Global Security?".
PAYMENTS ON CERTIFICATED SECURITIES. We will make payments on a debt
security in non-global certificated form as follows. We will pay interest that
is due on an interest payment date by check mailed on the interest payment date
to the holder at his or her address shown on the trustee's records as of the
close of business on the regular record date. We will make all payments of
principal and premium, if any, by check at the office of the applicable trustee
in New York, NY and/or at other offices that may be specified in the prospectus
supplement or in a notice to holders, against surrender of the debt security.
All payments by check will be made in next-day funds, that is funds that become
available on the day after the check is cashed.
Alternatively, if a certificated security has a face amount of at least
$10,000,000 and the holder asks us to do so, we will pay any amount that becomes
due on the debt security by wire transfer of immediately available funds to an
account at a bank in New York City, on the due date. To request payment by wire,
the holder must give the applicable trustee or other paying agent appropriate
transfer instructions at least 15 business days before the requested wire
payment is due. In the case of any interest payment due on an interest payment
date, the instructions must be given by the person who is the holder on the
relevant regular record date. Any wire instructions, once properly given, will
remain in effect unless and until new instructions are given in the manner
described above.
PAYMENT WHEN OFFICES ARE CLOSED. If any payment is due on a debt security
on a day that is not a business day, we will make the payment on the next day
that is a business day. Payments postponed to the next business day in this
situation will be treated under the indentures as if they were made on the
original due date. A postponement of this kind will not result in a default
under any debt security or indenture, and no interest will accrue on the
postponed amount from the original due date to the next day that is a business
day.
BOOK-ENTRY AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS
FOR INFORMATION ON HOW THEY WILL RECEIVE PAYMENTS ON THEIR DEBT SECURITIES.
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EVENTS OF DEFAULT
You will have special rights if an Event of Default occurs in respect of the
debt securities of your series and is not cured, as described later in this
subsection.
WHAT IS AN EVENT OF DEFAULT? The term "Event of Default" in respect of the
debt securities of your series means any of the following:
- We do not pay the principal of, or any premium on, a debt security of the
series on its due date.
- We do not pay interest on a debt security of the series within 30 days of
its due date.
- We do not deposit any sinking fund payment in respect of debt securities
of the series on its due date.
- We remain in breach of a covenant in respect of debt securities of the
series for 60 days after we receive a written notice of default stating we
are in breach. The notice must be sent by either the trustee or holders of
25% of the principal amount of debt securities of the series.
- We file for bankruptcy or certain other events of bankruptcy, insolvency
or reorganization occur.
- Any other Event of Default in respect of debt securities of the series
described in the prospectus supplement occurs.
An Event of Default for a particular series of debt securities does not
necessarily constitute an Event of Default for any other series of debt
securities issued under the same or any other indenture. The trustee may
withhold notice to the holders of debt securities of any default, except in the
payment of principal or interest, if it considers the withholding of notice to
be in the best interests of the holders.
REMEDIES IF AN EVENT OF DEFAULT OCCURS. If an Event of Default has occurred
and has not been cured, the trustee or the holders of 25% in principal amount of
the debt securities of the affected series may declare the entire principal
amount of all the debt securities of that series to be due and immediately
payable. This is called a declaration of acceleration of maturity. A declaration
of acceleration of maturity may be canceled by the holders of at least a
majority in principal amount of the debt securities of the affected series.
Except in cases of default, where the trustee has some special duties, the
trustee is not required to take any action under the applicable indenture at the
request of any holders unless the holders offer the trustee reasonable
protection from expenses and liability (called an "indemnity"). If reasonable
indemnity is provided, the holders of a majority in principal amount of the
outstanding debt securities of the relevant series may direct the time, method
and place of conducting any lawsuit or other formal legal action seeking any
remedy available to the trustee. The trustee may refuse to follow those
directions in certain circumstances. No delay or omission in exercising any
right or remedy will be treated as a waiver of that right, remedy or Event of
Default.
Before you are allowed to bypass your trustee and bring your own lawsuit or
other formal legal action or take other steps to enforce your rights or protect
your interests relating to the debt securities, the following must occur:
- You must give your trustee written notice that an Event of Default has
occurred and remains uncured.
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- The holders of 25% in principal amount of all outstanding debt securities
of the relevant series must make a written request that the trustee take
action because of the default and must offer reasonable indemnity to the
trustee against the cost and other liabilities of taking that action.
- The trustee must not have taken action for 60 days after receipt of the
above notice and offer of indemnity.
- The holders of a majority in principal amount of the debt securities must
not have given the trustee a direction inconsistent with the above notice.
However, you are entitled at any time to bring a lawsuit for the payment of
money due on your debt securities on or after the due date.
Holders of a majority in principal amount of the debt securities of the
affected series may waive any past defaults other than:
- the payment of principal, any premium or interest, or
- in respect of a covenant that cannot be modified or amended without the
consent of each holder.
BOOK-ENTRY AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS
FOR INFORMATION ON HOW TO GIVE NOTICE OR DIRECTION TO OR MAKE A REQUEST OF THE
TRUSTEE AND HOW TO DECLARE OR CANCEL AN ACCELERATION.
Each year, we will furnish to each trustee a written statement of certain of
our officers certifying that to their knowledge we are in compliance with the
applicable indenture and the debt securities, or else specifying any default.
MERGER OR CONSOLIDATION
Under the terms of the indentures, we are generally permitted to consolidate
or merge with another entity. We are also permitted to sell all or substantially
all of our assets to another entity. However, we may not take any of these
actions unless all the following conditions are met:
- Where we merge out of existence or sell our assets, the resulting entity
must agree to be legally responsible for the debt securities.
- The merger or sale of assets must not cause a default on the debt
securities and we must not already be in default (unless the merger or
sale would cure the default). For purposes of this no-default test, a
default would include an Event of Default that has occurred and has not
been cured, as described on page 15 under "What Is an Event of Default?".
A default for this purpose would also include any event that would be an
Event of Default if the requirements for giving us a notice of default or
our default having to exist for a specific period of time were
disregarded.
- Under the senior indenture or the guaranteed debt indenture, no merger or
sale of assets may be made if as a result any of our property or assets or
any property or assets of one of our Subsidiaries would become subject to
any mortgage, lien or other encumbrance unless either (i) the mortgage,
lien or other encumbrance could be created pursuant to the limitation on
liens covenant in the applicable indenture (see "Senior Indenture and
Guaranteed Debt Indenture Provisions--Limitation on Liens" below) without
equally and ratably securing the indenture securities issued under that
indenture or (ii) the indenture securities are secured equally and ratably
with or prior to the debt secured by the mortgage, lien or other
encumbrance.
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- We must deliver certain certificates and documents to the trustee.
- We must satisfy any other requirements specified in the prospectus
supplement relating to a particular series of debt securities.
MODIFICATION OR WAIVER
There are three types of changes we can make to any of the indentures and
the debt securities issued thereunder.
CHANGES REQUIRING YOUR APPROVAL. First, there are changes that we cannot
make to your debt securities without your specific approval. Following is a list
of those types of changes:
- change the stated maturity of the principal of or interest on a debt
security;
- reduce any amounts due on a debt security;
- reduce the amount of principal payable upon acceleration of the maturity
of a security following a default;
- adversely affect any right of repayment at the holder's option;
- change the place (except as otherwise described in the prospectus or
prospectus supplement) or currency of payment on a debt security;
- impair your right to sue for payment;
- adversely affect any right to convert or exchange a debt security in
accordance with its terms;
- modify the subordination provisions in the subordinated indenture in a
manner that is adverse to holders of the subordinated securities;
- reduce the percentage of holders of debt securities whose consent is
needed to modify or amend the applicable indenture;
- reduce the percentage of holders of debt securities whose consent is
needed to waive compliance with certain provisions of the applicable
indenture or to waive certain defaults;
- modify any other aspect of the provisions of the applicable indenture
dealing with modification and waiver of past defaults, changes to the
quorum or voting requirements or the waiver of certain covenants;
- in the case of the guaranteed debt securities, change any obligation to
pay additional amounts, as explained above under "Payment of Additional
Amounts with Respect to the Guaranteed Debt Securities"; and
- in the case of the senior indenture or the subordinated indenture, change
any obligation we have to pay additional amounts.
CHANGES NOT REQUIRING APPROVAL. The second type of change does not require
any vote by the holders of the debt securities. This type is limited to
clarifications and certain other changes that would not adversely affect holders
of the outstanding debt securities in any material respect. Nor do we need any
approval to make any change that affects only debt securities to be issued under
any of the indentures after the change takes effect.
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CHANGES REQUIRING MAJORITY APPROVAL. Any other change to any of the
indentures and the debt securities would require the following approval:
- If the change affects only one series of debt securities, it must be
approved by the holders of a majority in principal amount of that series.
- If the change affects more than one series of debt securities issued under
the same indenture, it must be approved by the holders of a majority in
principal amount of all of the series affected by the change, with all
affected series voting together as one class for this purpose.
In each case, the required approval must be given by written consent.
The holders of a majority in principal amount of all of the series of debt
securities issued under an indenture, voting together as one class for this
purpose, may waive our compliance with some of our covenants in that indenture.
However, we cannot obtain a waiver of a payment default or of any of the matters
covered by the bullet points included above under "--Changes Requiring Your
Approval".
FURTHER DETAILS CONCERNING VOTING. When taking a vote, we will use the
following rules to decide how much principal to attribute to a debt security:
- For original issue discount securities, we will use the principal amount
that would be due and payable on the voting date if the maturity of these
debt securities were accelerated to that date because of a default.
- For debt securities whose principal amount is not known (for example,
because it is based on an index), we will use a special rule for that debt
security described in the prospectus supplement.
- For debt securities denominated in one or more foreign currencies, we will
use the U.S. dollar equivalent.
Debt securities will not be considered outstanding, and therefore not
eligible to vote, if we have deposited or set aside in trust money for their
payment or redemption. Debt securities will also not be eligible to vote if they
have been fully defeased as described later under "Defeasance--Full Defeasance".
We will generally be entitled to set any day as a record date for the
purpose of determining the holders of outstanding indenture securities that are
entitled to vote or take other action under the indentures. If we set a record
date for a vote or other action to be taken by holders of one or more series,
that vote or action may be taken only by persons who are holders of outstanding
indenture securities of those series on the record date and must be taken within
eleven months following the record date.
BOOK-ENTRY AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS
FOR INFORMATION ON HOW APPROVAL MAY BE GRANTED OR DENIED IF WE SEEK TO CHANGE
THE APPLICABLE INDENTURE OR THE DEBT SECURITIES OR REQUEST A WAIVER.
DEFEASANCE
The following provisions will be applicable to each series of debt
securities unless we state in the applicable prospectus supplement that the
provisions of covenant defeasance and full defeasance will not be applicable to
that series.
COVENANT DEFEASANCE. Under current federal tax law, we can make the deposit
described below and be released from some of the restrictive covenants in the
indenture under which
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the particular series was issued. This is called "covenant defeasance". In that
event, you would lose the protection of those restrictive covenants but would
gain the protection of having money and government securities set aside in trust
to repay your debt securities. If you hold subordinated securities, you also
would be released from the subordination provisions described under
"Subordinated Indenture Provisions--Subordination" on page 23. In order to
achieve covenant defeasance, we must do the following:
- We must deposit in trust for the benefit of all holders of the debt
securities of the particular series a combination of money and U.S.
government or U.S. government agency notes or bonds that will generate
enough cash to make interest, principal and any other payments on the debt
securities on their various due dates.
- We must deliver to the trustee a legal opinion of our counsel confirming
that, under current federal income tax law, we may make the above deposit
without causing you to be taxed on the debt securities any differently
than if we did not make the deposit and just repaid the debt securities
ourselves at maturity.
If we accomplish covenant defeasance, you can still look to us for repayment
of the debt securities if there were a shortfall in the trust deposit or the
trustee is prevented from making payment. In fact, if one of the remaining
Events of Default occurred (such as our bankruptcy) and the debt securities
became immediately due and payable, there might be a shortfall. Depending on the
event causing the default, you may not be able to obtain payment of the
shortfall.
FULL DEFEASANCE. If there is a change in federal tax law, as described
below, we can legally release ourselves from all payment and other obligations
on the debt securities of a particular series (called "full defeasance") if we
put in place the following other arrangements for you to be repaid:
- We must deposit in trust for the benefit of all holders of the debt
securities of the particular series a combination of money and U.S.
government or U.S. government agency notes or bonds that will generate
enough cash to make interest, principal and any other payments on the debt
securities on their various due dates.
- We must deliver to the trustee a legal opinion confirming that there has
been a change in current federal tax law or an IRS ruling that lets us
make the above deposit without causing you to be taxed on the debt
securities any differently than if we did not make the deposit and just
repaid the debt securities ourselves at maturity. Under current federal
tax law, the deposit and our legal release from the debt securities would
be treated as though we paid you your share of the cash and notes or bonds
at the time the cash and notes or bonds were deposited in trust in
exchange for your debt securities and you would recognize gain or loss on
the debt securities at the time of the deposit.
If we ever did accomplish full defeasance, as described above, you would have to
rely solely on the trust deposit for repayment of the debt securities. You could
not look to us for repayment in the unlikely event of any shortfall. Conversely,
the trust deposit would most likely be protected from claims of our lenders and
other creditors if we ever became bankrupt or insolvent. If you hold
subordinated securities, you would also be released from the subordination
provisions described later under "Subordinated Indenture Provisions--
Subordination" on page 23.
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FORM, EXCHANGE AND TRANSFER OF REGISTERED SECURITIES
If registered debt securities cease to be issued in global form, they will
be issued:
- only in fully registered certificated form,
- without interest coupons, and
- unless we indicate otherwise in the prospectus supplement, in
denominations of $1,000 and amounts that are multiples of $1,000.
Holders may exchange their certificated securities for debt securities of
smaller denominations or combined into fewer debt securities of larger
denominations, as long as the total principal amount is not changed.
Holders may exchange or transfer their certificated securities at the office
of their trustee. We have appointed the trustee to act as our agent for
registering debt securities in the names of holders transferring debt
securities. We may appoint another entity to perform these functions or perform
them ourselves.
Holders will not be required to pay a service charge to transfer or exchange
their certificated securities, but they may be required to pay any tax or other
governmental charge associated with the transfer or exchange. The transfer or
exchange will be made only if our transfer agent is satisfied with the holder's
proof of legal ownership.
If we have designated additional transfer agents for your debt security,
they will be named in your prospectus supplement. We may appoint additional
transfer agents or cancel the appointment of any particular transfer agent. We
may also approve a change in the office through which any transfer agent acts.
If any certificated securities of a particular series are redeemable and we
redeem less than all the debt securities of that series, we may block the
transfer or exchange of those debt securities during the period beginning 15
days before the day we mail the notice of redemption and ending on the day of
that mailing, in order to freeze the list of holders to prepare the mailing. We
may also refuse to register transfers or exchanges of any certificated
securities selected for redemption, except that we will continue to permit
transfers and exchanges of the unredeemed portion of any debt security that will
be partially redeemed.
If a registered debt security is issued in global form, only the depositary
will be entitled to transfer and exchange the debt security as described in this
subsection, since it will be the sole holder of the debt security.
RESIGNATION OF TRUSTEE
Each trustee may resign or be removed with respect to one or more series of
indenture securities provided that a successor trustee is appointed to act with
respect to these series. In the event that two or more persons are acting as
trustee with respect to different series of indenture securities under one of
the indentures, each of the trustees will be a trustee of a trust separate and
apart from the trust administered by any other trustee.
SENIOR INDENTURE AND GUARANTEED DEBT INDENTURE PROVISIONS
LIMITATION ON LIENS. We covenant in the senior indenture and the guaranteed
debt indenture that we will not, nor will we permit any Restricted Subsidiary
to, incur, assume or guarantee any debt ("debt") if the debt is secured by any
mortgage, security interest, pledge, lien or other encumbrance (collectively, a
"mortgage" or "mortgages") upon any Important
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Property of ours or any Restricted Subsidiary or any shares of stock or
indebtedness of any Restricted Subsidiary, whether owned at the date of the
applicable indenture or thereafter acquired, without effectively securing the
indenture securities issued under that indenture equally and ratably with or
prior to this debt.
The foregoing restrictions will not apply to, among other things:
- mortgages on any property acquired, constructed or improved after the date
of the applicable indenture that are created or assumed within 120 days
after the acquisition, construction or improvement to secure or provide
for the payment of all or any part of the purchase price or cost thereof
incurred after the date of the applicable indenture, or existing mortgages
on property acquired after the date of the applicable indenture, so long
as these mortgages do not apply to any Important Property already owned by
us or a Restricted Subsidiary other than any previously unimproved real
property;
- existing mortgages on any property, shares of stock or indebtedness
acquired from a corporation merged with or into, or substantially all of
the assets of which are acquired by, us or a Restricted Subsidiary;
- mortgages on property of any corporation existing at the time it becomes a
Restricted Subsidiary;
- mortgages securing debt owed by a Restricted Subsidiary to us or to
another Restricted Subsidiary;
- certain deposits or pledges of assets;
- mortgages in favor of governmental bodies to secure partial, progress,
advance or other payments under any contract or statute or to secure
indebtedness incurred to finance all or any part of the purchase price or
cost of constructing or improving the property subject to these mortgages,
including mortgages to secure tax exempt pollution control revenue bonds;
- mortgages on property acquired by us or a Restricted Subsidiary through
the exercise of rights arising out of defaults on receivables acquired in
the ordinary course of business;
- certain other liens (including judgment liens in which the finality of the
judgment is being contested in good faith) not related to the borrowing of
money;
- extensions, renewals or replacements of the foregoing, subject to certain
limitations;
- liens for taxes or assessments or governmental charges or levies not yet
due or delinquent, or which can thereafter be paid without penalty, or
which are being contested in good faith; landlord's liens on leased
property; and other similar liens which do not, in Deere & Company's
opinion, materially impair the use of that property in the operation of
our business or the business of a Restricted Subsidiary or the value of
that property for the purposes of that business;
- any sale of receivables that is reflected as secured indebtedness on a
balance sheet prepared in accordance with generally accepted accounting
principles;
- mortgages on margin stock owned by us and Restricted Subsidiaries to the
extent this margin stock exceeds 25% of the fair market value of the sum
of the Important Property of ours and the Restricted Subsidiaries plus the
shares of stock (including margin stock) and indebtedness issued or
incurred by the Restricted Subsidiaries; and
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- mortgages on Important Property of, or any shares of stock or indebtedness
issued or incurred by, any Restricted Subsidiary organized under the laws
of Canada.
The foregoing restrictions do not apply to the incurrence, assumption or
guarantee by us or any Restricted Subsidiary of debt secured by a mortgage that
would otherwise be subject to these restrictions up to an aggregate amount that,
together with all other debt secured by mortgages (not including secured debt
permitted under the foregoing exceptions) and the Attributable Debt (generally
defined as the discounted present value of net rental payments) associated with
Sale and Lease-back Transactions existing at the time (other than Sale and
Lease-back Transactions the proceeds of which have been or will be applied as
set forth in the second or third bullet point under "Limitation on Sale and
Lease-back Transactions" below, and other than Sale and Lease-back Transactions
in which the property involved would have been permitted to be mortgaged under
the first bullet point above), does not exceed 5% of the Consolidated Net
Tangible Assets of us and our consolidated subsidiaries, as shown on the audited
consolidated balance sheet contained in our latest annual report to
stockholders.
The term "Restricted Subsidiary" is defined in these indentures to mean any
subsidiary of ours:
- engaged in, or whose principal assets consist of property used by us or
any Restricted Subsidiary in, the manufacture of products within the
United States or Canada or in the sale of products principally to
customers located in the United States or Canada except any corporation
which is a retail dealer in which we have, directly or indirectly, an
investment under an arrangement providing for the liquidation of the
investment; or
- that we designate as a Restricted Subsidiary.
The term "Important Property" is defined in these indentures to mean:
- any manufacturing plant, including land, buildings, other improvements and
its machinery and equipment, used by us or a Restricted Subsidiary
primarily for the manufacture of products to be sold by us or the
Restricted Subsidiary;
- our executive office and administrative building in Moline, Illinois; and
- research and development facilities, including land, buildings, other
improvements and research and development machinery located therein;
except, in each case, property the fair value of which as determined by our
Board of Directors does not at the time exceed 1% of the Consolidated Net
Tangible Assets of us and our consolidated subsidiaries, as shown on the audited
consolidated balance sheet contained in our latest annual report to
stockholders.
The term "Margin Stock" as used in these indentures is intended to mean such
term as defined in Regulation U of the Board of Governors of the Federal Reserve
System.
LIMITATION ON SALE AND LEASE-BACK TRANSACTIONS. We covenant in the senior
indenture and the guaranteed debt indenture that we will not nor will we permit
any Restricted Subsidiary to enter into any arrangement with any Person
providing for the leasing to us or any Restricted Subsidiary of any Important
Property (except for temporary leases for a term, including renewals, of not
more than three years) which has been or is to be sold by us or the Restricted
Subsidiary to the Person (a "Sale and Lease-back Transaction"), unless the net
proceeds are at least equal to the fair value (as determined by our Board of
Directors) of the property and either:
- we or the Restricted Subsidiary would be entitled to incur debt secured by
a mortgage on the Important Property to be leased without securing the
indenture securities issued
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under the applicable indenture under one of the following provisions: the
first bullet point in the second paragraph under "Limitation on Liens" or
the third paragraph under "Limitation on Liens"; or
- we apply an amount equal to the fair value of the Important Property to
the retirement of indenture securities or certain long-term indebtedness
of ours or a Restricted Subsidiary; or
- we enter into a BONA FIDE commitment to expend for the acquisition or
improvement of an Important Property an amount at least equal to the fair
value of the Important Property leased.
SUBORDINATED INDENTURE PROVISIONS--SUBORDINATION
Upon any distribution of our assets upon our dissolution, winding up,
liquidation or reorganization, the payment of the principal of (and premium, if
any) and interest, if any, on the subordinated securities is to be subordinated
to the extent provided in the subordinated indenture in right of payment to the
prior payment in full of all Senior Indebtedness, but our obligation to make
payment of the principal of (and premium, if any) and interest, if any, on the
subordinated securities will not otherwise be affected. In addition, no payment
on account of principal (or premium, if any), sinking fund or interest, if any,
may be made on the subordinated securities at any time unless full payment of
all amounts due in respect of the principal (and premium, if any), sinking fund
and interest on Senior Indebtedness has been made or duly provided for in money
or money's worth.
In the event that, notwithstanding the foregoing, any payment by us is
received by the subordinated trustee or the holders of any of the subordinated
securities before all Senior Indebtedness is paid in full, the payment or
distribution must be paid over to the holders of the Senior Indebtedness or on
their behalf for application to the payment of all the Senior Indebtedness
remaining unpaid until all the Senior Indebtedness has been paid in full, after
giving effect to any concurrent payment or distribution to the holders of the
Senior Indebtedness. Subject to the payment in full of all Senior Indebtedness
upon this distribution by us, the holders of the subordinated securities will be
subrogated to the rights of the holders of the Senior Indebtedness to the extent
of payments made to the holders of the Senior Indebtedness out of the
distributive share of the subordinated securities.
By reason of this subordination, in the event of a distribution of our
assets upon our insolvency, certain of our general creditors may recover more,
ratably, than holders of the subordinated securities. The subordinated indenture
provides that these subordination provisions will not apply to money and
securities held in trust under the defeasance provisions of the subordinated
indenture.
Senior Indebtedness is defined in the subordinated indenture as the
principal of (and premium, if any) and unpaid interest on:
- our indebtedness (including indebtedness of others guaranteed by us),
whenever created, incurred, assumed or guaranteed, for money borrowed
(other than the indenture securities issued under the subordinated
indenture and our 5 1/2% Convertible Subordinated Debentures due 2001),
unless in the instrument creating or evidencing the same or under which
the same is outstanding it is provided that this indebtedness is not
senior or prior in right of payment to the subordinated securities, and
- renewals, extensions, modifications and refundings of any of this
indebtedness.
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If this prospectus is being delivered in connection with the offering of a
series of subordinated securities, the accompanying prospectus supplement or the
information incorporated by reference will set forth the approximate amount of
our Senior Indebtedness outstanding as of a recent date.
THE TRUSTEES UNDER THE INDENTURES
The Chase Manhattan Bank and The Bank of New York are two of a number of
banks with which we maintain ordinary banking relationships and from which we
have obtained credit facilities and lines of credit. The Chase Manhattan Bank
also serves as trustee under other indentures under which we or John Deere
Capital Corporation are the obligor. John R. Stafford, one of our directors, is
a director of The Chase Manhattan Bank and its parent, The Chase Manhattan
Corporation. Antonio Madero B., one of our directors, is a member of the
International Advisory Council of The Chase Manhattan Corporation.
CERTAIN CONSIDERATIONS RELATING TO FOREIGN CURRENCIES
Debt securities denominated or payable in foreign currencies may entail
significant risks. These risks include the possibility of significant
fluctuations in the foreign currency markets, the imposition or modification of
foreign exchange controls and potential illiquidity in the secondary market.
These risks will vary depending upon the currency or currencies involved and
will be more fully described in the applicable prospectus supplement.
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DESCRIPTION OF DEBT WARRANTS
We may issue (either separately or together with other offered securities)
debt warrants to purchase underlying debt securities issued by us ("offered debt
warrants"). We will issue the debt warrants under warrant agreements (each a
"debt warrant agreement") to be entered into between us and a bank or trust
company, as warrant agent (the "debt warrant agent"), identified in the
prospectus supplement.
Because this section is a summary, it does not describe every aspect of the
debt warrants and debt warrant agreement. We urge you to read the debt warrant
agreement because it, and not this description, defines your rights as a holder
of debt warrants. We have filed the form of debt warrant agreement as an exhibit
to the registration statement that we have filed with the SEC. See "Where You
Can Find More Information" on page 2 for information on how to obtain a copy of
the debt warrant agreement.
GENERAL
You should read the prospectus supplement for the terms of the offered debt
warrants, including the following:
- The title and aggregate number of the debt warrants.
- The title, rank, aggregate principal amount and terms of the underlying
debt securities purchasable upon exercise of the debt warrants.
- The principal amount of underlying debt securities that may be purchased
upon exercise of each debt warrant, and the price or the manner of
determining the price at which this principal amount may be purchased upon
exercise.
- The time or times at which, or the period or periods during which, the
debt warrants may be exercised and the expiration date of the debt
warrants.
- Any optional redemption terms.
- Whether certificates evidencing the debt warrants will be issued in
registered or bearer form and, if registered, where they may be
transferred and exchanged.
- Whether the debt warrants are to be issued with any debt securities or any
other securities and, if so, the amount and terms of these debt securities
or other securities.
- The date, if any, on and after which the debt warrants and these debt
securities or other securities will be separately transferable.
- Any other terms of the debt warrants.
The prospectus supplement will also contain a discussion of the federal
income tax considerations relevant to the offering.
Debt warrant certificates will be exchangeable for new debt warrant
certificates of different denominations. No service charge will be imposed for
any permitted transfer or exchange of debt warrant certificates, but we may
require payment of any tax or other governmental charge payable in connection
therewith. Debt warrants may be exercised and exchanged and debt warrants in
registered form may be presented for registration of transfer at the corporate
trust office of the debt warrant agent or any other office indicated in the
prospectus supplement.
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EXERCISE OF DEBT WARRANTS
Each offered debt warrant will entitle the holder thereof to purchase the
amount of underlying debt securities at the exercise price set forth in, or
calculable from, the prospectus supplement relating to the offered debt
warrants. After the close of business on the expiration date, unexercised debt
warrants will be void.
Debt warrants may be exercised by payment to the debt warrant agent of the
applicable exercise price and by delivery to the debt warrant agent of the
related debt warrant certificate, properly completed. Debt warrants will be
deemed to have been exercised upon receipt of the exercise price and the debt
warrant certificate or certificates. Upon receipt of this payment and the
properly completed debt warrant certificates, we will, as soon as practicable,
deliver the amount of underlying debt securities purchased upon exercise.
If fewer than all of the debt warrants represented by any debt warrant
certificate are exercised, a new debt warrant certificate will be issued for the
unexercised debt warrants. The holder of a debt warrant will be required to pay
any tax or other governmental charge that may be imposed in connection with any
transfer involved in the issuance of underlying debt securities purchased upon
exercise.
MODIFICATIONS
There are three types of changes we can make to a debt warrant agreement and
the debt warrants issued thereunder.
CHANGES REQUIRING YOUR APPROVAL. First, there are changes that cannot be
made to your debt warrants without your specific approval. Those types of
changes include modifications and amendments that:
- accelerate the expiration date;
- reduce the number of outstanding debt warrants, the consent of the holders
of which is required for a modification or amendment; or
- otherwise materially and adversely affect the rights of the holders of the
debt warrants.
CHANGES NOT REQUIRING APPROVAL. The second type of change does not require
any vote by holders of the debt warrants. This type of change is limited to
clarifications and other changes that would not materially adversely affect the
interests of holders of the debt warrants.
CHANGES REQUIRING A MAJORITY VOTE. Any other change to the debt warrant
agreement and the debt warrants requires a vote in favor by holders of not fewer
than a majority in number of the then outstanding unexercised debt warrants
affected thereby. Most changes fall into this category.
NO RIGHTS AS HOLDERS OF UNDERLYING DEBT SECURITIES
Before the warrants are exercised, holders of the debt warrants are not
entitled to payments of principal, premium or interest, if any, on the related
underlying debt securities or to exercise any other rights whatsoever as holders
of the underlying debt securities.
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DESCRIPTION OF PREFERRED STOCK
Under our restated certificate of incorporation (the "certificate of
incorporation"), we are authorized to adopt resolutions providing for the
issuance, in one or more series, of up to 9,000,000 shares of preferred stock,
$1.00 par value, with the powers, preferences and relative, participating,
optional or other special rights and qualifications, limitations or restrictions
thereof adopted by our Board of Directors or a duly authorized committee
thereof.
Because this section is a summary, it does not describe every aspect of our
preferred stock. We urge you to read our certificate of incorporation and the
certificate of designations creating your preferred stock because they, and not
this description, define your rights as a holder of preferred stock. We have
filed our certificate of incorporation and will file the certificate of
designations with the SEC. See "Where You Can Find More Information" on page 2
for information on how to obtain copies of these documents.
The specific terms of any preferred stock proposed to be sold under this
prospectus and an attached prospectus supplement will be described in the
prospectus supplement. If so indicated in the prospectus supplement, the terms
of the offered preferred stock may differ from the terms set forth below.
GENERAL
Unless otherwise specified in the prospectus supplement relating to the
offered preferred stock, each series of preferred stock will rank on a parity as
to dividends and distribution of assets upon liquidation and in all other
respects with all other series of preferred stock. The preferred stock will,
when issued, be fully paid and nonassessable and holders thereof will have no
preemptive rights.
You should read the prospectus supplement for the terms of the preferred
stock offered thereby, including the following:
- The title and stated value of the preferred stock.
- The number of shares of the preferred stock offered, the liquidation
preference per share and the offering price of the preferred stock.
- The dividend rate(s), period(s) and/or payment date(s) or method(s) of
calculation thereof applicable to the preferred stock.
- The date from which dividends on the preferred stock will accumulate, if
applicable.
- The liquidation rights of the preferred stock.
- The procedures for any auction and remarketing, if any, of the preferred
stock.
- The sinking fund provisions, if applicable, for the preferred stock.
- The redemption provisions, if applicable, for the preferred stock.
- Whether the preferred stock will be convertible into or exchangeable for
other securities and, if so, the terms and conditions of conversion or
exchange, including the conversion price or exchange ratio and the
conversion or exchange period (or the method of determining the same).
- Whether the preferred stock will have voting rights and the terms thereof,
if any.
- Whether the preferred stock will be listed on any securities exchange.
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- Whether the preferred stock will be issued with any other securities and,
if so, the amount and terms of these other securities.
- Any other specific terms, preferences or rights of, or limitations or
restrictions on, the preferred stock.
Subject to our certificate of incorporation and to any limitations contained
in our outstanding preferred stock, we may issue additional series of preferred
stock, at any time or from time to time, with the powers, preferences and
relative, participating, optional or other special rights and qualifications,
limitations or restrictions thereof, as our Board of Directors or any duly
authorized committee thereof may determine, all without further action of our
stockholders, including holders of our then outstanding preferred stock.
If applicable, the prospectus supplement will also contain a discussion of
the material federal income tax considerations relevant to the offering.
DIVIDENDS
Holders of preferred stock will be entitled to receive cash dividends, when,
as and if declared by our Board of Directors, out of our assets legally
available for payment, at the rate and on the dates set forth in the prospectus
supplement. Each dividend will be payable to holders of record as they appear on
our stock books on the record date fixed by our Board of Directors. Dividends,
if cumulative, will be cumulative from and after the date set forth in the
applicable prospectus supplement.
We may not:
- declare or pay dividends (except in our stock that is junior as to
dividends and liquidation rights to the preferred stock ("junior stock"))
or make any other distributions on junior stock, or
- purchase, redeem or otherwise acquire junior stock or set aside funds for
that purpose (except in a reclassification or exchange of junior stock
through the issuance of other junior stock or with the proceeds of a
reasonably contemporaneous sale of junior stock),
if there are arrearages in dividends or failure in the payment of our sinking
fund or redemption obligations on any of our preferred stock and, in the case of
the first bullet point above, if dividends in full for the current quarterly
dividend period have not been paid or declared on any of our preferred stock.
Dividends in full may not be declared or paid or set apart for payment on
any series of preferred stock unless:
- there are no arrearages in dividends for any past dividend periods on any
series of preferred stock, and
- to the extent that the dividends are cumulative, dividends in full for the
current dividend period have been declared or paid on all preferred stock.
Any dividends declared or paid when dividends are not so declared, paid or set
apart in full will be shared ratably by the holders of all series of preferred
stock in proportion to the respective arrearages and undeclared and unpaid
current cumulative dividends. No interest, or sum of money in lieu of interest,
will be payable in respect of any dividend payment or payments that may be in
arrears.
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CONVERSION AND EXCHANGE
If the preferred stock will be convertible into or exchangeable for common
stock or other securities, the prospectus supplement will set forth the terms
and conditions of that conversion or exchange, including the conversion price or
exchange ratio (or the method of calculating the same), the conversion or
exchange period (or the method of determining the same), whether conversion or
exchange will be mandatory or at the option of the holder or us, the events
requiring an adjustment of the conversion price or the exchange ratio and
provisions affecting conversion or exchange in the event of the redemption of
that preferred stock. These terms may also include provisions under which the
number of shares of common stock or the number or amount of other securities to
be received by the holders of that preferred stock upon conversion or exchange
would be calculated according to the market price of the common stock or those
other securities as of a time stated in the prospectus supplement.
LIQUIDATION RIGHTS
In the event of our voluntary or involuntary liquidation, dissolution or
winding up, the holders of each series of our preferred stock will be entitled
to receive out of our assets that are available for distribution to
stockholders, before any distribution of assets is made to holders of any junior
stock, liquidating distributions in the amount set forth in the applicable
prospectus supplement plus all accrued and unpaid dividends. If, upon our
voluntary or involuntary liquidation, dissolution or winding up, the amounts
payable with respect to the preferred stock are not paid in full, the holders of
our preferred stock of each series will share ratably in the distribution of our
assets in proportion to the full respective preferential amounts to which they
are entitled. After payment of the full amount of the liquidating distribution
to which they are entitled, the holders of our preferred stock will not be
entitled to any further participation in any distribution of our assets. Our
consolidation or merger with or into any other corporation or corporations or a
sale of all or substantially all our assets will not be deemed to be a
liquidation, dissolution or winding up of us for purposes of these provisions.
REDEMPTION
If so provided in the prospectus supplement, the offered preferred stock may
be redeemable in whole or in part at our option at the times and at the
redemption prices set forth therein.
If dividends on any series of preferred stock are in arrears or we have
failed to fulfill our sinking fund or redemption obligations with respect to any
series of preferred stock, we may not purchase or redeem shares of preferred
stock or any other capital stock ranking on a parity with the preferred stock as
to dividends or upon liquidation, nor permit any subsidiary to do so, without in
either case the consent of the holders of at least two-thirds of each series of
preferred stock then outstanding; provided, however, that:
- to meet our purchase, retirement or sinking fund obligations with respect
to any series of preferred stock, we may use shares of that preferred
stock acquired prior to the arrearages or failure of payment and then held
as treasury stock, and
- we may complete the purchase or redemption of shares of preferred stock
for which a contract was entered into for any purchase, retirement or
sinking fund purposes prior to the arrearages or failure of payment.
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VOTING RIGHTS
Except as indicated below or in the prospectus supplement, or except as
expressly required by applicable law, the holders of the preferred stock will
not be entitled to vote. As used herein, the term "applicable preferred stock"
means those series of preferred stock to which the provisions described herein
are expressly made applicable by resolutions of our Board of Directors.
If the equivalent of six quarterly dividends payable on any shares of any
series of applicable preferred stock are in default (whether or not the
dividends have been declared or the defaulted dividends are consecutive), the
number of our directors will be increased by two and the holders of all
outstanding series of applicable preferred stock (whether or not dividends
thereon are in default), voting as a single class without regard to series, will
be entitled to elect the two additional directors until four consecutive
quarterly dividends are paid or declared and set apart for payment, if the
shares are non-cumulative, or until all arrearages in dividends and dividends in
full for the current quarterly period are paid or declared and set apart for
payment, if the shares are cumulative, whereupon all voting rights described
herein will be divested from the applicable preferred stock. The holders of
applicable preferred stock may exercise their special class voting rights at
meetings of the stockholders for the election of directors or at special
meetings for the purpose of electing directors, in either case at which the
holders of not less than one-third of the aggregate number of shares of
applicable preferred stock are present in person or by proxy.
The affirmative vote of the holders of at least two-thirds of the
outstanding shares of any series of preferred stock will be required:
- for any amendment of our certificate of incorporation (or the related
certificate of designations) that will adversely affect the powers,
preferences or rights of the holders of the preferred stock of that
series, or
- to create any class of stock (or increase the authorized number of shares
of any class of stock) that will have preference as to dividends or upon
liquidation over the preferred stock of that series or create any stock or
other security convertible into or exchangeable for or evidencing the
right to purchase any stock of that class.
In addition, the affirmative vote of the holders of a majority of all the
then outstanding shares of our preferred stock will be required to:
- increase the authorized amount of our preferred stock, or
- unless otherwise provided in the applicable prospectus supplement, create
any class of stock (or increase the authorized number of shares of any
class of stock) that will rank on a parity with the preferred stock either
as to dividends or upon liquidation, or create any stock or other security
convertible into or exchangeable for or evidencing the right to purchase
any stock of that class.
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DESCRIPTION OF DEPOSITARY SHARES
We may offer (either separately or together with other offered securities)
depositary shares representing interests in shares of our preferred stock of one
or more series. The depositary shares will be issued under deposit agreements
(each a "deposit agreement") to be entered into between us and a bank or trust
company, as depositary (the "preferred stock depositary"), identified in the
prospectus supplement.
Because this section is a summary, it does not describe every aspect of the
depositary shares and deposit agreement. We urge you to read the deposit
agreement because it, and not this description, defines your rights as a holder
of depositary shares. We have filed the form of deposit agreement, including the
form of depositary receipts evidencing depositary shares (the "depositary
receipts"), as an exhibit to the registration statement that we have filed with
the SEC. See "Where You Can Find More Information" on page 2 for information on
how to obtain a copy of the deposit agreement.
The specific terms of any depositary shares proposed to be sold under this
prospectus and the attached prospectus supplement will be described in the
prospectus supplement. If so indicated in the prospectus supplement, the terms
of the depositary shares may differ from the terms set forth below.
GENERAL
We may provide for the issuance by the preferred stock depositary to the
public of the depositary receipts evidencing the depositary shares, each of
which will represent a fractional interest (to be specified in the prospectus
supplement) in one share of the related preferred stock, as described below.
You should read the prospectus supplement for the terms of the depositary
shares offered thereby, including the following:
- The number of depositary shares and the fraction of one share of preferred
stock represented by one depositary share.
- The terms of the series of preferred stock deposited by us under the
deposit agreement.
- Whether the depositary shares will be listed on any securities exchange.
- Whether the depositary shares will be sold with any other offered
securities and, if so, the amount and terms of these other securities.
- Any other terms of the depositary shares.
If applicable, the prospectus supplement will also contain a discussion of
the federal income tax considerations relevant to the offering.
Depositary receipts will be exchangeable for new depositary receipts of
different denominations. We will not impose a service charge for any permitted
transfer or exchange of depositary receipts, but we may require payment of any
tax or other governmental charge payable in connection therewith. Subject to the
terms of the deposit agreement, each owner of a depositary share will be
entitled, in proportion to the applicable fractional interest in a share of
preferred stock of the series represented by the depositary share, to all rights
and preferences of the preferred stock represented by the depositary share,
including dividend, voting and liquidation rights and any redemption, conversion
or exchange rights.
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DIVIDENDS AND OTHER DISTRIBUTIONS
The preferred stock depositary will distribute all cash dividends and other
cash distributions received in respect of the related series of preferred stock
to the record holders of the depositary shares in proportion to the number of
the depositary shares owned by the holders on the relevant record date. The
preferred stock depositary will distribute only the amount, however, as can be
distributed without attributing to any holder of depositary shares a fraction of
one cent, and any balance not so distributed will be added to and treated as
part of the next sum, if any, received by the preferred stock depositary for
distribution to record holders of depositary shares.
In the event of a distribution other than in cash, the preferred stock
depositary will distribute property received by it to the record holders of
depositary shares entitled thereto, unless the preferred stock depositary
determines that it is not feasible to make the distribution, in which case the
preferred stock depositary may, with our approval, sell the property and
distribute the net proceeds from the sale to the holders.
The deposit agreement will also contain provisions relating to the manner in
which any subscription or similar rights offered by us to holders of the related
series of preferred stock will be made available to holders of depositary
shares.
WITHDRAWAL OF PREFERRED STOCK
Upon surrender of depositary receipts at the corporate trust office of the
preferred stock depositary (unless the related shares of preferred stock have
previously been called for redemption), the holder of the depositary shares
evidenced thereby will be entitled to receive at that office, to or upon the
holder's order, the number of whole shares of the related series of preferred
stock and any money or other property represented by the depositary shares.
Shares of preferred stock so withdrawn, however, may not be redeposited. If the
holder requests withdrawal of less than all the shares of preferred stock to
which the holder is entitled, or if the holder would otherwise be entitled to a
fractional share of preferred stock, the preferred stock depositary will deliver
to the holder a new depositary receipt evidencing the balance or fractional
share.
REDEMPTION OF DEPOSITARY SHARES
Whenever we redeem preferred stock held by the preferred stock depositary,
the preferred stock depositary will redeem as of the same redemption date the
number of depositary shares representing the preferred stock so redeemed;
provided that we have paid in full to the preferred stock depositary the
redemption price of the preferred stock plus an amount equal to any accrued and
unpaid dividends thereon to the date fixed for redemption. The redemption price
per depositary share will be equal to the applicable fraction of the redemption
price per share and accrued and unpaid dividends payable with respect to the
preferred stock. If less than all the depositary shares are to be redeemed, the
depositary shares to be redeemed will be selected by lot or pro rata or by
another equitable method, in each case as may be determined by us.
After the date fixed for redemption, the depositary shares so called for
redemption will no longer be deemed to be outstanding and all rights of the
holders of the depositary shares will cease, except the right to receive the
moneys payable upon the redemption and any money or other property to which the
holders of the depositary shares were entitled upon the redemption and surrender
to the preferred stock depositary of the depositary receipts evidencing the
depositary shares.
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CONVERSION AND EXCHANGE
Depositary shares are not convertible into or exchangeable for common stock
or other securities. Nevertheless, if the preferred stock represented by
depositary shares is convertible into or exchangeable for common stock or other
securities, the depositary receipts evidencing the depositary shares may be
surrendered by the holder thereof to the preferred stock depositary with written
instructions to convert or exchange the preferred stock into whole shares of
common stock or other securities, as specified in the related prospectus
supplement. Upon receipt of these instructions and any amounts payable in
respect thereof, we will cause the conversion or exchange thereof and will
deliver to the holder the whole shares of common stock or the whole number of
other securities (and cash in lieu of any fractional share or security). In the
case of a partial conversion or exchange, the holder will receive a new
depositary receipt evidencing the unconverted or unexchanged balance.
VOTING THE PREFERRED STOCK
Upon receipt of notice of any meeting at which holders of one or more series
of preferred stock are entitled to vote, the preferred stock depositary will
mail the information contained in the notice of meeting to the holders of the
depositary shares relating to the preferred stock. Each record holder of the
depositary shares on the record date for the meeting will be entitled to
instruct the preferred stock depositary as to the manner in which to vote the
number of shares of preferred stock represented by the depositary shares. We
will agree to take all reasonable action that may be deemed necessary by the
preferred stock depositary in order to enable the preferred stock depositary to
vote in accordance with each holder's instructions. The preferred stock
depositary will abstain from voting preferred stock to the extent it does not
receive instructions from the holders of depositary shares representing the
preferred stock.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may at any time be amended by agreement
between the preferred stock depositary and us. However, any amendment that
materially and adversely alters the rights of the holders of depositary shares
will not be effective unless the amendment has been approved by the holders of
at least a majority of the depositary shares then outstanding (or any greater
amount as may be required by the rules of any exchange on which the depositary
shares are listed); provided that any amendment that prejudices any substantial
right of the holders of depositary shares will not become effective until the
expiration of 90 days after notice of the amendment has been given to the
holders. A holder that continues to hold one or more depositary receipts at the
expiration of the 90-day period will be deemed to consent to, and will be bound
by, the amendment. No amendment may impair the right of any holder to surrender
the holder's depositary receipt and receive the related preferred stock, as
discussed above under "Withdrawal of Preferred Stock".
We may terminate the deposit agreement at any time upon not less than 60
days' prior written notice to the preferred stock depositary. In that case, the
preferred stock depositary will deliver to each holder of depositary shares,
upon surrender of the related depositary receipts, the number of whole shares of
the related series of preferred stock to which the holder is entitled, together
with cash in lieu of any fractional share.
The deposit agreement will terminate automatically after all the related
preferred stock has been redeemed, withdrawn, converted or exchanged or there
has been a final distribution
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in respect of the preferred stock represented by the depositary shares in
connection with our liquidation, dissolution or winding up.
CHARGES OF PREFERRED STOCK DEPOSITARY
Except as provided in the prospectus supplement, we will pay the fees and
expenses of the preferred stock depositary, and the holders of depositary
receipts will be required to pay any tax or other governmental charge that may
be imposed in connection with the transfer, exercise, surrender or split-up of
depositary receipts.
MISCELLANEOUS
The preferred stock depositary will forward to the holders of depositary
shares all reports and communications from us that are delivered to the
preferred stock depositary and that we are required to furnish to the holders of
the preferred stock. Neither the preferred stock depositary nor we will be
liable if prevented or delayed by law or any circumstance beyond the preferred
stock depositary's or our control in performing the preferred stock depositary's
or our respective obligations under the deposit agreement. The obligations of
the preferred stock depositary and us under the deposit agreement will be
limited to performance in good faith and without gross negligence of the
preferred stock depositary's or our respective duties thereunder, and neither
the preferred stock depositary nor we will be obligated to prosecute or defend
any legal proceeding in respect of any depositary shares or related shares of
preferred stock unless satisfactory indemnity is furnished.
RESIGNATION AND REMOVAL OF PREFERRED STOCK DEPOSITARY
The preferred stock depositary may resign at any time by delivering to us
notice of its election to do so, and we may at any time remove the preferred
stock depositary, the resignation or removal to take effect upon the appointment
of a successor preferred stock depositary. The successor preferred stock
depositary must be appointed within 60 days after delivery of a notice of
resignation or removal and must be a bank or trust company having its principal
office in the United States and having a combined capital and surplus of at
least $50,000,000.
DESCRIPTION OF COMMON STOCK
We may issue (either separately or together with other offered securities)
shares of our common stock. Under our certificate of incorporation, we are
authorized to issue up to 600,000,000 shares of our common stock. You should
read the prospectus supplement relating to an offering of common stock, or of
securities convertible, exchangeable or exercisable for common stock, for the
terms of the offering, including the number of shares of common stock offered,
any initial offering price and market prices and dividend information relating
to our common stock. See "Description of Outstanding Capital Stock" below.
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DESCRIPTION OF COMMON WARRANTS
We may issue (either separately or together with other offered securities)
warrants to purchase common stock ("offered common warrants"). We will issue the
common warrants under warrant agreements (each a "common warrant agreement") to
be entered into between us and a bank or trust company, as warrant agent (the
"common warrant agent"), identified in the prospectus supplement.
Because this section is a summary, it does not describe every aspect of the
common warrants and common warrant agreement. We urge you to read the common
warrant agreement because it, and not this description, defines your rights as a
holder of common warrants. We have filed the form of common warrant agreement as
an exhibit to the registration statement that we have filed with the SEC. See
"Where You Can Find More Information" on page 2 for information on how to obtain
a copy of the common warrant agreement.
GENERAL
You should read the prospectus supplement for the terms of the offered
common warrants, including the following:
- The title and aggregate number of the common warrants.
- The number of shares of common stock that may be purchased upon exercise
of each common warrant; the price, or the manner of determining the price,
at which the shares may be purchased upon exercise; if other than cash,
the property and manner in which the exercise price may be paid; and any
minimum number of common warrants that must be exercised at any one time.
- The time or times at which, or period or periods in which, the common
warrants may be exercised and the expiration date of the common warrants.
- Any optional redemption terms.
- The terms of any right that we may have to accelerate the exercise of the
common warrants upon the occurrence of certain events.
- Whether the common warrants will be sold with any other offered securities
and, if so, the amount and terms of these other securities.
- The date, if any, on and after which the common warrants and any other
offered securities will be separately transferable.
- Any other terms of the common warrants.
The prospectus supplement will also contain a discussion of the federal
income tax considerations relevant to the offering.
Certificates representing common warrants will be exchangeable for new
common warrant certificates of different denominations. We will not impose a
service charge for any permitted transfer or exchange of common warrant
certificates, but we may require payment of any tax or other governmental charge
payable in connection therewith. Common warrants may be exercised at the
corporate trust office of the common warrant agent or any other office indicated
in the prospectus supplement.
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EXERCISE OF COMMON WARRANTS
Each offered common warrant will entitle the holder thereof to purchase the
number of shares of our common stock at the exercise price set forth in, or
calculable from, the prospectus supplement relating to the offered common
warrants. After the close of business on the applicable expiration date,
unexercised common warrants will be void.
Offered common warrants may be exercised by payment to the common warrant
agent of the exercise price and by delivery to the common warrant agent of the
related common warrant certificate, with the reverse side thereof properly
completed. Offered common warrants will be deemed to have been exercised upon
receipt of the exercise price and the common warrant certificate or
certificates. Upon receipt of the payment and the properly completed common
warrant certificates, we will, as soon as practicable, deliver the shares of
common stock purchased upon the exercise.
If fewer than all of the offered common warrants represented by any common
warrant certificate are exercised, a new common warrant certificate will be
issued for the unexercised offered common warrants. The holder of an offered
common warrant will be required to pay any tax or other governmental charge that
may be imposed in connection with any transfer involved in the issuance of
common stock purchased upon exercise.
MODIFICATIONS
There are three types of changes we can make to a common warrant agreement
and the common warrants issued thereunder.
CHANGES REQUIRING YOUR APPROVAL. First, there are changes that cannot be
made to your common warrants without your specific approval. Those types of
changes include modifications and amendments that:
- accelerate the expiration date;
- reduce the number of outstanding common warrants, the consent of the
holders of which is required for a modification or amendment; or
- otherwise materially and adversely affect the rights of the holders of the
common warrants.
CHANGES NOT REQUIRING APPROVAL. The second type of change does not require
any vote by holders of the common warrants. This type of change is limited to
clarifications and other changes that would not materially adversely affect the
interests of the holders of the common warrants.
CHANGES REQUIRING A MAJORITY VOTE. Any other change to the common warrant
agreement requires a vote in favor by holders of not fewer than a majority in
number of the then outstanding unexercised common warrants affected thereby.
Most changes fall into this category.
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COMMON WARRANT ADJUSTMENTS
The terms and conditions on which the exercise price of and/or the number of
shares of common stock covered by a common warrant are subject to adjustment
will be set forth in the common warrant agreement and the prospectus supplement.
The terms will include provisions for adjusting the exercise price and/or the
number of shares of common stock covered by the common warrant; the events
requiring the adjustment; the events upon which we may, in lieu of making the
adjustment, make proper provisions so that the holder of a common warrant, upon
exercise thereof, would be treated as if the holder had exercised the common
warrant prior to the occurrence of the events; and provisions affecting exercise
in the event of certain events affecting the common stock.
NO RIGHTS AS STOCKHOLDERS
Holders of common warrants are not entitled, by virtue of being holders, to
receive dividends or to vote, consent or receive notice as our stockholders in
respect of any meeting of stockholders for the election of our directors or for
any other matter, or exercise any other rights whatsoever as our stockholders.
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DESCRIPTION OF CURRENCY WARRANTS
We may issue (either separately or together with other offered securities)
currency warrants (the "offered currency warrants"). We may issue the offered
currency warrants:
- in the form of currency put warrants, entitling the owners thereof to
receive from us the cash settlement value in U.S. dollars of the right to
purchase a designated amount of U.S. dollars for a designated amount of a
specified foreign currency (a "base currency"),
- in the form of currency call warrants, entitling the owners thereof to
receive from us the cash settlement value in U.S. dollars of the right to
sell a designated amount of U.S. dollars for a designated amount of a base
currency or
- in another form as may be specified in the applicable prospectus
supplement.
A currency warrant will not require or entitle the owners to sell, deliver,
purchase or take delivery of any base currency. The currency warrants will be
issued under warrant agreements (each a "currency warrant agreement") to be
entered into between us and a bank or trust company, as warrant agent (the
"currency warrant agent"), identified in the prospectus supplement.
Because this section is a summary, it does not describe every aspect of the
currency warrants and currency warrant agreement. We urge you to read the
currency warrant agreement because it, and not this description, defines your
rights as a holder of currency warrants. We have filed the form of currency
warrant agreement as an exhibit to the registration statement that we filed with
the SEC. See "Where You Can Find More Information" on page 2 for information on
how to obtain a copy of the currency warrant agreement.
GENERAL
You should read the prospectus supplement for the terms of the offered
currency warrants, including the following:
- The title and aggregate number of the currency warrants.
- The material risk factors relating to the currency warrants.
- Whether the currency warrants will be currency put warrants, currency call
warrants, both puts and calls or otherwise.
- The formula for determining the cash settlement value, if applicable, of
each currency warrant.
- The procedures and conditions relating to the exercise of the currency
warrants.
- The date on which the right to exercise the currency warrants will
commence and the date (the "currency warrant expiration date") on which
this right will expire.
- The circumstances, in addition to their automatic exercise upon the
currency warrant expiration date, that will cause the currency warrants to
be deemed to be automatically exercised.
- Any minimum number of the currency warrants that must be exercised at any
one time, other than upon automatic exercise.
- Whether the currency warrants are to be issued with any other offered
securities and, if so, the amount and terms of these other securities.
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- Any other terms of the currency warrants.
The prospectus supplement will also contain a discussion of the federal
income tax considerations relevant to the offering.
If currency warrants are to be offered either in the form of currency put
warrants or currency call warrants, an owner will receive a cash payment upon
exercise only if the currency warrants have a cash settlement value in excess of
zero at that time. The spot exchange rate of the applicable base currency, as
compared to the U.S. dollar, will determine whether the currency warrants have a
cash settlement value on any given day prior to their expiration. The currency
warrants are expected to be "out-of-the-money" (I.E., the cash settlement value
will be zero) when initially sold and will be "in-the-money" (I.E., their cash
settlement value will exceed zero) if, in the case of currency put warrants, the
base currency depreciates against the U.S. dollar to the extent that one U.S.
dollar is worth more than the price determined for the base currency in the
prospectus supplement (the "strike price") or, in the case of currency call
warrants, the base currency appreciates against the U.S. dollar to the extent
one U.S. dollar is worth less than the strike price.
"Cash settlement value" on an exercise date (as this term will be defined in
the prospectus supplement) is an amount that is the greater of:
- zero, and
- the amount computed, in the case of currency put warrants, by subtracting
from a constant or, in the case of currency call warrants, by subtracting
the constant from, an amount equal to the constant multiplied by a
fraction, the numerator of which is the strike price and the denominator
of which is the spot exchange rate of the base currency for U.S. dollars
on the exercise date (the "spot rate"), as the spot rate is determined
pursuant to the currency warrant agreement.
Information concerning the historical exchange rates for the base currency will
be included in the prospectus supplement.
There will be a time lag between the time that an owner of currency warrants
gives instructions to exercise the currency warrants and the time that the spot
rate relating to the exercise is determined, as described in the prospectus
supplement.
Currency warrants will be our unsecured contractual obligations and will
rank on a parity with our other unsecured contractual obligations and with our
unsecured and unsubordinated debt.
BOOK-ENTRY PROCEDURES AND SETTLEMENT
Unless otherwise provided in the prospectus supplement, each issue of
currency warrants will be issued in book-entry form and represented by a single
global currency warrant certificate, registered in the name of a depositary or
its nominee. Owners will generally not be entitled to receive definitive
certificates representing currency warrants. An owner's ownership of a currency
warrant will be recorded on or through the records of the bank, broker or other
financial institution that maintains the owner's account. In turn, the total
number of currency warrants held by an individual bank, broker or other
financial institution for its clients will be maintained on the records of the
depositary. Transfer of ownership of any currency warrant will be effected only
through the selling owner's brokerage firm. Neither the currency warrant agent
nor we will have any responsibility or liability for any aspect of the records
relating to beneficial ownership interests of global currency warrant
certificates or for maintaining, supervising or reviewing records relating to
the beneficial ownership interests.
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The cash settlement value on exercise of a currency warrant will be paid by
the currency warrant agent to the appropriate depositary participant. Each
participant will be responsible for disbursing the payments to the beneficial
owners of the currency warrants that it represents and to each bank, broker or
other financial institution for which it acts as agent. Each bank, broker or
other financial institution will be responsible for disbursing funds to the
beneficial owners of the currency warrants that it represents.
If the depositary is at any time unwilling or unable to continue as
depositary and a successor depositary is not appointed by us within 90 days, we
will issue currency warrants in definitive form, in exchange for the global
currency warrant. In addition, we may at any time determine not to have the
currency warrants represented by a global currency warrant and, in that event,
will issue currency warrants in definitive form, in exchange for the global
currency warrant. In either instance, an owner of a beneficial interest in the
global currency warrant will be entitled to have a number of currency warrants
equivalent to the beneficial interest registered in its name and will be
entitled to physical delivery of the currency warrants in definitive form.
EXERCISE OF CURRENCY WARRANTS
Unless otherwise provided in the prospectus supplement, each currency
warrant will entitle the owner to the cash settlement value of the currency
warrant on the applicable exercise date. If not exercised prior to a specified
time on the fifth business day preceding the currency warrant expiration date,
currency warrants will be automatically exercised on the currency warrant
expiration date.
LISTING
Each issue of currency warrants will be listed on a national securities
exchange, subject only to official notice of issuance, as a pre-condition to the
sale of any currency warrants, unless otherwise provided in the prospectus
supplement. In the event that the currency warrants are delisted from, or
permanently suspended from trading on, the exchange, currency warrants not
previously exercised will be automatically exercised on the date the delisting
or permanent trading suspension becomes effective. The applicable currency
warrant agreement will contain a covenant by us not to seek delisting of the
currency warrants from, or permanent suspension of their trading on, the
applicable exchange.
MODIFICATIONS
A currency warrant agreement and the terms of the currency warrants issued
thereunder may be amended by the currency warrant agent and us, without the
consent of the registered holders or beneficial owners, for the purpose of
curing any ambiguity, or of curing, correcting or supplementing any defective or
inconsistent provision contained therein, or in any other manner that we may
deem necessary or desirable and that will not materially and adversely affect
the interests of the beneficial owners.
The currency warrant agent and we also may modify or amend a currency
warrant agreement and the terms of the currency warrants issued thereunder with
the consent of the beneficial owners of not less than a majority in number of
the then outstanding unexercised currency warrants affected thereby, provided
that no modification or amendment that decreases the strike price in the case of
a currency put warrant, increases the strike price in the case of a currency
call warrant, shortens the period of time during which the currency warrants may
be exercised or otherwise materially and adversely affects the exercise rights
of the beneficial owners of the currency warrants or reduces the number of
outstanding currency
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warrants the consent of whose beneficial owners is required for modification or
amendment of the currency warrant agreement or the terms of the currency
warrants, may be made without the consent of each beneficial owner affected
thereby.
ENFORCEABILITY OF RIGHTS BY HOLDERS; GOVERNING LAW
The currency warrant agent will act solely as our agent in connection with
the issuance and exercise of currency warrants and will not assume any
obligation or relationship of agency or trust for or with any owner of a
beneficial interest in currency warrants or with the registered holder thereof.
The currency warrant agent will have no duty or responsibility in case of any
default by us in the performance of our obligations under the currency warrant
agreement or a currency warrant certificate, including any duty or
responsibility to initiate any proceedings at law or otherwise or to make any
demand upon us. Beneficial owners may, without the consent of the currency
warrant agent, enforce by appropriate legal action, on their own behalf, their
right to exercise, and to receive payment for, their currency warrants. Except
as may otherwise be provided in the prospectus supplement, each issue of
currency warrants and the applicable currency warrant agreement will be governed
by the laws of the State of New York.
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DESCRIPTION OF INDEXED, COMMODITY AND OTHER WARRANTS
We may issue (either separately or together with other offered securities)
shelf warrants (the "offered shelf warrants"). Subject to compliance with
applicable law, the offered shelf warrants may be issued for the purchase or
sale of debt securities of, or guaranteed by, the United States, units of a
stock index or stock basket or a commodity or a unit of a commodity index
(collectively, "exercise items"). Shelf warrants will be settled either through
physical delivery or through payment of a cash settlement value as set forth in
the prospectus supplement. The shelf warrants will be issued under warrant
agreements (each a "shelf warrant agreement") to be entered into between us and
a bank or trust company, as warrant agent (the "shelf warrant agent"),
identified in the prospectus supplement.
Because this section is a summary, it does not describe every aspect of the
shelf warrants and shelf warrant agreement. We urge you to read the shelf
warrant agreement because it, and not this description, defines your rights as a
holder of shelf warrants. We have filed the form of shelf warrant agreement as
an exhibit to the registration statement that we filed with the SEC. See "Where
You Can Find More Information" on page 2 for information on how to obtain a copy
of the shelf warrant agreement.
GENERAL
You should read the prospectus supplement for the terms of the offered shelf
warrants, including the following:
- The title and aggregate number of the shelf warrants.
- The material risk factors relating to the shelf warrants.
- The exercise items that the shelf warrants represent the right to buy or
sell.
- The procedures and conditions relating to the exercise of the shelf
warrants.
- The date on which the right to exercise the shelf warrants will commence
and the date on which this right will expire.
- The national securities exchange on which the shelf warrants will be
listed, if any.
- Any other material terms of the shelf warrants.
The prospectus supplement will also set forth information concerning any
other securities offered thereby and will contain a discussion of the federal
income tax considerations relevant to the offering.
If the shelf warrants relate to the purchase or sale of debt securities of,
or guaranteed by, the United States, it is currently expected that the shelf
warrants will be listed on a national securities exchange. The prospectus
supplement relating to the shelf warrants will describe the amount and
designation of the debt securities covered by each shelf warrant, whether the
shelf warrants provide for cash settlement or delivery of the shelf warrants
upon exercise and the national securities exchange, if any, on which the shelf
warrants will be listed.
If the shelf warrants relate to the purchase or sale of a unit of a stock
index or a stock basket, the shelf warrants will provide for payment of an
amount in cash determined by reference to increases or decreases in the stock
index or stock basket. It is currently expected that these shelf warrants will
be listed on a national securities exchange. The prospectus supplement relating
to the shelf warrants will describe the terms of the shelf warrants, the stock
index or stock basket covered by the shelf warrants and the market to which the
stock
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index or stock basket relates and the national securities exchange, if any, on
which the shelf warrants will be listed.
If the shelf warrants relate to the purchase or sale of a commodity or a
unit of a commodity index, the shelf warrants will provide for cash settlement
or delivery of the particular commodity or commodities. It is currently expected
that these shelf warrants will be listed on a national securities exchange. The
prospectus supplement relating to the shelf warrants will describe the terms of
the shelf warrants, the commodity or commodity index covered by the shelf
warrants and the market, if any, to which the commodity or commodity index
relates and the national securities exchange, if any, on which the shelf
warrants will be listed.
Shelf warrant certificates:
- may be exchanged for new shelf warrant certificates of different
denominations,
- if in registered form, may be presented for registration of transfer, and
- may be exercised, at the corporate trust office of the shelf warrant agent
or any other office indicated in the prospectus supplement.
Shelf warrants may be issued in the form of a single global shelf warrant
certificate registered in the name of the nominee of the depositary of the shelf
warrants, or may initially be issued in the form of definitive certificates that
may be exchanged, on a fixed date, or on a date or dates selected by us, for an
interest in a global shelf warrant certificate, as set forth in the applicable
prospectus supplement. Prior to the exercise of their shelf warrants, holders
thereof will not have any rights under the warrants:
- to purchase or sell any debt securities of, or guaranteed by, the United
States or to receive any settlement value therefor,
- to purchase or sell any commodities or to receive any settlement therefor,
or
- to receive any settlement value in respect to any unit of a commodity
index or stock index or stock basket.
EXERCISE OF SHELF WARRANTS
Each offered shelf warrant will entitle the holder to purchase or sell such
amount of debt securities of, or guaranteed by, the United States at the
exercise price, or receive the settlement value in respect of a stock index,
stock basket, commodity or commodity index, as shall in each case be set forth
in, or calculable from, the prospectus supplement relating to the shelf warrants
or as otherwise set forth in the prospectus supplement. Shelf warrants may be
exercised at any time on the dates set forth in the prospectus supplement
relating to the shelf warrants or as may be otherwise set forth in the
prospectus supplement. Unless otherwise provided in the applicable prospectus
supplement, after the close of business on the applicable expiration date (as
that date may be extended by us), unexercised shelf warrants will be void.
Unless otherwise provided in the prospectus supplement, offered shelf
warrants may be exercised by delivery of a properly completed shelf warrant
certificate to the shelf warrant agent and, if required and if the shelf warrant
does not provide for cash settlement, payment of the amount required to purchase
the exercise items purchasable upon exercise. Shelf warrants will be deemed to
have been exercised upon receipt of the shelf warrant certificate and any
payment, if applicable, at the corporate trust office of the shelf warrant agent
or any other office indicated in the prospectus supplement and we will, as soon
as practicable
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thereafter, buy or sell the debt securities of, or guaranteed by, the United
States or pay the settlement value therefor. If fewer than all of the shelf
warrants represented by the shelf warrant certificate are exercised, a new shelf
warrant certificate will be issued for the remaining shelf warrants. The holder
of an offered shelf warrant will be required to pay any tax or other
governmental charge that may be imposed.
MODIFICATIONS
A shelf warrant agreement and the terms of the shelf warrants issued
thereunder may be amended by the shelf warrant agent and us, without the consent
of the holders or the owners, for the purpose of curing any ambiguity, or of
curing, correcting or supplementing any defective or inconsistent provision
contained therein, for the purpose of appointing a successor depositary, for the
purpose of issuing shelf warrants in definitive form, or in any other manner
that we may deem necessary or desirable and that will not materially and
adversely affect the interests of the owners.
The shelf warrant agent and we also may modify or amend a shelf warrant
agreement and the terms of the shelf warrants issued thereunder with the consent
of the owners of not less than a majority in number of the then outstanding
unexercised shelf warrants affected thereby, provided that no modification or
amendment that decreases the exercise price in the case of put warrants,
increases the exercise price in the case of call warrants, shortens the period
of time during which the shelf warrants may be exercised or otherwise materially
and adversely affects the exercise rights of the holders of the shelf warrants
or reduces the number of outstanding shelf warrants the consent of whose owners
is required for modification or amendment of the shelf warrant agreement or the
terms of the shelf warrants, may be made without the consent of each owner
affected thereby.
RISK FACTORS RELATING TO THE SHELF WARRANTS
The shelf warrants may entail significant risks, including, without
limitation, the possibility of significant fluctuations in the market for the
applicable exercise item, potential illiquidity in the secondary market and the
risk that they will expire worthless. These risks will vary depending on the
particular terms of the shelf warrants and will be more fully described in the
prospectus supplement.
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DESCRIPTION OF OUTSTANDING CAPITAL STOCK
Our authorized capital stock consists of (i) 600,000,000 shares of common
stock, $1.00 par value per share, and (ii) 9,000,000 shares of preferred stock,
$1.00 par value per share.
On September 15, 2000, we had outstanding
- 234,596,914 shares of common stock,
- employee stock options to purchase an aggregate of 16,721,048 shares of
common stock (of which options to purchase an aggregate of 9,820,288
shares of common stock were currently exercisable) and
- rights to purchase series A participating preferred stock, $1.00 par value
(the "series A preferred stock").
No preferred stock had been issued as of that date, although rights to purchase
the series A preferred stock had been distributed to holders of our common stock
under the rights agreement, as further described below. A maximum of 1,000,000
shares of series A preferred stock is currently authorized for issuance upon
exercise of these rights. See "Rights Plan" below.
Because this section is a summary, it does not describe every aspect of our
capital stock. We urge you to read our certificate of incorporation, by-laws and
the rights agreement (the "rights agreement") between us and The Bank of New
York, rights agent, because they, and not this description, define your rights
as a holder of our capital stock. We have filed our certificate of
incorporation, by-laws and the rights agreement with the SEC. See "Where You Can
Find More Information" on page 2 for information on how to obtain copies of
these documents.
COMMON STOCK
Subject to the rights of the holders of any outstanding shares of preferred
stock, holders of our common stock are entitled to receive dividends when, as
and if declared by our Board of Directors out of funds legally available
therefor. See also "Description of Preferred Stock--Dividends". Certain of our
credit agreements contain provisions requiring the maintenance of a minimum
consolidated tangible net worth. Under these provisions, our total consolidated
retained earnings balance of $4,101.9 million at July 31, 2000 was free of
restrictions as to the payment of dividends or acquisition of common stock.
Each holder of common stock is entitled to one vote for each share held on
all matters voted upon by our stockholders, including the election of directors.
The common stock does not have cumulative voting rights. Election of directors
is decided by the holders of a plurality of the shares entitled to vote and
present in person or by proxy at a meeting for the election of directors. See
"Description of Preferred Stock--Voting Rights" for a discussion of the voting
rights of any preferred stock that might be issued in the future.
In the event of our voluntary or involuntary liquidation, dissolution or
winding up, after the payment or provision for payment of our debts and other
liabilities and the preferential amounts to which holders of our preferred stock
are entitled (if any shares of preferred stock are then outstanding), the
holders of our common stock are entitled to share ratably in our remaining
assets.
The outstanding shares of our common stock are, and any shares of common
stock offered under this prospectus and a prospectus supplement upon issuance
and payment
45
<PAGE>
therefor will be, fully paid and non-assessable. Our common stock has no
preemptive or conversion rights and there are no redemption or sinking fund
provisions applicable to it.
Our common stock is listed on the New York Stock Exchange (symbol "DE"), the
Chicago Stock Exchange and the Frankfurt (Germany) Stock Exchange. The transfer
agent and registrar is The Bank of New York.
CLASSIFICATION OF BOARD OF DIRECTORS. Our Board of Directors is divided
into three approximately equal classes, having staggered terms of office of
three years each. The effect of a classified Board of Directors may be to make
it more difficult to acquire control of us.
DELAWARE GENERAL CORPORATION LAW SECTION 203. We are subject to the
provisions of Section 203 of the General Corporation Law of the State of
Delaware ("Delaware Section 203"), the "business combination" statute. In
general, the law prohibits a public Delaware corporation from engaging in a
"business combination" with an "interested stockholder" for a period of three
years after the date of the transaction in which the person became an interested
stockholder, unless
- prior to that date, the board of directors of the corporation approved
either the business combination or the transaction that resulted in the
stockholder becoming an interested stockholder,
- upon consummation of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned at
least 85% of the voting stock of the corporation outstanding at the time
the transaction commenced (excluding certain shares described in Delaware
Section 203), or
- on or subsequent to that date, the business combination is approved by the
board of directors of the corporation and authorized at an annual or
special meeting of stockholders by the affirmative vote of at least
two-thirds of the outstanding voting stock that is not owned by the
"interested stockholder".
"Business combination" is defined to include mergers, asset sales and certain
other transactions resulting in a financial benefit to a stockholder. An
"interested stockholder" is defined generally as a person who, together with
affiliates and associates, owns (or, within the prior three years, did own) 15%
or more of a corporation's voting stock. Our certificate of incorporation does
not exclude us from the restrictions imposed under Delaware Section 203 and
Delaware Section 203 could prohibit or delay the accomplishment of mergers or
other takeover or change in control attempts with respect to us and,
accordingly, may discourage attempts to acquire us.
46
<PAGE>
RIGHTS PLAN
Our rights agreement provides that attached to each share of our common
stock is one right (a "right") that, when exercisable, entitles the holder of
the right to purchase one three hundredth of a share of series A preferred stock
at a purchase price (the "rights purchase price") of $225, subject to
adjustment. The number of rights attached to each share of common stock is
subject to adjustment. In certain events (including when a person or group
becomes the owner of 15% or more of our common stock or a merger or other
transaction with an entity controlled by such an acquiring person or group),
exercise of the rights would entitle the holders thereof (other than the
acquiring person or group) to receive shares of our common stock or of the
common stock of a surviving corporation, or cash, property or other securities,
with a market value equal to twice the rights purchase price. Accordingly,
exercise of the rights may cause substantial dilution to a person who attempts
to acquire us. After the time that the rights become exercisable, our Board of
Directors, under certain circumstances, may redeem the rights for a share of
common stock or the preferred stock equivalent.
The rights automatically attach to each outstanding share of common stock,
including any shares offered under this prospectus and a prospectus supplement.
There is no monetary value presently assigned to the rights, and they will not
trade separately from our common stock unless and until they become exercisable.
The rights, which expire on December 31, 2007, may be redeemed at a price of
$.01 per right at any time until the tenth day following an announcement that an
individual, corporation or other entity has acquired 15% or more of our
outstanding common stock, except as otherwise provided in the rights agreement.
The rights agreement may have certain antitakeover effects, although it is
not intended to preclude any acquisition or business combination that is at a
price that is fair and adequate and in the best interests of us and our
stockholders as determined by our Board of Directors. However, a stockholder
could potentially disagree with the Board's determination of what constitutes a
fair and adequate offer.
47
<PAGE>
PLAN OF DISTRIBUTION
We may sell the offered securities:
- through agents;
- to or through underwriters; or
- directly to other purchasers.
Any underwriters or agents will be identified and their compensation
described in the applicable prospectus supplement.
We (directly or through agents) may sell, and the underwriters may resell,
the offered securities in one or more transactions, including negotiated
transactions, at a fixed public offering price or prices, which may be changed,
or at market prices prevailing at the time of sale, at prices related to
prevailing market prices or at negotiated prices.
In connection with the sale of offered securities, the underwriters or
agents may receive compensation from us or from purchasers of the offered
securities for whom they may act as agents. The underwriters may sell offered
securities to or through dealers, who may also receive compensation from
purchasers of the offered securities for whom they may act as agents.
Compensation may be in the form of discounts, concessions or commissions.
Underwriters, dealers and agents that participate in the distribution of the
offered securities may be underwriters as defined in the Securities Act of 1933
(the "Act"), and any discounts or commissions received by them from us and any
profit on the resale of the offered securities by them may be treated as
underwriting discounts and commissions under the Act.
We will indemnify the underwriters and agents against certain civil
liabilities, including liabilities under the Act.
Underwriters, dealers and agents may engage in transactions with, or perform
services for, us or our affiliates in the ordinary course of their businesses.
If so indicated in the prospectus supplement relating to a particular series
or issue of offered securities, we will authorize underwriters, dealers or
agents to solicit offers by certain institutions to purchase the offered
securities from us under delayed delivery contracts providing for payment and
delivery at a future date. These contracts will be subject only to those
conditions set forth in the prospectus supplement, and the prospectus supplement
will set forth the commission payable for solicitation of these contracts.
LEGAL OPINIONS
The validity of the securities will be passed upon for us by Shearman &
Sterling, 599 Lexington Avenue, New York, New York 10022, for John Deere B.V. by
Caron & Stevens/ Baker & McKenzie and for any underwriters, dealers or agents by
Brown & Wood LLP, One World Trade Center, New York, New York 10048.
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 that
firm given upon their authority as experts in accounting and auditing.
48
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses in connection with the issuance
and distribution of the securities being registered, other than underwriting
discounts and commissions. All of the amounts shown are estimates, except the
SEC registration fee.
<TABLE>
<S> <C>
SEC registration fee........................................ $ 264,000
Printing and engraving...................................... 100,000
Legal fees and expenses..................................... 175,000
Accounting fees............................................. 60,000
Trustees fees............................................... 30,000
Blue sky fees and expenses.................................. 5,000
Rating agency fees.......................................... 230,000
Miscellaneous............................................... 136,000
----------
Total................................................... $1,000,000
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
DEERE & COMPANY
Section 145 of the General Corporation Law of Delaware authorizes Deere &
Company to indemnify its directors or officers under specified circumstances.
Article seventh of the restated certificate of incorporation of Deere & Company
provides in effect that Deere & Company shall provide certain indemnification to
such persons.
Deere & 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 Deere & Company 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 Deere & 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 Deere & Company are insured, under policies of
insurance maintained by Deere & 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.
JOHN DEERE B.V.
In general, under Dutch law a B.V. may indemnify its Managing Director in
the event that he is liable to a third party for damages caused in his capacity
as Managing Director, unless the liability results from his gross negligence or
intentional misconduct.
II-1
<PAGE>
Besides the general concept of tort liability, Netherlands law contains
various specific statutory provisions on the personal civil law liability of the
Managing Directors of a B.V. corporation, both towards the B.V. itself in case
of improper performance, requiring the Managing Director to be seriously at
fault, and towards third parties. Third party liability may inter alia (but not
limitative) result from (i) acquisition of the B.V.'s shares by the B.V. itself
or by any of its subsidiaries contrary to the statutory provisions relating
thereto, (ii) misleading information and, more particularly, misleading annual
or interim accounts of the B.V., (iii) unpaid social security premiums and
certain taxes and (iv) in the event of the B.V.'s bankruptcy, improper
performance if such performance is the cause of the bankruptcy; such improper
performance is presumed in the event of failure to comply with certain statutory
bookkeeping duties.
The Articles of Association of John Deere B.V. do not contain any provisions
on the indemnification by John Deere B.V. of its Managing Directors. Under
Netherlands law obtaining insurance on Managing Directors is permitted.
Insurance in respect of any liability resulting from intentional misconduct
cannot normally be obtained.
Section 145 of the General Corporation Law of Delaware authorizes Deere &
Company to indemnify persons who serve as Managing Directors of John Deere B.V.
at the request of Deere & Company under specified circumstances. Article seventh
of the restated Certificate of Incorporation of Deere & Company provides in
effect that Deere & Company shall provide certain indemnification to such
persons under certain circumstances.
DEERE & COMPANY AND JOHN DEERE B.V.
Section 6 of the underwriting agreement basic provisions filed as a part of
exhibits 1.1, 1.2 and 1.3 to this registration statement provides for
indemnification of directors, officers who sign the registration statement and
controlling persons of Deere & Company and/or John Deere B.V., as the case may
be, by the underwriters, and for indemnification of each underwriter and its
controlling persons by Deere & Company and/or John Deere B.V., against certain
liabilities. Similar provisions are contained in agreements entered into between
Deere & Company and groups of underwriters on past occasions.
ITEM 16. LIST OF EXHIBITS.
The exhibits to this registration statement are listed in the exhibit index,
which appears elsewhere herein and is incorporated herein by reference.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrants hereby undertake:
(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;
II-2
<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) 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 registrants pursuant to section 13 or
section 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) The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of Deere & Company's annual report pursuant to section 13(a) or section
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 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrants pursuant to the foregoing provisions or
otherwise, the registrants have 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 registrants of expenses incurred or paid by a
director, officer or controlling person of the registrants 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 registrants will, unless in the opinion of their
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by them is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
II-3
<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 October 4, 2000.
<TABLE>
<S> <C> <C>
DEERE & COMPANY
By: /s/ R. W. LANE
-----------------------------------------
R. W. Lane
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
</TABLE>
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.
POWER OF ATTORNEY
EACH PERSON SIGNING BELOW ALSO HEREBY APPOINTS ROBERT W. LANE, NATHAN J.
JONES AND MICHAEL A. HARRING, 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ JOHN R. BLOCK
--------------------------------- Director October 4, 2000
John R. Block
/s/ CRANDALL C. BOWLES
--------------------------------- Director October 4, 2000
Crandall C. Bowles
/s/ T. KEVIN DUNNIGAN
--------------------------------- Director October 4, 2000
T. Kevin Dunnigan
/s/ LEONARD A. HADLEY
--------------------------------- Director October 4, 2000
Leonard A. Hadley
/s/ REGINA E. HERZLINGER
--------------------------------- Director October 4, 2000
Regina E. Herzlinger
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
Senior Vice President and
/s/ NATHAN J. JONES Chief Financial Officer
--------------------------------- (Principal Financial Officer and October 4, 2000
Nathan J. Jones Principal Accounting Officer)
/s/ ARTHUR L. KELLY
--------------------------------- Director October 4, 2000
Arthur L. Kelly
/s/ R. W. LANE Chairman, Chief Executive Officer,
--------------------------------- and Director October 4, 2000
R. W. Lane (Principal Executive Officer)
/s/ ANTONIO MADERO B.
--------------------------------- Director October 4, 2000
Antonio Madero B.
/s/ THOMAS H. PATRICK
--------------------------------- Director October 4, 2000
Thomas H. Patrick
/s/ JOHN R. STAFFORD
--------------------------------- Director October 4, 2000
John R. Stafford
/s/ JOHN R. WALTER
--------------------------------- Director October 4, 2000
John R. Walter
/s/ ARNOLD R. WEBER
--------------------------------- Director October 4, 2000
Arnold R. Weber
</TABLE>
II-5
<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 October 4, 2000.
<TABLE>
<S> <C> <C>
JOHN DEERE B.V.
By: /s/ JAMES R. JABANOSKI
-----------------------------------------
James R. Jabanoski
MANAGING DIRECTOR
</TABLE>
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.
POWER OF ATTORNEY
EACH PERSON SIGNING BELOW ALSO HEREBY APPOINTS LEON A. G. STERNHEIM, JAMES
R. JABANOSKI AND MICHAEL A. HARRING, 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 JOHN DEERE B.V. TO COMPLY WITH
THE PROVISIONS OF THE SECURITIES EXCHANGE ACT OF 1933 AND ALL REQUIREMENTS OF
THE SECURITIES AND EXCHANGE COMMISSION.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ L. STERNHEIM
--------------------------------- Managing Director October 4, 2000
Leon A. G. Sternheim
/s/ JAMES R. JABANOSKI
--------------------------------- Managing Director October 4, 2000
James R. Jabanoski (Principal Executive Officer)
/s/ N. J. JONES
--------------------------------- Principal Financial Officer October 4, 2000
Nathan J. Jones and Principal Accounting Officer
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
-------- --------
<C> <C> <S> <C>
* 1.1 Proposed forms of terms agreement and underwriting agreement
basic provisions for Debt Securities (Exhibit 1.1 to
Deere & Company's registration statement on Form S-3
no. 33-54149)
* 1.2 Proposed forms of terms agreement and underwriting agreement
basic provisions for Equity Securities (domestic tranche)
(Exhibit 1.2 to Deere & Company's registration statement on
Form S-3 no. 33-54149)
* 1.3 Proposed form of terms agreement and underwriting agreement
basic provisions for Equity Securities (international
tranche) (Exhibit 1.3 to Deere & Company's registration
statement on Form S-3 no. 33-54149)
** 1.4 Proposed form of distribution agreement
* 4.1 Senior indenture dated October 1, 1998 between Deere &
Company and The Chase Manhattan Bank (Exhibit 4.1 to Deere &
Company's Form 10-K for the year ended October 31, 1998,
file no. 1-4121)
* 4.2 Proposed form of senior fixed rate redeemable or
non-redeemable note (Exhibit 4.2 to Deere & Company's
registration statement on Form S-3 no. 33-54149)
+ 4.3 Subordinated indenture dated March 15, 1999 between Deere &
Company and The Bank of New York
* 4.4 Proposed form of subordinated fixed rate redeemable or
non-redeemable note (Exhibit 4.4 to Deere & Company's
registration statement on Form S-3 no. 33-54149)
+ 4.5 Proposed form of senior indenture for guaranteed debt
securities among John Deere B.V., as issuer, Deere &
Company, as guarantor and The Chase Manhattan Bank, trustee
** 4.6 Proposed form of guaranteed fixed rate redeemable and
non-redeemable note
* 4.7 Proposed form of debt warrant agreement (including proposed
form of debt warrant certificate) (Exhibit 4.5 to Deere &
Company's registration statement on Form S-3 no. 33-54149)
* 4.8 Proposed form of deposit agreement (including proposed form
of depositary receipt) (Exhibit 4.12 to Deere & Company's
registration statement on Form S-3 no. 33-54149)
* 4.9 Proposed form of common stock warrant agreement
(Exhibit 4.6 to Deere & Company's registration statement on
Form S-3 no. 33-54149)
* 4.10 Proposed form of currency warrant agreement (including
proposed form of currency warrant certificate) (Exhibit 4.4
to Deere & Company's registration statement on Form S-3
no. 33-46513)
* 4.11 Proposed form of shelf (other) warrant agreement (including
proposed form of shelf (other) warrant certificate)
(Exhibit 4.5 to Deere & Company's registration statement on
Form S-3 no. 33-46513)
* 4.12 Rights Agreement between the registrant and The Bank of New
York, Rights Agent, dated as of December 3, 1997 (Exhibit 1
to Form 8-A filed December 10, 1997, file no. 1-4121)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT PAGE
-------- --------
<C> <C> <S> <C>
* 4.13 Form of Certificate of Designation, Preferences and Rights
of Series A Participating Preferred Stock (Exhibit 2 to
Form 8-A filed December 10, 1997, file no. 1-4121)
+ 5.1 Opinion of Shearman & Sterling
** 5.2 Opinion of Caron & Stevens/Baker & McKenzie
* 12 Deere & Company and Consolidated Subsidiaries--computation
of ratio of earnings before fixed charges to fixed charges
(Exhibit 12 to Form 10-Q of Deere & Company for the quarter
ended July 31, 2000; file no. 1-4121)
+ 23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Shearman & Sterling (included in their opinion
filed as exhibit 5.1)
23.3 Consent of Caron & Stevens/Baker & McKenzie (included in
their opinion filed as Exhibit 5.2)
24 Power of Attorney (included on signature page)
+ 25.1 Statement of eligibility of The Chase Manhattan Bank under
the Trust Indenture Act of 1939 on form T-1 relating to the
senior indenture
+ 25.2 Statement of eligibility of The Bank of New York under the
Trust Indenture Act of 1939 on form T-1 relating to the
subordinated indenture
+ 25.3 Statement of eligibility of The Chase Manhattan Bank under
the Trust Indenture Act of 1939 on form T-1 relating to the
guaranteed debt indenture
99 None
</TABLE>
------------------------
* Incorporated by reference.
** To be filed by amendment.
+ Filed herewith.
